Appendix 4E
Preliminary final Report
Name of Entity
ABN
Year Ended
Previous Corresponding Reporting Period
Wide Open Agriculture Limited
86 604 913 822
30 June 2021
30 June 2020
Results for Announcement to the Market
$’000
Percentage
increase/(decrease)
over previous
corresponding
period
Revenue from ordinary activities
(Loss) from ordinary activities after tax attributable to
members
Net (loss) for the period attributable to members
Dividends (distributions)
Final Dividend
Interim Dividend
Record date for determining entitlements to the dividends (if any) Not Applicable
It is not proposed to pay Dividends
It is not proposed to pay Dividends
Amount per security
4,744
(7,530)
(7,530)
212%
(406%)
(406%)
Franked amount per security
Dividends
Date the dividend is payable
Record date to determine entitlement to the
dividend
Amount per security
Total dividend
Amount per security of foreign sourced dividend or
distribution
Details of any dividend reinvestment plans in
operation
The last date for receipt of an election notice for
participation in any dividend reinvestment plans
No dividends
No dividends
-c
-c
-c
No dividends
No dividends
Net Tangible Assets per Security
Current Period
Net tangible asset backing per ordinary security
12.39c
Previous
corresponding
period
4.97c
The 30 June 2021 financial report dated 31 August 2021 forms part of and should be read in
conjunction with the Preliminary Final Report (Appendix 4E).
This report is based on financial statements that have been audited. The audit report is included in
the 30 June 2021 Annual Financial Report.
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
CONSOLIDATED FINANCIAL REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONTENTS
Corporate Directory
Director's Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Director's Declaration
Auditor’s Independent Declaration
Independent Auditor’s Report
Additional ASX Information
1
2
18
19
20
22
23
57
58
59
62
CORPORATE DIRECTORY
DIRECTORS
Mr Anthony Maslin (Non-Executive Chairman)
Dr Ben Cole (Managing Director)
Mr Stuart McAlpine (Non-Executive Director)
Ms Elizabeth Brennan (Non-Executive Director)
Mr Ronnie Duncan (Non-Executive Director)
SOLICITORS
Fairweather Corporate Lawyers
Suite 2, 589 Stirling Highway
Cottesloe, Western Australia, 6011
COMPANY SECRETARY
Mr Sam Wright
AUDITORS
RSM Australia Partners
Level 32, 2 The Esplanade
Perth, Western Australia, 6000
BUSINESS OFFICE
1 Winton Street
Kewdale, Western Australia, 6105
Phone: (08) 6202 7130
Email: info@wideopenagriculture.com.au
SHARE REGISTRY
Link Market Services Limited
QV1 Building
Level 12, 250 St Georges Terrace
Perth, Western Australia, 6000
Telephone: +61 1300 554 474 (within Australia)
REGISTERED OFFICE
Suite 116, 1 Kyle Way
Claremont, Western Australia, 6010
Telephone: +61 8 6161 7412
STOCK EXCHANGE
Australian Securities Exchange
Central Park
152-158 St Georges Terrace
Perth Western Australia 6000
WEBSITE
www.wideopenagriculture.com.au
ASX CODE: WOA
1
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
Your directors present this report on Wide Open Agriculture Limited (the “Company” or “WOA”) and its
subsidiaries (“Consolidated Entity” or “Group”) for the year ended 30 June 2021.
DIRECTORS
The name of the directors in office at any time during, or since the end of the year are:
Ben Cole – Managing Director (appointed on 23 March 2015)
B.Env.Sc (Hons) PhD
With a PhD in environmental engineering, Ben is a proven entrepreneur with demonstrated strategic and
operational experience. Ben has over 17 years of experience working with companies with a proven
commitment to delivering strong results that deliver a positive environmental and social impact. Between 2008
to 2013 he founded, managed and sold a profitable, manufacturing company in Vietnam. Ben has extensive
international experience as a manager of market-based, public health projects totalling $30 million. Ben is a
Non-Executive Director of the not for profit Regional Regeneration Alliance. In the last three years, Ben was
not a director of any other publicly listed company.
Special responsibilities: Member of the Audit & Risk Committee
Anthony Maslin – Non-Executive Chairman (appointed on 23 March 2015)
BBus (Fin and Ent)
Anthony started as a stockbroker 28 years ago managing capital raisings and providing ethical investment
advice. In 1998 he founded Solar Energy Systems Ltd (now Solco Ltd), which became the first solar energy
company to list on the ASX. Since then he has consulted to and managed various listed companies, including
five years as Managing Director of Buxton Resources Ltd. Anthony served as a Non-Executive Director of
Pancontinental Oil & Gas NL (ASX:PCL) and resigned 15 January 2016. Anthony is currently a Non-Executive
Director of Buxton Resources Ltd (ASX:BUX). Anthony also co-founded community art hub the Artspace
Collective and the Mo, Evie and Otis Maslin Foundation, which focuses on early intervention for dyslexia. In
the last three years, Anthony was not a director of any other publicly listed company than those noted above.
Special responsibilities: Member of the Remuneration Committee
Stuart McAlpine – Non-Executive Director (appointed 30 March 2016)
Stuart is a Wheatbelt farmer with 40 years’ experience in agriculture who is committed to the environmental
and social restoration of his region. He was co-founder of the Liebe Group, a farmer-led research and
development group, and the inaugural President. He instigated the Regional Repopulation Plan with the
Wheatbelt’s Dalwallinu Shire and Chaired the Regional Repopulation Advisory Committee. Stuart is also co-
founder and a Non-Executive Director of the not for profit Regional Regeneration Alliance and a Committee
Member of RegenWA, and a Member of the Australian Institute of Company Directors. In the last three years,
Stuart was not a director of any other publicly listed company.
Special responsibilities: Member of the Audit & Risk Committee; Member of the Remuneration Committee
Elizabeth Brennan – Non Executive Director (appointed 11 November 2019)
BBus FARLF GAICD
Elizabeth currently coordinates a multidisciplinary agricultural research for development program in Papua
New Guinea on behalf of the Department of Foreign Affairs and Trade (DFAT) and the Australian Centre for
International Agricultural Research (ACIAR). Elizabeth has previously led the marketing strategy development
and implementation for one of the largest citrus operations in WA, Moora Citrus, as well as other international
fresh produce brands such as Bravo Apples™, Family Tree Farms and Fruitico. She is currently a Board
Director for the Rural, Regional and Remote Women’s Network of WA (RRR Network) and a Commissioner
for the Agricultural Produce Commission. Elizabeth is a Graduate of the Australian Institute of Company
2
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
Directors (GAICD), a Fellow with the Australian Rural Leadership Foundation (FARLF) and is currently
studying a Master of Food Security. In the last three years, Elizabeth was not a director of any other publicly
listed company.
Special responsibilities: Chair of the Audit & Risk Committee
Ronnie Duncan – Non Executive Director (appointed 03 December 2019)
Ronnie Duncan was the co-founder and Chairman of Meerkats, one of Australia’s leading branding,
communication and advertising agencies – named the 2019 Australia/New Zealand independent agency of
the year in the London International Advertising Awards – acquired by WPP AUSNZ Limited on 31 July 2020.
Ronnie Duncan has extensive experience in purpose-led, brand strategy development and implementation in
the food and energy sectors. Ronnie Duncan is a Committee Member of RegenWA – Western Australia’s
network of farmers and industry stakeholders committed to an ecological approach to farming that encourages
landscapes to renew themselves. In the last three years, Ronnie was not a director of any other publicly listed
company.
Special responsibilities: Chair of the Remuneration Committee
COMPANY SECRETARY
Sam Wright (appointed on 28 September 2016)
Sam has over fifteen years’ experience in relation to public company responsibilities, including ASX and ASIC
compliance, control and implementation of corporate governance, statutory financial reporting, and
shareholder relations with both retail and institutional investors. He is currently the company secretary for a
number of ASX listed companies.
Lydia Fee (resigned on 11 September 2020)
3
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
REVIEW OF OPERATIONS
The loss of the Group for the financial year after providing for income tax amounted to AUD$7,529,618 (2020:
loss of AUD$1,856,115).
Despite the on-going disruptions caused by the COVID-19 pandemic the 2021 Financial Year was Wide Open
Agriculture’s most transformational as a listed company to date.
During the last financial year, we successfully achieved three key milestones (i) eighth quarter of consecutive
growth through our food brand, Dirty Clean Food, (ii) launched and grew market share of the world’s first
regenerative, carbon-neutral oat milk and (iii) progressed towards a pilot plant to create a unique plant-based
protein from Australian Sweet Lupin.
Our vision to penetrate the largest and fastest growing food and drink markets (health and wellness category)
advanced dramatically. We grew our revenue base while simultaneously launching new regenerative products
and undertaking significant research and development programs that are expected to add long term company
value and significant environmental impact.
This year saw the Company achieve its eighth consecutive quarter of revenue growth, highlighting our
commercial strategy to scale is working and our growth trajectory is expected to continue. This growth also
demonstrates that our regenerative and ethical food platform is deeply aligned with shifting consumer
preferences towards nutritious food produced on healthy farms.
Importantly, we began to expand our local West Australian market presence into other national territories and
Asian markets with initial sales secured in South Australia, New South Wales and Victoria along with
Singapore.
Financial Results
Wide Open Agriculture achieved revenue of AUD$4,315,310 for this financial year, marking a 198% increase
over the previous financial year results. This clearly illustrates we have built a resilient business model and
highlights the increasing demand from our fast-growing customer base seeking regenerative and ethical food
and drinks.
We continue to be excited about the prospects of building local market share in Western Australia, increasing
our presence and sales in other domestic states and launching our regenerative, carbon-neutral oat milk
globally over the next 12 months. Sales momentum is anticipated to continue across 2021 and beyond,
providing a robust revenue foundation to reach our ultimate goal of becoming profitable in the future.
A number of successful product launches and continued diversification of our product range, contributed to
our overall revenue growth across all sales channels. Importantly, our OatUP product only launched in late
December 2020, meaning a large portion of full year revenue came from the continued uptake of Dirty Clean
Food’s (DCF) existing product base. The Company expects OatUP to add sequential growth to revenue across
the 2021 calendar year.
Improving Wide Open Agriculture’s balance sheet, the Company successfully raised AUD$7.0 million (before
costs) in October from a number of existing shareholders, including a European impact-investment family
office, along with multiple new institutional and high net-worth investors. An additional AUD$1.5m was also
raised via a Share Purchase Plan.
The loss of the Group for the financial year after providing for income tax amounted to AUD$7,529,618 (2020:
loss of AUD$1,856,115).
4
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
Dirty Clean Food
Dirty Clean Food continued to establish itself as Australia’s leading regenerative and ethical food and drink
brand. Our offering not only resonates with conscious consumers but is also in line with the broader shift in
consumer preferences towards healthy food with a clear line of sight to the farm. People care more than ever
about where their food comes from and how it was made, which is exactly where the Dirty Clean Food brand
is positioned.
Sales growth regularly increased by double-digit percentage rates in every channel during the last four
quarters. Growth was particularly strong in the wholesale / food service and online channels, which each grew
as the brand captured market share in beef, lamb and oat milk in Western Australia. Dirty Clean Food also
launched multiple new products which are expected to add to future growth, these include regenerative pork
and an expanded line of regenerative oat-based products including ancient grain porridge, granola, and oat
milk-based ice cream.
OatUP
OatUP went from concept to initial sales in under 12 months, highlighting our ability to rapidly launch on-trend
products. We then consolidated and grew local market share in Western Australia with support from specialty
distributor European Foods. OatUP is now available in more than 150 cafés and retail locations in Western
Australia.
Initial sales were secured in the South Australian market via Dirty Clean Food’s prime distributor in the state,
Ultimate Fine Foods. Ultimate Fine Foods has begun marketing and selling OatUP to its network of customers,
reporting positive initial uptake – particularly in the high-end retail sector.
After an initial trial evaluating potential customer interest and market opportunities, WOA and The Market
Grocer agreed to work together to launch OatUP into New South Wales and Victoria. The Market Grocer will
be WOA’s first major distributor in the NSW market, and the companies agreed to collaborate to promote and
distribute OatUP in those markets.
WOA also continued to engage with global partners to expand its distribution beyond Australia, and completed
packaging prototypes for multiple markets, beginning with South-East Asia. The Company received initial
orders of OatUP in Singapore and expects to follow-through on its commitment to announce its first Asian
distributor relationship during the 2022 fiscal year.
Lupin Protein
An extensive research program led by Curtin University successfully produced a number of early-stage food
and drink prototypes using WOA’s Modified Lupin Protein (MLP) concentrate. WOA is now directing all
development efforts towards four multi-billion-dollar plant-based food and drink sectors.
The first of these sectors is plant-based milk, whereby WOA successfully added Modified Lupin Protein
concentrate to OatUP which increased the milk’s protein level. This will allow the product to compete more
strongly against dairy milks which have elevated protein levels than the majority of oat milks available on the
market . A high-protein oat milk would offer a new category in the fast-growing, plant-based milk category.
The second is plant-based meat alternatives. WOA’s modified lupin protein concentrate successfully formed a
stable emulsion gel matrix that can now be used as a base material for creating plant-based meat products.
Further development is underway to create a plant-based burger for taste and nutritional testing and additional
meat alternatives such as plant-based sausage, chicken and mince will also be investigated in future research.
5
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
Additionally, udon wheat flour noodles were fortified with lupin protein, creating a ready to eat protein enhanced
noodle that has a base formula that could transition into pasta products. WOA developed and launched plant-
based protein balls using standard lupin protein, providing an initial test product for the plant-based snack
sector.
It was also confirmed that the Modified Lupin Protein concentrate can become an instantly soluble powder,
which can be used for protein enrichment in hot drinks or as a protein supplement for sports drinks.
Importantly, this year WOA’s board approved the purchase of food processing equipment and construction of
an in-house, pilot Modified Lupin Protein manufacturing facility in WA. The facility will allow WOA to develop
plant-based proteins with unique techno-functionality for a range of food and drink products for both Dirty Clean
Food and future strategic partners.
Carbon Neutral Operations
Our passion and commitment to building a profitable, 4 Returns company remains unchanged. Our impact
focus includes (i) influence on regenerative farmland (hectares), (ii) elimination of food waste, (iii) offering
access to plant-rich diets and (iv) carbon neutral activities.
The Company was proud and excited that its plant-based milk product, OatUP, was certified “Carbon Neutral”
by Climate Active, the Australian government backed initiative for climate action. OatUP has now become the
world’s first carbon neutral oat milk product, with its production and sales equating to zero net greenhouse gas
emissions.
This formal certification was achieved through an official audit of OatUP’s production eco-system, combined
with WOA’s extensive plan to actively calculate greenhouse gas emissions and reduce these emissions via
technology and increased operational efficiencies, while offsetting any remaining emissions via carbon credits.
Wide Open Agriculture also met requirements of the Climate Active Carbon Neutral Standard for organisations
and was certified as carbon neutral. WOA is targeting four mechanisms to tackle accelerating climate change
including; supporting the large-scale uptake of regenerative farming practices, increasing access to plant-
based foods and drinks, eliminating food waste and reducing carbon emissions from vehicles and refrigeration.
WOA can now use the certification trademark for its Australian business operations.
Cash Position
In October, WOA received binding commitments from institutional and sophisticated investors to raise
AUD$7.0 million (before costs) through a single tranche placement. The Company issued 7,777,778 new fully
paid ordinary shares at an issue price of AUD$0.90 per share. The Company also raised AUD$1.5 million via
a share purchase plan (SPP) to existing shareholders.
The Placement was strongly supported by a number of the Company’s existing shareholders (including WOA’s
sixth largest shareholder, a European impact-investment family office, which increased their percentage
holding of the Company) and attracted a number of new quality institutional investors and high net-worth
investors to WOA’s share register.
Our cash position at 30 June 2021 was AUD$12,976,017 and the company remains adequately funded to
accelerate its growth initiatives and will continue to demonstrate appropriate fiscal restraint.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the financial year were the ongoing development of Dirty Clean
Food.
6
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD
No matter or circumstance has arisen subsequent to the end of the reporting date which has significantly
affected the operations of the Group, the results of the operations or the state of affairs of the Group.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Likely developments in the operations of the Group and the expected results of those operations in future
financial years have not been included in this report as the inclusion of such information is likely to result in
unreasonable prejudice to the Group.
ENVIRONMENTAL REGULATION
The Group's operations are not regulated by any significant environmental regulation under a law of the
Commonwealth or of a state or territory.
DIVIDENDS
No dividends were paid during the year and no recommendation is made as to the dividends.
The directors do not recommend the payment of a dividend.
DIRECTORS’ INTERESTS
As at the date of this report, the number of shares and options in the Company held by each Director of Wide
Open Agriculture Limited and other key management personnel of the Group, including their personally-related
entities, are as follows:
Specified Directors and Key
Management Personnel
Ben Cole
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Shares
Listed Options
7,621,786
7,879,739
3,296,627
31,627
31,627
-
-
-
-
-
Unlisted
Options
1,900,000
1,250,000
500,000
500,000
500,000
UNISSUED SHARES UNDER OPTIONS
As at the date of this report, the number unissued shares of the Group under option, are as follows:
Stream of Options
Expiry Date
Exercise Price
Number of options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
31/03/2023
30/11/2022
08/01/2023
31/12/2021
31/12/2023
07/04/2025
13/04/2022
7
$0.15
$0.20
$0.25
$0.30
$0.50
$1.03
$1.125
1,750,000
1,400,000
900,000
200,000
2,000,000
2,952,064
1,000,000
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
Unlisted Options
30/11/2024
$1.28
3,625,000
13,827,064
On 23 November 2020 at the Annual General Meeting of Shareholders it was approved to issue Directors
2,000,000 unlisted options, exercisable at $0.20, expiring on 30 November 2022.
The terms and conditions of the options granted to directors are as follows:
Director
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Ben Cole
Grant
Number
Granted
Date
750,000
23/11/2020
500,000
23/11/2020
500,000
23/11/2020
500,000
23/11/2020
1,000,000
23/11/2020
3,250,000
Exercise
Price
$1.28
$1.28
$1.28
$1.28
$1.28
Fair Value at
Grant Date
$410,820
$273,880
$273,880
$273,880
$547,760
$1,780,220
Expiry
Date
30/11/2024
30/11/2024
30/11/2024
30/11/2024
30/11/2024
Vesting
Hurdle
Nil
Nil
Nil
Nil
Nil
The terms and conditions of the options granted to consultants and subcontractors are as follows:
Grant
Number
Granted
Date
375,000
1,000,000
Consultant
Straight Lines Holdings 23/11/2020
14/10/2020
Euroz Limited
16/04/2021
Liam Cornellius
16/04/2021
Sascha Keen
16/04/2021
Stamps Strategy
16/04/2021
Blythe Calnan
16/04/2021
Colin & Kylie Bowey
16/04/2021
Jamie Anderson
16/04/2021
Jeff & Michelle Pow
16/04/2021
Michael Wills
16/04/2021
Steven & Kelly Ford
Straight Lines Holdings 16/04/2021
Exercise
Price
$1.28
$1.125
$1.03
$1.03
$1.03
$1.03
$1.03
$1.03
$1.03
$1.03
$1.03
$1.03
Fair Value
$205,410
$379,800
$91,033
$91,033
$91,033
$42,146
$42,146
$42,146
$42,146
$45,516
$42,146
$45,516
$1,160,071
Expiry
Date
30/11/2021
13/04/2022
07/04/2025
07/04/2025
07/04/2025
07/04/2025
07/04/2025
07/04/2025
07/04/2025
07/04/2025
07/04/2025
07/04/2025
Vesting
Hurdle
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
269,328
269,328
269,328
124,691
124,691
124,691
124,691
134,664
124,691
134,664
3,075,767
The terms and conditions of the options granted under the Employee Incentive Scheme are as follows:
Grant
Date
16/04/2021
Number
Granted
1,288,464
1,288,464
Exercise
Price
$1.03
Risk Free
Rate
0.72%
Fair Value
$435,501
$435,501
Expiry
Date
07/04/2025
Vesting
Hurdle
Yes1
1Employee options will vest after 12 months of continuous employment with the Group. Resignation or
termination within 12 months of grant date will result in forfeiture of options granted.
The fair value of these options as shown in the above are based on the Hoadley ESO2 Valuation Model.
8
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
No other options have been issued in the time between the Balance Date of the Group and signing of the
Annual Report.
DIRECTORS’ ATTENDANCE AT BOARD AND COMMITTEE MEETINGS DURING THE YEAR
Name
Board of Directors’
Meetings
Remuneration Committee
Audit & Risk Committee
Ben Cole
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
No.
attended
5
5
5
5
5
No. eligible
to attend
5
5
5
5
5
No.
attended
1
3
3
-
3
No. eligible
to attend
1
3
3
-
3
No.
attended
4
-
6
6
-
No. eligible
to attend
6
-
6
6
-
INDEMNIFICATION OF OFFICERS
The Group has paid premiums to insure the directors against liabilities for costs and expenses incurred by
them defending legal proceedings arising from their conduct while acting in the capacity of directors of the
Company, other than conduct involving a wilful breach of duty in relation to the Company.
INDEMNIFICATION OF AUDITOR
The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor
of the Group or any related entity against a liability incurred by the auditor.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Group or intervene in any
proceedings to which the Group is a part for the purpose of taking responsibility on behalf of the Group for all
or any part of those proceedings.
The Group was not a party to any such proceedings during the year.
9
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
REMUNERATION REPORT (AUDITED)
The remuneration report details the key management personnel remuneration arrangements for the
consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
● Principles used to determine the nature and amount of remuneration
● Details of remuneration
● Service agreements
● Share-based compensation
● Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is
competitive and appropriate for the results delivered. The framework aligns executive reward with the
achievement of strategic objectives and the creation of value for shareholders, and it is considered to
conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures
that executive reward satisfies the following key criteria for good reward governance practices:
●
●
●
●
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
The reward framework is designed to promote superior performance and long-term commitment to the
Group. The main principles of the policy are:
● Remuneration is reasonable and fair, taking into account the Group’s obligations at law, the competitive
●
market in which the Group operates and the relative size and scale of the Group’s business;
Individual reward should be linked to clearly specified performance targets which should be aligned to the
Group’s short term and long-term performance objectives; and
● Executives should be rewarded for both financial and non-financial performance
In accordance with best practice corporate governance, the structure of non-executive director and executive
director remuneration is separate.
Non-executive directors’ remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-
executive directors' fees and payments are reviewed annually by the Remuneration Committee. The
Remuneration Committee may, from time to time, receive advice from independent remuneration consultants
to ensure non-executive directors' fees and payments are appropriate and in line with the market. The
chairman's fees are determined independently to the fees of other non-executive directors based on
comparative roles in the external market. Non-executive directors receive share options and other incentives.
10
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and
mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
●
●
●
base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed
annually by the Remuneration Committee based on individual and business unit performance, the overall
performance of the consolidated entity and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash, payable monthly.
The short-term incentives ('STI') program is designed to align the targets of the business units with the
performance hurdles of executives. Executives are eligible to participate in a profit participation plan if
deemed appropriate.
The long-term incentives ('LTI') include long service leave and share-based payments. Executives may
participate in share option schemes with the prior approval of the shareholders.
Use of remuneration consultants
During the financial year ended 30 June 2021, no remuneration consultants were engaged.
Voting and comments made at the Company’s last Annual General Meeting
At the 2020 AGM, 99.62% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2020. The company did not receive any specific feedback at the AGM regarding its
remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following
tables.
The key management personnel of the consolidated entity consisted of the following directors of Wide Open
Agriculture Limited:
• Anthony Maslin – Non-Executive Chairman
• Ben Cole – Managing Director
• Stuart McAlpine – Non-Executive Director
• Elizabeth Brennan – Non-Executive Director
• Ronnie Duncan – Non-Executive Director
11
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
2021
Non-Executive Directors:
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Executive Directors:
Ben Cole
Short-term benefits
Post-employment
benefits
Long-term
benefits
Share-based payments
Cash salary
Cash
and fees
bonus
$
$
Non-
monetary
$
Super-
Long service
Equity-
settled
Equity-
settled
annuation
$
leave
$
shares
options
$
$
Total
$
50,000
30,000
32,850
30,000
169,344
312,194
-
-
-
-
-
-
-
-
-
-
-
-
4,750
2,850
-
2,850
-
-
-
-
-
-
-
-
410,820
273,880
273,880
273,880
465,570
306,730
306,730
306,730
16,031
1,581
-
547,760
734,716
26,481
1,581
- 1,780,220
2,120,476
During the financial year, the Company paid a premium in respect of a contract insuring the directors of the Company, the Company Secretary and all executive
officers of the Company. The contract of insurance prohibits disclosure of the nature of the liability. As such, the premium paid has not been allocated to
individual directors.
12
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
Short-term benefits
Post-employment
benefits
Long-term
benefits
Share-based payments
Cash salary
Cash
and fees
bonus
$
$
Non-
monetary2
$
Super-
Long service
Equity-
settled
Equity-
settled
annuation
$
leave
$
shares
options
$
$
Total
$
43,265
6,108
22,500
12,500
10,000
154,748
249,121
-
-
-
-
-
-
-
12,500
-
7,500
7,500
7,500
4,110
-
2,138
1,188
950
-
-
-
-
-
12,765
14,644
6,979
47,765
23,030
6,979
-
-
-
-
-
-
-
30,589
15,294
15,294
-
-
90,464
21,402
47,432
21,188
18,450
61,177
250,313
122,354
449,249
2020
Non-Executive Directors:
Anthony Maslin
Hans Schut1
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Executive Directors:
Ben Cole
1Hans Schut retired from the board on the 11 November 2019 and continued as an advisor to the audit and risk committee until 6 November 2020.
2For the three month period 1 April 2020 to 30 June 2020 the non-executive directors of the Group agreed to forgo a 20% reduction in cash salary and fees and
Executive Director Ben Cole agreed to a 30% reduction in salary, all in lieu of receiving shares in WOA equal to the value of cash salary and fees forgone.
Shares issued were subject to approval by the shareholders at a General Meeting to be held on 18 September 2020.
During the financial year, the Company paid a premium in respect of a contract insuring the directors of the Company, the Company Secretary and all executive
officers of the Company. The contract of insurance prohibits disclosure of the nature of the liability. As such, the premium paid has not been allocated to
individual directors.
13
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
Non-Executive Directors:
Anthony Maslin
Hans Schut
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Executive Directors:
Ben Cole
Proportion of remuneration
performance based
Value of share-based payments
as a proportion of remuneration
2021
2020
2021
2020
-
-
-
-
-
-
-
-
-
-
-
-
88%
-
89%
89%
89%
34%
71%
32%
-
-
75%
24%
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service
agreements. Details of these agreements are as follows:
Name:
Title:
Ben Cole
Managing Director
Agreement Commenced:
6 July 2018 (Amended 29 August 2018)
Term of agreement:
Until terminated by either party
Details:
Base salary $165,000 plus superannuation, to be reviewed annually
by the Board of directors. 6 month termination notice by either party,
LTI arrangements from time to time on terms to be decided by the
Board and approved by shareholders.
Key management personnel have no entitlement to termination payments in the event of removal for
misconduct.
Share-based compensation
Issue of shares
Details of shares issued to directors and other key management personnel as part of compensation during the
year ended 30 June 2021 are set out below:
Name
Date
Shares
Issue Price
$
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Ben Cole
08 October 2020
08 October 2020
08 October 2020
08 October 2020
08 October 2020
52,711
31,627
31,627
31,627
55,118
$0.23
$0.23
$0.23
$0.23
$0.23
12,500
7,500
7,500
7,500
12,756
14
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
Options
On 23 November 2020 at the Annual General Meeting of Shareholders it was approved to issue Directors
3,250,000 unlisted options, exercisable at $1.28, expiring on 30 November 2024. No other options were issued
to directors and other key management personnel as part of compensation during the year ended 30 June
2021. Options issued are as follows:
Director
Grant
Number
Granted
Date
Exercise
Price
Fair Value at
Grant Date
Expiry
Date
Number Vested
during the year
23/11/2020
Anthony Maslin
Stuart McAlpine
23/11/2020
Elizabeth Brennan 23/11/2020
23/11/2020
Ronnie Duncan
23/11/2020
Ben Cole
750,000
500,000
500,000
500,000
1,000,000
3,250,000
$1.28
$1.28
$1.28
$1.28
$1.28
$410,820
$273,880
$273,880
$273,880
$547,760
$1,780,220
30/11/2024
30/11/2024
30/11/2024
30/11/2024
30/11/2024
750,000
500,000
500,000
500,000
1,000,000
3,250,000
Options granted carry no dividend or voting rights.
All options were granted over unissued fully paid ordinary shares in the company. The number of options
granted was determined having regard to the satisfaction of performance measures and weightings as
described above in the section 'Consolidated entity performance and link to remuneration'. Options vest based
on the provision of service over the vesting period whereby the executive becomes beneficially entitled to the
option on vesting date. Options are exercisable by the holder as from the vesting date. There has not been
any alteration to the terms or conditions of the grant since the grant date. There are no amounts paid or payable
by the recipient in relation to the granting of such options other than on their potential exercise.
Values of options over ordinary shares granted, exercised and lapsed for directors and other key management
personnel as part of compensation during the year ended 30 June 2021 are set out below:
Name
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Ben Cole
Value of
options
granted
during the
Value of
options
exercised
during the
Value of
options
lapsed
during the
year
$
year
$
year
$
Remuneration
consisting of
options
for the
year
%
410,820
273,880
273,880
273,880
547,760
-
58,959
-
-
-
-
-
-
-
-
1%
2%
Additional disclosures relating to key management personnel
15
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
Shareholding
The number of shares in the Company held during the financial year by each director and other members of
key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Balance at Received
the start of as part of
the year
remuneration Additions
Disposals/
other
Balance at
the end of
the year
Ordinary shares
Ben Cole
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
7,566,668
7,816,668
2,000,000
-
-
17,383,336
55,118
52,711
31,627
31,627
31,627
202,710
-
10,000
1,530,000
-
-
1,540,000
- 7,621,786
- 7,879,379
(265,000) 3,296,627
31,627
31,627
(265,000) 18,861,046
-
-
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director
and other members of key management personnel of the consolidated entity, including their personally related
parties, is set out below:
Balance at
the start of
the year
Granted
Expired/ Balance at
the end of
the year
forfeited/
other
Exercised
Options over ordinary shares
Ben Cole
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
1,750,000
3,954,167
1,500,000
-
-
7,204,167
1,000,000
750,000
500,000 (1,500,000)
-
500,000
-
500,000
(850,000)
-
- (3,454,167)
-
-
-
3,250,000 (1,500,000) (4,304,167)
1,900,000
1,250,000
500,000
500,000
500,000
4,650,000
Other transactions with key management personnel and their related parties
During the financial year, the Group recognised rental income of $9,000 during the period for the lease of
farmland to McAlpine Farms and interest expense of $3,283 relating to the purchase of Kulinbah East Block
(refer to note 25). On 29 July 2016, the Group entered into a contract to acquire land from Buntine Holdings
Pty Ltd with a deferred consideration element. The price of the land was $323,879.13 and a deposit of $50,000
paid on 29 July 2016 in the form of 1,000,000 shares at 0.05c each. A partial payment of $150,000 was made
on 13 August 2018. The remaining consideration is to be paid in full no later than 8 years from 23 March 2016.
Interest is paid at the annual rate of the RBA base rate plus 2.5%. McAlpine Farms is co-owned by Stuart
McAlpine, a current Director of the Group. All transactions were made on normal commercial terms and
conditions no more favourable than those available to other parties unless otherwise stated.
16
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTOR'S REPORT
The Group holds various agreements with a substantial shareholder, Commonland Foundation and its
subsidiary 4 Returns Landscape B.V. The total loan balance as at 30 June 2021 is $811,863 before discounting
to present value. (2020: $811,863). Further non-refundable project related grants amounting to $109,984 and
$50,000 were received and included in income.
This concludes the remuneration report, which has been audited.
CORPORATE GOVERNANCE
The Consolidated Group’s corporate governance policies and practices are available on the website
http://www.wideopenagriculture.com.au
NON-AUDIT SERVICES
There were no non-audit services provided by the Group’s auditors, RSM Australia Partners, during the year
ended 30 June 2021.
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2021 has been received and can be
found on page 58 required under section 307C of Corporations Act 2001.
Signed for and on behalf of the board in accordance with a resolution of the directors, pursuant to section
298(2)(a) of the Corporations Act 2001.
Director:
________________________________________________________
Dr Ben Cole
Director
Dated this 31 August 2021
17
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 30 JUNE 2021
Revenue
Cost of goods sold
Gross profit
Other income
Fair value gain on revaluation of loan
Fair value movement of biological assets
Share of profit of an equity-accounted investment, net of tax
Profit on disposal of equity accounted investment, net of tax
Expenses
Auditor’s remuneration
Amortisation expense
Consultancy fees
Depreciation expense
Employee benefits expense
Selling expenses
Share-based payments
Share of loss of an equity-accounted investment, net of tax
Other administration expenses
Note
30 Jun 2021
$
30 Jun 2020
$
2
2
9
9
24
11
10
19
9
3
4,315,310
(3,779,326)
535,984
1,446,639
(1,179,637)
267,002
338,047
-
69,262
941
20,599
489,274
296,365
4,104
-
-
(51,000)
(111,044)
(1,021,496)
(44,094)
(2,601,695)
(592,287)
(2,649,976)
-
(1,422,859)
(44,000)
-
(216,457)
(36,007)
(1,249,498)
(165,177)
(615,365)
(14,040)
(572,316)
Loss for the period before income tax expense
(7,529,618)
(1,856,115)
Income tax expense
Loss for the period after income tax expense
Other comprehensive income:
Total comprehensive loss for the period
-
(7,529,618)
-
(7,529,618)
-
(1,856,115)
-
(1,856,115)
Basic loss per share (cents)
Diluted loss per share (cents)
29
29
(7.51)
(2.56)
(7.51)
(2.56)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
18
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
Note
30 Jun 2021
$
30 Jun 2020
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Biological assets
Inventory
Other
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Equity-accounted investments
Plant and equipment
Right-of-use assets
Secured loans
Other
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Lease liabilities
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
Lease liabilities
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Options – unlisted
Options – listed
Accumulated losses
TOTAL EQUITY
4
6
5
8
7
9
10
11
12
6
13
14
15
16
14
15
18
19
19
20
12,976,017
629,623
402,662
1,185,287
74,495
15,268,084
-
448,004
1,553,276
17,241
200,000
2,218,521
4,431,385
183,823
35,668
169,713
17,751
4,838,340
85,960
129,937
-
-
200,000
415,897
17,486,605
5,254,237
1,111,448
331,252
95,743
1,538,443
538,695
1,273,309
21,399
1,833,403
3,371,846
290,480
-
51,432
341,912
515,498
-
15,633
531,131
873,043
14,114,759
4,381,194
24,856,846
3,332,051
-
9,636,717
1,218,401
72,820
(14,074,138)
14,114,759
(6,546,744)
4,381,194
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
19
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
30 June 2021
Balance at 1 July 2020
Loss for the period
Other comprehensive income
Total comprehensive loss for the period
Transactions with owners, in their capacity as owners, and other
transfers
Shares issued under capital raising
Shares issued under share purchase plan
Shares issued on listed options exercised
Shares issued on unlisted options exercised
Shares issued for employee services rendered
Capital raising costs
Options issued – Share based payments
Options exercised
Unlisted options converted to listed options
Listed options not exercised and lapsed
Balance at 30 June 2021
Issued
Capital
$
Unlisted
Options
$
Listed
Options
$
Accumulated
Losses
$
Total Equity
$
9,636,717
1,218,401
72,820
(6,546,744)
4,381,194
-
-
-
7,000,000
1,500,040
3,925,796
3,448,551
47,756
(702,014)
-
-
-
-
-
-
-
-
-
-
-
-
-
3,029,776
(639,801)
(276,325)
-
-
-
-
-
-
-
-
-
-
-
(346,921)
276,325
(2,224)
(7,529,618)
(7,529,618)
-
-
(7,529,618)
(7,529,618)
-
-
-
-
-
-
-
-
-
2,224
7,000,000
1,500,040
3,925,796
3,448,551
47,756
(702,014)
3,029,776
(986,722)
-
-
24,856,846
3,332,051
-
(14,074,138)
14,114,759
20
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
30 June 2020
As at 1 July 2019
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Transactions with owners, in their capacity as owners, and other
transfers
Shares issued
Shares issued on listed options exercised
Shares issued on employee share options exercised
Shares issued for employee services rendered
Shares issued for services
Capital raising costs
Options issued – Share based payments
Options issued – Listed options
Options exercised
Balance at 30 June 2020
Issued
Capital
$
6,666,094
Unlisted
Options
$
632,338
Listed
Options
$
Accumulated
Losses
$
Total Equity
$
56,058
(4,690,629)
2,663,861
-
-
-
3,000,000
2,659
81,802
25,542
13,500
(152,880)
-
-
-
-
-
-
-
-
-
-
-
-
615,365
-
(29,302)
-
-
-
-
-
-
-
-
-
-
16,876
(114)
(1,856,115)
(1,856,115)
-
-
(1,856,115)
(1,856,115)
-
-
-
-
-
-
-
-
-
3,000,000
2,659
81,802
25,542
13,500
(152,880)
615,365
16,876
(29,416)
9,636,717
1,218,401
72,820
(6,546,744)
4,381,194
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
21
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2021
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Receipts from rental income
Interest received
Interest and other costs of finance paid
Reimbursements from Commonland
Government grants received
30 Jun 2021
30 Jun 2020
Note
$
$
4,146,289
(10,164,280)
1,368,375
(3,464,719)
-
85,201
(130)
159,985
66,540
15,000
45,236
(9,475)
9,358
50,000
Net cash flows (used in) operating activities
22
(5,706,395)
(1,986,225)
Cash flows from investing activities
Proceeds from sale of plant and equipment
Payments for acquisition of plant and equipment
Payments for secured loans
Repayments of secured loans
Purchase of investment in equity-accounted investments
Proceeds from disposal of investment in equity-accounted
investments
Net cash flows (used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares (net of issue costs)
Repayment of borrowings
Repayment of lease liabilities
Grants received
Net cash flows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
7,273
(341,936)
(25,000)
7,947
-
107,500
6,364
(54,331)
-
-
(100,000)
-
(244,216)
(147,967)
14,567,427
-
(83,641)
11,457
14,495,243
8,544,632
4,431,385
2,915,190
(5,432)
-
375,742
3,285,500
1,151,308
3,280,077
Cash and cash equivalents at the end of the period
12,976,017
4,431,385
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
22
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
1
Statement of Significant Accounting Policies
The financial statements cover Wide Open Agriculture Limited and its subsidiaries as a consolidated
entity (Group). Wide Open Agriculture Limited is a company limited by shares, incorporated and
domiciled in Australia.
a. Basis of Preparation
These general purpose financial statements have been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board
('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial
statements also comply with International Financial Reporting Standards as issued by the International
Accounting Standards Board ('IASB').
The principal accounting policies adopted are consistent with those of the previous financial year and
corresponding interim reporting period, unless otherwise stated.
The financial statements, except for the cash flow information, have been prepared on an accruals
basis and are based on historical costs, modified, where applicable, by the measurement at fair value
of selected non-current assets, financial assets and financial liabilities. The amounts presented in the
financial statements have been rounded to the nearest dollar.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for
the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not
been early adopted.
b. Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the
Company as at 30 June 2021 and the results of all subsidiaries for the year then ended. The Company
and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated
entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power to direct
the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the
consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the consolidated
entity.
23
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change
in ownership interest, without the loss of control, is accounted for as an equity transaction, where the
difference between the consideration transferred and the book value of the share of the non-controlling
interest acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement
of profit or loss and other comprehensive income, statement of financial position and statement of
changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed
to the non-controlling interest in full, even if that results in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including
goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative
translation differences recognised in equity. The consolidated entity recognises the fair value of the
consideration received and the fair value of any investment retained together with any gain or loss in
profit or loss.
c. Going Concern
The consolidated financial statements of the Group have been prepared on a going concern basis
which anticipates the ability of the entity to meet its obligations in the normal course of business.
d. Leases
The Group as lessee
At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease
present, a right-of-use asset and a corresponding liability are recognised by the Group where the
Group is a lessee. However, all contracts that are classified as short-term leases (i.e. leases with a
remaining lease term of 12 months or less) and leases of low-value assets are recognised as an
operating expense on a straight-line basis over the term of the lease.
Initially, the lease liability is measured at the present value of the lease payments still to be paid at the
commencement date. The lease payments are discounted at the interest rate implicit in the lease. If
this rate cannot be readily determined, the Group uses incremental borrowing rate.
Lease payments included in the measurement of the lease liability are as follows:
•
•
•
•
•
fixed lease payments less any lease incentives;
variable lease payments that depend on the index of the rate, initially measured using the
index or rate at the commencement date;
the amount expected to be payable by the lessee under residual value guarantees;
the exercise price of purchase options if the lessee is reasonably certain to exercise the
options;
lease payments under extension profits, if the lessee is reasonably certain to exercise the
options; and
• payments of penalties for terminating the lease, if the lease term reflects the exercise of
options to terminate the lease.
24
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
The right-of-use assets comprise the initial measurement of the corresponding lease liability, any lease
payments made at or before the commencement date and initial direct costs. The subsequent
measurement of the right-of-use asset is at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or useful life of the underlying asset,
whichever is the shortest.
Where a lease transfers ownership of the underlying asset or the costs of the right-of-use asset reflects
that the Group anticipates exercising a purchase option, the specific asset is depreciated over the
useful life of the underlying asset.
e. Foreign Currency Translation
The financial statements are presented in Australian dollars, which is the Group’s functional and
presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of
such transactions and from the translation at financial year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in profit or loss.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net
investment is disposed of.
f. Financial Instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the financial instrument. Financial instruments (except for trade receivables)
are measured initially at fair value adjusted by transactions costs, except for those carried “at fair value
through profit or loss”, in which case transaction costs are expensed to profit or loss. Where available,
quoted prices in an active market are used to determine the fair value. In other circumstances,
valuation techniques are adopted. Subsequent measurement of financial assets and financial liabilities
are described below.
Trade receivables are initially measured at the transaction price if the receivables do not contain a
significant financing component in accordance with AASB 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks and rewards are transferred. A
financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
25
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Classification and subsequent measurement
Financial assets
Except for those trade receivables that do not contain a significant financing component and are
measured at the transaction price in accordance with AASB 15, all financial assets are initially
measured at fair value adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those designated and
effective as hedging instruments, are classified into the following categories upon initial recognition:
-
-
-
amortised cost;
fair value through other comprehensive income (FVOCI); and
fair value through profit or loss (FVPL).
Classifications are determined by both:
- The contractual cash flow characteristics of the financial assets; and
- The entities business model for managing the financial asset.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are
not designated as FVPL):
-
-
they are held within a business model whose objective is to hold the financial assets and
collect its contractual cash flows; and
the contractual terms of the financial assets give rise to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash
equivalents, trade and most other receivables fall into this category of financial instruments.
Financial assets at fair value through other comprehensive income
The Group measures debt instruments at fair value through other comprehensive income (OCI) if both
of the following conditions are met:
- The contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding; and
- The financial asset is held within a business model with the objective of both holding to collect
contractual cash flows and selling the financial asset.
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and
impairment losses or reversals are recognised in the statement of profit or loss and computed in the
same manner as for financial assets measured at amortised cost. The remaining fair value changes
are recognised in OCI.
26
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
instruments designated at fair value through OCI when they meet the definition of equity under AASB
132 Financial Instruments: Presentation and are not held for trading.
Financial assets at fair value through profit or loss (FVPL)
Financial assets at fair value through profit or loss include financial assets held for trading, financial
assets designated upon initial recognition at fair value through profit or loss, or financial assets
mandatorily required to be measured at fair value. Financial assets are classified as held for trading if
they are acquired for the purpose of selling or repurchasing in the near term.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an
effective hedge, as appropriate.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction
costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method
except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at
fair value with gains or losses recognised in profit or loss.
All interest-related charges and, if applicable, gains and losses arising on changes in fair value are
recognised in profit or loss.
Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt
instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on
whether there has been a significant increase in credit risk. For trade receivables, the Group applies
the simplified approach permitted by AASB, which requires expected lifetime losses to be recognised
from initial recognition of the receivables.
g. Property, Plant & Equipment
Land and buildings are shown at historical cost, unless stated otherwise, less subsequent depreciation
and impairment for buildings. The cost of self-constructed assets includes the cost of materials, direct
labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and
restoring the site on which they are located, and an appropriate proportion of production overheads.
Plant and equipment is stated at historical cost less accumulated depreciation and impairment.
Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a diminishing value basis to write off the net cost of each item of property,
plant and equipment (excluding land) over their expected useful lives. Items valued at cost under
$1,000 are immediately deducted.
27
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
The depreciation rate used for each class of depreciable asset is:
Asset Class
Plant & Equipment
Leasehold Improvements
Capital Work-in-Progress
Depreciation Rate
30% Diminishing Value
10% Diminishing Value
-
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate,
at each reporting date.
Leasehold improvements and plant and equipment under lease are depreciated over the unexpired
period of the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future
economic benefit to the consolidated entity. Gains and losses between the carrying amount and the
disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item
disposed of is transferred directly to retained profits.
Capital expenditure on assets under construction and not yet ready for use by the Group is reflected
as a distinct item in capital works in progress until the period of completion. Upon completion, the asset
is reclassified and shown as distinct item in fixed assets.
h.
Impairment of Assets
At the end of each reporting period, the Group assesses whether there is any indication that an asset
may be impaired. The assessment will include considering external and internal sources of information,
including dividends received from subsidiaries, associates or jointly controlled entities deemed to be
out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset
by comparing the recoverable amount of the asset, being the higher of the asset's fair value less costs
to sell and value in use to the asset's carrying amount. Any excess of the asset's carrying amount over
its recoverable amount is recognised immediately in profit or loss unless the asset is carried at a
revalued amount in accordance with another Standard (e.g. in accordance with the revaluation model
in AASB 116). Any impairment loss of a revalued asset is treated as a revaluation decrease in
accordance with that Standard.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
i. Trade and Other Receivables
Trade receivables are recognised initially at the transaction price (i.e. cost) and are subsequently
measured at cost less provision for impairment. Receivables expected to be collected within 12 months
of the end of the reporting period are classified as current assets. All other receivables are classified
as non-current assets.
28
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
At the end of each reporting period, the carrying amount of trade and other receivables are reviewed
to determine whether there is any objective evidence that the amounts are not recoverable. If so, an
impairment loss is recognised immediately in statement of comprehensive income.
j. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term
highly liquid investments with original maturities of three months or less, and bank overdrafts.
Overdrafts are shown within short-term borrowings in current liabilities on the statement of financial
position.
k.
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable
value on a 'first in first out' basis. Cost comprises of direct materials and delivery costs, direct labour,
import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure
based on normal operating capacity. Costs of purchased inventory are determined after deducting
rebates and discounts received or receivable.
Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and
delivery costs, net of rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated
costs of completion and the estimated costs necessary to make the sale.
l.
Investments
An associate is an entity over which the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the entity but does not control or
have joint control of those policies. Investments in associates are accounted for in the consolidated
financial statements by applying the equity method of accounting, whereby the investment is initially
recognised at cost (including transaction costs) and adjusted thereafter for the post-acquisition change
in the Group’s share of net assets of the associate. In addition, the Group’s share of the profit or loss
and other comprehensive income is included in the consolidated financial statements.
The carrying amount of the investment includes, when applicable, goodwill relating to the associate.
Any discount on acquisition, whereby the Group’s share of the net fair value of the associate exceeds
the cost of investment, is recognised in profit or loss in the period in which the investment is acquired.
Profits and losses resulting from transactions between the Group and the associate are eliminated to
the extent of the Group’s interest in the associate.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the
Group discontinues recognising its share of further losses unless it has incurred legal or constructive
obligations or made payments on behalf of the associate. When the associate subsequently makes
profits, the Group will resume recognising its share of those profits once its share of the profits equals
the share of the losses not recognised.
29
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
The requirements of AASB 128: Investments in Associates and Joint Ventures and AASB 9: Financial
Instruments are applied to determine whether it is necessary to recognise any impairment loss with
respect to the Group’s investment in an associate or a joint venture. When necessary, the entire
carrying amount of the investment (including goodwill) is tested for impairment in accordance with
AASB 136: Impairment of Assets as a single asset by comparing its recoverable amount (higher of
value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss
recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss
is recognised in accordance with AASB 136 to the extent that the recoverable amount of the investment
subsequently increases.
m. Revenue and Other Income
Revenue arises mainly from sale of fresh produce, grants, and rentals over the farm property. To
determine whether to recognise revenue, the Group follows a 5-step process:
i.
Identifying the contract with a customer
ii.
Identifying the performance obligations
iii.
Determining the transaction price
iv.
Allocating the transaction price to the performance obligations
Recognising revenue when/as performance obligation(s) are satisfied.
v.
The revenue excludes any amounts collected on behalf of third parties (GST).
i.
Sale of goods
Revenue is recognised when control of the asset is transferred to the customer, generally, on delivery
of the goods.
ii.
Interest revenue is recognised when received.
All revenue is stated net of the amount of goods and services tax (GST).
iii.
Grant revenue
Grants are recognised at their fair value where there is a reasonable assurance that the grant will be
received, and the Company will comply with all attached conditions. Grants relating to costs are
deferred and recognised in the profit or loss over the period necessary to match them with the costs
that they are intended to compensate. Grants relating to the purchase of property, plant and equipment
are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-
line basis over the expected lives of the related assets.
The cash flow boost is an incentive provided by the Commonwealth Government to eligible employers
to provide economic support during the COVID-19 pandemic and is accounted for on a cash receipts
basis.
iv.
Other Revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
n. Trade and Other Payables
Trade and other payables represent the liabilities at the end of the reporting period for goods and
services received by the Group that remain unpaid.
30
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Trade payables are recognised at their transaction price. Trade payables are obligations on the basis
of normal credit terms.
o. Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of
transaction costs. They are subsequently measured at amortised cost using the effective interest
method. No borrowing costs were recognised by the Group during the year.
p. Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation
as a result of a past event, it is probable the consolidated entity will be required to settle the obligation,
and a reliable estimate can be made of the amount of the obligation. The amount recognised as a
provision is the best estimate of the consideration required to settle the present obligation at the
reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time
value of money is material, provisions are discounted using a current pre-tax rate specific to the liability.
The increase in the provision resulting from the passage of time is recognised as a finance cost.
q. Employee Provisions
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service
leave expected to be settled wholly within 12 months of the reporting date are measured at the
amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for long service leave not expected to be settled within 12 months of the reporting date is
measured at the present value of expected future payments to be made in respect of services provided
by employees up to the reporting date using the projected unit credit method. Consideration is given
to expected future wage and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the reporting date on corporate bonds
with terms to maturity and currency that match, as closely as possible, the estimated future cash
outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they
are incurred.
r. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount
of GST incurred is not recoverable from the Australian Tax Office (ATO).
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net
amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables
in the statement of financial position.
31
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing
or financing activities which are recoverable from, or payable to, the ATO are presented as operating
cash flows included in receipts from customers or payments to suppliers.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or
payable to, the tax authority.
s.
Income Tax
The income tax expense for the period is the tax payable on the current period's taxable income based
on the income tax rate applicable in Australia adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected
to apply when the assets are recovered or liabilities are settled, based on those tax rates which are
enacted or substantively enacted in Australia. The relevant tax rates are applied to the cumulative
amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.
An exception is made for certain temporary differences arising from the initial recognition of an asset
or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if
they arose on goodwill or in a transaction, other than a business combination, that at the time of the
transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if
it is probable that future taxable amounts will be available to utilise those temporary differences and
losses. The carrying amount of deferred income tax assets is reviewed at each balance sheet date
and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised
to the extent that it has become probable that future taxable profit will allow the deferred tax asset to
be recovered.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
t. Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial period.
u. Segment Reporting
The Group operates in the agriculture industry in Australia. For management purposes, the Group is
organised into one main operating segment which involves sales and marketing of fresh produce in
Australia. All of the Group’s activities are interrelated and discrete financial information is reported to
the Board (Chief Operating Decision Maker) as a single segment. Accordingly, all significant operating
32
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
decisions are based upon analysis of the Group as one segment. The financial results from this
segment are equivalent to the financial statements of the Group as a whole.
v. Share Based Payments
The Group makes payments to selected suppliers in the form of equity settled share-based payments,
where shares are issued in exchange for goods or services, the amounts of which are determined by
reference to the value of the underlying goods or services exchanged.
Share based payments to employees and directors are valued using the Black Scholes or Hoadley
EOS 2 options pricing valuation model and expensed over the vesting period.
w. Financial Risk Management
The Group’s activities expose it to a variety of financial risks; market risk, credit risk, liquidity risk and
cash flow interest risk. The Group’s overall risk management program focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the financial performance of
the Group.
(i) Market risk
Currently the Group is not exposed to any significant market risk.
(ii) Credit risk
The Group currently has no significant concentrations of credit risk.
(iii) Liquidity risk
The Group manages its liquidity risk by monitoring its cash reserves and forecast spending.
Management is cognisant of the future demands for liquid finance resources to finance the Group’s
current and future operations.
(iv) Cash flow interest risk
The Group is not exposed to any significant interest risk. The shareholders loan is interest free with no
fixed term of repayment.
(v) Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign
currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and
financial liabilities denominated in a currency that is not the entity's functional currency. The risk is
measured using sensitivity analysis and cash flow forecasting.
x. Critical Accounting Estimates and Judgements
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that may have a financial impact on the Group and that
are believed to be reasonable under the circumstances.
33
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
(i) Accounting for share based payments
The Group’s accounting policy is stated in note 1 (v). The values of these share-based payments are
based on the market values of the goods or services acquired by the share-based payments.
(ii) Recoverability of Deferred Tax Assets
Judgement is required in determining whether deferred tax assets are recognised on the statement of
financial position. Deferred tax assets, including those arising from un-utilised tax losses require
management to assess the likelihood that the Group will generate taxable earnings in future periods,
in order to utilise recognised deferred tax assets. Estimates of future taxable income are based on
forecast cash flows from operations and the application of existing tax laws in Australia. To the extent
that future cash flows and taxable income differ significantly from estimates, the ability of the Group to
realise the net deferred tax assets recorded at the reporting date could be impacted. At balance date
the net deferred tax assets are not recognised on the statement of financial position.
Additionally, future changes in tax laws in Australia could limit the ability of the Group to obtain tax
deductions in future periods.
(iii) Impairment
An impairment loss is recognised for the amount by which the assets’ or cash-generating unit’s carrying
amount exceeds its recoverable amount. To determine the recoverable amount, management
estimates expected future cash flows from each cash-generating unit and determines a suitable
interest rate in order to calculate the present value of those cash flows. In the process of measuring
expected future cash flows management makes assumptions about future operating results. These
assumptions relate to future events and circumstances. The actual results may vary, and may cause
significant adjustments to the Company’s assets within the next financial year.
Determining the applicable discount rate also involves estimating the appropriate adjustment to market
risk and the appropriate adjustment to asset-specific risk factors.
(iv) Useful lives of depreciable assets
Management reviews the useful lives of depreciable assets at each reporting date, based on the
expected utility of the assets to the Company.
(v) Revenue from contracts with customers involving sale of goods
When recognising revenue in relation to the sale of goods to customers, the key performance
obligation of the consolidated entity is considered to be the point of delivery of the goods to the
customer, as this is deemed to be the time that the customer obtains control of the promised goods
and therefore the benefits of unimpeded access.
y.
Issued Capital
Ordinary shares are classified as equity. Issued and paid-up capital is recognised at the fair value of
the consideration received by the Group.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
34
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
z. Agricultural produce and consumables on hand
Agricultural produce, such as harvested produce, is recognised on harvest and is stated at the lower
of cost (determined on application of AASB 141 Agriculture) and net realisable value.
Consumables such as unspread fertiliser and other farming implements on hand at balance date are
recognised at the lower of cost or net realisable value.
aa. Biological Assets
Recognition and Measurement
Biological assets are measured at their face value less costs to sell at each reporting date. The fair
value is determined as the net present value of cashflows expected to be generated by these cattle
(including a risk adjustment factor). Where fair value cannot be measured reliably, biological assets
are measured at cost.
Net increments and decrements in the fair value of the growing assets are recognised as income or
expense in the statement of profit/loss and other comprehensive income determined as:
- The difference between the total fair value of the biological assets recognised at the beginning
of the reporting period and the total fair value of the biological assets recognised at reporting
date.
- Costs incurred in maintaining or enhancing the biological assets recognised at the beginning
of the reporting period and the total fair value of the biological assets recognised at the
reporting date.
- The market value of the produce picked during the reporting period is measured at their fair
value less estimated costs to be incurred up until the time of picking. Market price is
determined based on underlying market prices of the product.
All cost incurred in relation to the development of biological assets in the current financial year have
been expensed to the Statement of profit and loss and other comprehensive income as the Group has
not yet commercialised its operations.
bb. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Wide Open
Agriculture Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted
average number of ordinary shares outstanding during the financial year, adjusted for bonus elements
in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share
to take into account the after income tax effect of interest and other financing costs associated with
dilutive potential ordinary shares and the weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential ordinary shares.
35
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
cc. Fair Value Measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or
disclosure purposes, the fair value is based on the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement
date; and assumes that the transaction will take place either: in the principal market; or in the
absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair
value measurement is based on its highest and best use. Valuation techniques that are appropriate
in the circumstances and for which sufficient data are available to measure fair value, are used,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value
hierarchy that reflects the significance of the inputs used in making the measurements.
Classifications are reviewed at each reporting date and transfers between levels are determined
based on a reassessment of the lowest level of input that is significant to the fair value
measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when
internal expertise is either not available or when the valuation is deemed to be significant. External
valuers are selected based on market knowledge and reputation. Where there is a significant change
in fair value of an asset or liability from one period to another, an analysis is undertaken, which
includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
dd. Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-
current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or
consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of
trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash
or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12
months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's
normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12
months after the reporting period; or there is no unconditional right to defer the settlement of the liability
for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
36
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
2
Revenue and Other Income
Revenue from contracts with customers
Sale of goods
Other Income
Rent received1
Grants & incentives2
Interest income
Consulting fees
Gain on disposal of assets
Other income
Total other income
Total
2021
$
2020
$
4,315,310
1,446,639
9,000
237,981
82,347
-
-
8,719
338,047
4,653,357
9,000
425,151
39,381
5,796
606
9,340
489,274
1,935,913
1 Rent received is from McAlpine Farms which is co-owned by Stuart McAlpine.
2 Grants and incentives received relate to Commonland grant funding received for carrying out 4 Returns work
and to fund investments in Farmfolk Services Pty Ltd. Also included is COVID-19 government stimulus
grants.
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Channel
Retail
Online
Foodservice & Wholesale
Geographical regions
Australia
Timing of revenue recognition
Goods transferred at a point in time
550,475
1,351,783
2,413,052
4,315,310
159,401
347,595
939,643
1,446,639
4,315,310
1,446,639
4,315,310
1,446,639
37
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
3 Other Expenses
Foreign Currency Gains & Losses
General Expenses
Insurance
Legal
Vehicle Expenses
Office Expenses
Production Development & Marketing
Regulatory Costs
Rent
Staffing Expenses
Travel
4
Cash and Cash Equivalents
Cash at bank
Cash on deposit
Funds held in trust
5
Biological Assets
Current
Cattle Livestock
2021
$
9,114
417,810
64,095
57,279
53,470
101,662
258,739
358,232
22,223
60,812
19,423
1,422,859
2021
$
2020
$
1,134
100,597
39,155
18,000
36,625
20,400
96,439
209,656
23,601
11,680
15,029
572,316
2020
$
11,296,079
51,250
1,628,688
12,976,017
2,919,326
1,512,059
-
4,431,385
2021
$
402,662
402,662
2020
$
35,668
35,668
Cattle livestock comprises of cattle purchased for processing and sale through Dirty Clean Food during the
current financial year. Cattle are held on agistment in South Western Australia.
Reconciliation of carrying amount between periods:
Opening balance
Gain from changes in fair value
Increase due to purchases
(Decrease) due to slaughter
Closing balance
Quantity of biological assets by category:
Cattle Livestock
38
2021
$
35,668
69,262
391,236
(93,505)
402,662
2021
No.
193
2020
$
-
4,104
149,315
(117,751)
35,668
2020
No.
23
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
6
Trade and Other Receivables
Current
Accounts receivable
Provision for Doubtful Debts
GST receivable
Initial Equity Issued
Accrued Revenue
Bonds & Deposits
Non-Current
Deposit (refer to note 25)
7
Prepayments
Workers Compensation
Insurances
Packaging
8
Inventory
Finished Goods
Goods in transit
2021
$
314,168
(9,374)
224,295
3
12,000
88,531
629,623
200,000
200,000
2021
$
4,075
45,566
24,854
74,495
2021
$
1,185,287
-
1,185,287
2020
$
115,224
(10,332)
72,285
3
6,043
600
183,823
200,000
200,000
2020
$
1,448
16,303
-
17,751
2020
$
150,286
19,427
169,713
39
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
9
Investments
At 30 June 2020, the Group held a 20% interest in Farmfolk Services Pty Ltd and accounted for the
investment as an equity-accounted investment. On 1 November 2020, the Group disposed of its
interest to a third party for a consideration of $107,500. This transaction has resulted in the
recognition of a gain in the statement of profit or loss and other comprehensive income, calculated
as follows:
Farmfolk Services Pty Ltd
Cost accounted for
Share of (loss) from prior periods
Share of profit/(loss) for the current period
Carrying amount
Proceeds of disposal
Less: Carrying amount on the date of disposal
Gain on disposal recognised at other Income
10 Property, Plant & Equipment
2021
$
100,000
(14,040)
941
86,901
107,500
(86,901)
20,599
2021
Net book value
At beginning of the year
Additions
Disposal
Depreciation for the year
At 30 June 2021
2020
At beginning of the year
Additions
Disposal
Reclassification
Depreciation for the year
At 30 June 2020
Plant and
equipment
$
129,937
189,832
(7,487)
(42,974)
269,308
Leasehold
Improvements
$
-
160,121
-
(1,120)
159,001
Capital works
in progress
$
-
19,695
-
-
19,695
116,398
51,412
(5,758)
3,892
(36,007)
129,937
-
-
-
-
-
-
973
2,919
-
(3,892)
-
-
2020
$
100,000
-
(14,040)
85,960
-
-
-
Total
$
129,937
369,648
(7,487)
(44,094)
448,004
117,371
54,331
(5,758)
-
(36,007)
129,937
40
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
11 Right-of-use Assets
Non-current
Land and buildings – right-of-use
Less: Accumulated amortisation
Plant and equipment – right-of-use
Less: Accumulated amortisation
12 Secured Loan
Non-current
Secured loan
2021
$
1,287,425
(53,643)
1,233,782
376,895
(57,401)
319,494
1,553,276
2021
$
17,241
2020
$
-
-
-
-
-
-
-
2020
$
-
During the year, the group lent a key supplier $25,000 to fund the purchase of equipment which
increased supply of products available for sale under the Dirty Clean Food brand.
13 Trade and Other Payables
Current
Trade creditors
Accruals
Employee liabilities
Other
14 Lease Liabilities
2021
$
635,566
271,622
171,990
32,270
1,111,448
2020
$
136,792
52,378
101,010
300
290,480
The Group has leases for the main warehouse and related facilities, deliver trucks and forklifts for
distribution of goods and services.
Current
Lease liabilities
Non-Current
Lease liabilities
2021
$
331,252
1,273,309
2020
$
-
-
41
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Future minimum lease payments at 30 June 2021 are as follows:
Within
one year
1 to 2
years
Minimum lease payments due
4 to 5
years
2 to 3
years
3 to 4
years
After 5
years
Total
30 June 2021
Lease payments
Finance charges
Net present value
30 June 2020
Lease payments
Finance charges
Net present value
407,273
(76,021)
331,252
356,513
(55,959)
300,554
280,345
(42,345)
238,000
287,927
(30,024)
257,903
291,146
(16,697)
274,449
206,347 1,829,551
(3,944) (224,990)
202,403 1,604,561
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The Group has elected not to recognise a lease liability for short term leases (leases with an expected
term of 12 months or less) or for leases of low value assets. Payments made under such leases are
expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to
be recognised as lease liabilities and are expensed as incurred.
The expense relating to payments not included in the measurement of a lease liability is as follows:
Short-term leases
Variable lease payments
15 Provisions
Current
Annual Leave
Non-Current
Long Service Leave
16 Borrowings and other financial liabilities
Non-Current
Shareholder loan – Gross Liability
Less: Notional interest
42
2021
$
19,225
5,917
25,142
2021
$
2020
$
23,510
-
23,510
2020
$
95,743
51,432
21,399
15,633
2021
$
811,863
(273,168)
538,695
2020
$
811,863
(296,365)
515,498
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
17 Fair Value Measurement
Fair value hierarchy
The following tables detail the consolidated entity’s assets and liabilities, measured or disclosed at
fair value, using a three level hierarchy, based on the lowest level of input that is significant to the
entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity
can access at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability that the entity can access at the measurement date
Level 3: Unobservable inputs for the asset or liability
30 June 2021
Current assets
Biological assets
Total assets
Non-current liabilities
Shareholder loan
Total liabilities
30 June 2020
Current assets
Biological assets
Total assets
Non-current liabilities
Shareholder loan
Total liabilities
Level 1
$
Level 2
$
Level 3
$
Total
$
-
-
-
-
-
-
402,662
402,662
402,662
402,662
538,695
538,695
-
-
538,695
538,695
Level 1
$
Level 2
$
Level 3
$
Total
$
-
-
-
-
-
-
35,668
35,668
35,668
35,668
515,498
515,498
-
-
515,498
515,498
There were no transfers between levels during the financial year.
Valuation techniques for fair value measurements categorised within level 2 and level 3
The basis for the valuation of biological assets is fair value. Biological assets are revalued semi-
annually based on estimated final weight at the balance date multiplied by the market selling price
per kilogram specific to the category of biological asset.
43
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
The shareholder loan has been valued based on a discounted cashflow model. The shareholder
loan is an interest-free loan, therefore has been revalued based the net present value of expected
future discounted cashflows. The discount rate used at 30 June 2021 and 30 June 2020 is 4.5%,
which is based on the interest rate the Group would be able to obtain should the funds have been
borrowed commercially.
18
Issued Capital
2021
$
2020
$
2021
Shares
2020
Shares
Ordinary Shares
Capital Raising Costs
26,219,533
(1,362,687)
24,856,846
10,297,390
(660,673)
9,636,717
113,910,514
-
113,910,514
82,208,774
-
82,208,774
(a) Movement in Ordinary Share Capital
Balance at 1 July 2020
Shares Issued
Shares Issued
Options Exercised
Options Exercised
Options Exercised
Options Exercised
Options Exercised
Less: Transaction Costs
Balance at 30 June 2021
Balance at 1 July 2019
Shares Issued
Shares Issued
Shares Issued
Options Exercised
Options Exercised
Less: Transaction Costs
Balance at 30 June 2020
No. of shares
82,208,774
9,444,445
202,710
3,325,000
600,000
600,000
15,729,585
1,800,000
-
113,910,514
70,579,249
11,111,112
141,978
18,285
350,000
8,150
-
82,208,774
Issue
Price
$
0.90
0.24
0.15
0.20
0.25
0.30
0.50
-
0.27
0.24
0.30
0.15
0.30
-
Total
$
9,636,717
8,500,040
47,756
777,117
156,706
163,128
5,377,396
900,000
(702,014)
24,856,846
6,666,094
3,000,000
33,542
5,500
81,802
2,659
(152,880)
9,636,717
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the
company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and
upon a poll each share shall have one vote.
44
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
19 Options
(a) Unlisted Options
Balance at beginning of period
Options issued
Unlisted options converted into listed options
Options exercised transferred to issued capital
Balance at end of period
2021
$
2020
$
1,218,401
3,029,776
(276,325)
(639,801)
3,332,051
632,338
615,365
-
(29,302)
1,218,401
(b) Listed Options
$
$
Balance at beginning of period
Options issued
Unlisted options converted into listed options
Options exercised transferred to issued capital
Options lapsed transferred to accumulated losses
Balance at end of period
72,820
-
276,325
(346,921)
(2,224)
-
56,058
16,876
-
(114)
72,820
On 14 October 2020 Euroz Securities Limited were issued 1,000,000 unlisted options, exercisable at
$1.125, expiring on 13 April 2022, pursuant to the lead manager agreement between WOA and Euroz
Securities Limited.
On 23 November 2020 at the Annual General Meeting of Shareholders it was approved to issue
Directors 3,250,000 unlisted options, exercisable at $1.28, expiring on 30 November 2024. A further
375,000 unlisted options were issued to consultants for nil consideration under the employee incentive
scheme.
During the financial year ended 30 June 2021, in accordance with the terms of the ‘piggy back options’
issued in the IPO, 3,800,000 unlisted options were issued, exercisable at $0.50, expiring on 31
December 2023. These options are free attaching and are not valued.
On 16 April 2021, 2,989,231 unlisted options were issued to employees and contractors for nil
consideration under the employee incentive scheme. The options have an exercise price of $1.03 and
an expiry date of 7 April 2025.
Options issued in the form of share-based payments are valued using the Hoadley EOS 2 options
pricing valuation model. For options granted during the current financial year, the valuation model inputs
used to determine the fair value at the grant date, are as follows:
Number of
options
issued
Valuation
Date
Expiry
Date
Spot
Price
Exercise
Price
Volatility
Risk-free
interest
rate
Dividend
Yield
Early
Exercise
Multiple
Fair
Value
1,000,000
3,625,000
2,989,231
14/10/2020 13/04/2022
23/11/2020 30/11/2024
22/03/2021 07/04/2025
$0.965
$1.050
$0.750
$1.125
$1.280
$1.030
100%
100%
80%
0.15%
0.28%
0.72%
0%
0%
0%
2.5x
2.5x
2.5x
$0.3798
$0.5478
$0.3380
45
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
The fair value of the 7,614,231 options granted during the year was $3,375,792, of which $3,029,766
was expensed during the period whilst the remaining balance will be expensed over the remainder of the
vesting period.
The value of unlisted options expensed during the period may be broken down as follows:
Share-based payments expense
Capital raising costs
2021
$
2,649,976
379,800
3,029,776
2020
$
615,365
-
615,365
Set out below is the movements in options exercisable at the end of the financial year:
Listed Option
Unlisted Options
Balance at
the start of
the year
Granted
Exercised
Expired/
other
Balance at
the end of
the year
7,285,207
- (11,929,585)
17,575,000 11,414,231 (10,125,000)
24,860,207 11,414,231 (22,054,585)
4,644,378
-
(4,750,000) 14,114,231
(105,622) 14,114,231
20 Accumulated Losses
Accumulated losses at the beginning of the
financial year
Net loss attributable to members of the Group
Options lapsed transferred to accumulated losses
Accumulated losses at the end of the financial year
2021
$
2020
$
(6,546,744)
(7,529,618)
2,224
(14,074,138)
(4,690,629)
(1,856,115)
-
(6,546,744)
46
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
21 Financial Risk Management
Capital management
The Group’s objective when managing capital is to safeguard its ability to continue as a going concern
so that it can continue to provide returns for shareholders and benefits to other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the
capital structure, the Group may adjust the amount of dividends paid, return capital to shareholders,
issue new shares or sell assets to reduce debt.
Given the nature of the business, the Group monitors capital on the basis of current business
operations and cash flow requirements. There were no changes in the Group’s approach to capital
management during the year.
The Group's financial instruments consist mainly of deposits with banks, accounts receivable and
payable and borrowings.
The totals for each category of financial instruments, measured in accordance with AASB 9 Financial
Instruments as detailed in the accounting policies to these financial statements are as follows:
Financial Instruments
2021
Financial Assets
Cash and cash equivalents
Trade and other receivables
Bonds and deposits
Total financial assets
Weighted average interest rate
for the year
Financial Liabilities
Trade and other payables
Lease liabilities
Borrowings & other financial
liabilities
Total financial liabilities
Floating
Interest Rate
$
Fixed Interest
Rate
$
Non-interest
bearing
$
Total
$
12,924,767
-
200,000
13,124,767
51,250
-
-
51,250
313,535
88,531
- 12,976,017
313,535
288,531
402,066 13,578,083
0.80%
0.30%
-
-
-
-
-
-
-
-
1,079,779
1,604,561
1,079,779
1,604,561
538,695
3,223,035
538,695
3,223,035
The fair value of the above financial instruments approximates their carrying values.
47
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Financial Instruments
2020
Financial Assets
Cash and cash equivalents
Trade and other receivables
Bonds and deposits
Total financial assets
Weighted average interest rate
for the year
Financial Liabilities
Trade and other payables
Borrowings & other financial
liabilities
Total financial liabilities
Floating
Interest Rate
$
Fixed Interest
Rate
$
Non-interest
bearing
$
Total
$
2,919,326
-
200,000
3,119,326
1,512,059
-
600
1,512,659
-
183,823
-
183,823
4,431,385
183,823
200,600
4,815,808
0.75%
1.82%
-
-
-
-
-
-
-
242,724
242,724
515,498
758,222
515,498
758,222
Financial Risk Management Policies
The director's overall risk management strategy seeks to assist the Group in meeting its financial
targets, whilst minimising potential adverse effects on financial performance.
Risk management policies are approved and reviewed by the Board of Directors on a regular basis.
These included the credit risk policies and future cash flow requirements.
The main purpose of non-derivative financial instruments is to raise finance for Group operations.
The Group does not have any derivative instruments at 30 June 2021.
Financial risk management objectives
In common with all other businesses, the Group is exposed to risks that arise from its use of financial
instruments. This note describes the Group’s objectives, policies and processes for managing those
risks and the methods used to measure them. Further quantitative information in respect of those
risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its
objectives, policies and processes for managing those risks or the methods used to measure them
from previous periods unless otherwise stated in this note.
The board has overall responsibility for the determination of the Group’s risk management objectives
and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for
designing and operating processes that ensure the effective implementation of the objectives and
policies to the Group’s finance function. The Group’s risk management policies and objectives are
therefore designed to minimise the potential impacts of these risks on the Group where such impacts
may be material. The board receives monthly financial reports through which it reviews the
effectiveness of the processes put in place and the appropriateness of the objectives and policies it
48
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
sets. The overall objective of the board is to set policies that seek to reduce risk as far as possible
without unduly affecting the Group’s competitiveness and flexibility.
a. Market risk
Market risk for the Group arises from the use of interest-bearing financial instruments. It is the
risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in interest rate (see b. below)
b.
Interest rate risk management
Interest rate risk arises on cash and cash equivalents and receivables from related parties.
The Group does not enter into any derivative instruments to mitigate this risk. As this is not
considered a significant risk for the Group, no policies are in place to formally mitigate this risk.
Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates
for both derivatives and non-derivative instruments at the end on the reporting period.
If interest rates had been 100 basis points higher/lower and all other variables were held
constant, the Group’s loss for the year ended 30 June 2021 would decrease/increase by
$102,117.
c. Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies; consequently,
exposures to exchange rate fluctuations arise. At 30 June 2021, the Company has no cash
denominated in other foreign currencies. Exchange rate exposures are managed within
approved policy parameters utilising forward foreign exchange contracts. As at 30 June 2021,
the Group has not entered in any forward foreign exchange contracts.
d. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations
resulting in financial loss to the Group. The Group has adopted a policy of dealing with
creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means
of mitigating the risk of financial loss from defaults.
The credit risk on liquid funds is limited because the counterparties are banks with high credit-
ratings assigned by international credit-rating agencies.
e. Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which
has established an appropriate liquidity risk management framework for the management
of the Group’s short-, medium- and long-term funding and liquidity management
requirements. The Group manages liquidity by maintaining adequate banking facilities, by
continuously monitoring forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities.
49
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Contractual cash flow
Carrying
amount
Less than
1 month
1-3
months
3-12
months
1 year to 5
years
$
$
$
$
$
Total
contractual
cash flows
$
1,049,087 1,049,087
-
-
-
1,049,087
2021
Trade and other
payables
Lease liabilities 1,604,561
35,605
101,375
270,293 1,421,556
1,828,829
2020
Trade and other
payables
Lease liabilities
242,724
242,724
-
-
-
-
-
-
-
-
242,724
-
22 Reconciliation of Loss after Tax to Net Cash
Outflow from Operating Activities
(Loss) after income tax
Amortisation expense
Depreciation
Fair value gain on revaluation of loan
(Gain) on disposal of investments
Loss/(gain) on disposal of PPE
Grants received
Non-cash employee benefit costs
Non-cash interest costs
Share-based payments
Share of (profit)/loss from associate
Unrealised currency (gain)
Changes in assets and liabilities
(Increase) in operating receivables
(Increase) in inventory
(Increase) in biological assets
Increase in operating payables
Increase in provisions
Net cash (outflows) from operating activities
2021
$
(7,529,618)
111,044
44,094
-
(20,599)
214
(11,457)
-
50,361
2,649,976
(941)
-
(506,414)
(1,035,001)
(366,993)
858,861
50,078
(5,706,395)
2020
$
(1,856,115)
-
36,007
(296,365)
-
(606)
(375,151)
39,042
-
615,365
14,040
(67)
(123,737)
(148,141)
(35,668)
122,870
22,301
(1,986,225)
50
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23
Income Tax Expense
Reconciliation between tax expense and pre-tax loss:
Accounting (loss) before income tax
Tax at the domestic income tax rate of 26% (2020:
27.5%)
Temporary differences
Permanent differences
Adjustments for prior periods
Income tax benefit not recognised
Recoupment of Prior period tax losses
Income tax expenses/(benefit)
Unrecognised temporary differences
Unused tax losses for which no deferred tax asset
recognised
Temporary difference
Adjustment recognised for prior periods
Total
Potential benefit at 26% (2020: 27.5%)
24 Remuneration of Auditors
Audit Services
Stantons International – Audit of financial report
RSM Partners Australia – Audit of financial report
2021
$
2020
$
(7,529,618)
(1,856,115)
(1,957,701)
73,773
678,086
-
1,205,842
-
-
9,595,113
(672,287)
388,546
9,311,373
2,420,957
2021
$
-
51,000
51,000
(510,432)
(33,521)
(12,855)
-
556,808
-
-
5,079,587
121,895
(139,417)
5,062,065
1,392,068
2020
$
44,000
-
44,000
51
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
25 Commitments for expenditure and contingencies
On 29 July 2016, the Group entered into a contract to acquire land from Buntine Holdings Pty Ltd
with a deferred consideration element. The details are:
- Price of the land was $323,879.
- Deposit of $50,000 paid on 29 July 2016 in the form of 1,000,000 shares at 0.05c each
- Partial payment of $150,000 was made on 13 August 2018.
- Remaining consideration to be paid in full no later than 8 years from 23 March 2016.
-
Interest to be paid on this outstanding amount at the annual rate of the RBA base rate plus
2.5%. This has been treated as operational expense as Right of access and use.
- The land has not been accounted for as fixed assets.
On 20 November 2020, the Group exercised its option pursuant to the Option and Licence Agreement
to acquire exclusive commercial licence for the proprietary modified lupin protein technology
developed and patented by Curtin University. Details of the royalties payable to Curtin University
under the agreement are as follows:
- Royalties payable by the Group to Curtin University on the basis of:
a Production – a royalty of $120 per tonne of lupin protein isolate produced or
manufactured by the Group;
b High sale value – a royalty of 12.5% of net sales revenue in excess of $6,000 per
tonne of royalty sales product; and
c Sub-licence revenues – a royalty of 12.5% of revenue derived by sub-licences.
Minimum annual royalty payable by the Group to Curtin University as noted below:
- Commencing on year 3 after the commencement date of the licence of $25,000;
- Commencing on year 4 after the commencement date of the licence of $35,000;
- Commencing on year 5 after the commencement date of the licence of $50,000 per year
averaged over a 3 year periods; and
- Commencing on year 8 after the commencement date of the licence of $75,000 per year until
the end of the term and averaged over 3 year periods.
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
2021
$
4,496
183,879
750,000
938,375
2020
$
176,389
123,879
811,863
1,112,131
Short Term Operating Lease Commitment
4,496
7,536
Commitments for expenditure for the financial year within one year represent payment for office lease
costs.
Commitments for expenditure for the financial year longer than one year, but not longer than five
years represent deferred consideration of purchase of Kulinbah East Block from Buntine Holdings
Pty Ltd, and payment of the minimum annual royalties to Curtin University of $60,000.
52
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Commitments for expenditure for the financial year over five years represent payment of minimum
annual royalties to Curtin University of $750,000.
Other than the interests disclosed above there were no further commitments as at 30 June 2021.
26 Key Management Personnel Remuneration
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
27 Related Party Transactions
2021
$
312,194
26,481
1,581
1,780,220
2,120,476
2020
$
296,886
23,030
6,979
122,354
449,249
Transactions between related parties are on normal commercial terms and conditions no more
favourable than those available to other parties unless otherwise stated.
On 29 July 2016, the Group entered into a contract to acquire land from Buntine Holdings Pty Ltd
with a deferred consideration element. Refer to note 25 for further details.
The Group recognised rental income of $9,000 (2020: $9,000) during the period for the lease of
farmland to McAlpine Farms and interest expense of $3,283 relating to the purchase of Kulinbah East
Block. McAlpine Farms is co-owned by Stuart McAlpine, a current Director of the Group.
During the year the Company renegotiated a loan agreement with Commonland, replacing the
previous facility which was due within five years. The new loan is for $811,863 with the first instalment
payable on 9 February 2026 and no interest is payable.
The Group repaid an IPO contingency loan arrangement with Commonland Foundation of $100,000
on 27 July 2018. The total loan balance as at 30 June 2021 is $811,863 before discounted to present
value (2020: $811,863). Further non-refundable amounts of $109,984 and $50,000 were received
and included in income.
53
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
28 Equity Instruments Disclosure – Key Management Personnel
The Number of shares held by Directors and Key Management Personnel of the Group during the
year ended 30 June 2021, including their personally related parties, is set out below:
2021
Name
Balance at
1 July 2020
Granted as
compensation
Issued as
repayment
of loan
Bought &
(Sold)
Balance at
30 June 2021
Ben Cole
7,566,668
Anthony Maslin
7,816,668
Stuart McAlpine 2,000,000
Elizabeth Brennan
-
Ronnie Duncan
-
Total
17,383,336
55,118
52,711
31,627
31,627
31,627
202,710
-
-
-
-
-
-
-
10,000
1,265,000
-
-
1,275,000
7,621,786
7,879,379
3,296,627
31,627
31,627
18,861,046
The Number of shares held by Directors and Key Management Personnel of the Group during the
year ended 30 June 2020, including their personally related parties, is set out below:
2020
Name
Balance at
1 July 2019
Granted as
compensation
Issued as
repayment
of loan
Bought &
(Sold)
Balance at
30 June 2020
Ben Cole
7,566,668
Anthony Maslin
7,816,668
Hans Schut
515,000
Stuart McAlpine 2,000,000
Elizabeth Brennan
-
Ronnie Duncan
-
Total
17,898,336
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,566,668
7,816,668
515,000
2,000,000
-
-
17,898,336
29 Basic and Diluted Earning/(Loss) per Share
Basic loss per share (cents)
Diluted loss per share (cents)
Loss attributable to members of Wide Open Agriculture
Ltd
Weighted average number of shares outstanding
2021
$
(7.51)
(7.51)
2020
$
(2.56)
(2.56)
(7,529,618)
100,218,490
(1,856,115)
72,442,200
The Group has no ordinary share capital in respect of potential ordinary shares which would lead to
diluted earnings per share that shows an inferior view of the earnings per share. For this reason, the
diluted earning/(loss) per share for the year ended 30 June 2021 is the same as basic earning/(loss)
per share.
54
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
30 Significant Events After the Reporting Date
No matter or circumstance has arisen subsequent to the end of the reporting date which has
significantly affected the operations of the Group, the results of the operations or the state of affairs
of the Group.
31 Controlled Entities Disclosure
Controlled Entities
Parent Entity
Wide Open Agriculture Ltd
Subsidiaries
Dirty Clean Food Pty Ltd
Wide Open Land Pty Ltd
Wide Open Plant Protein Pty Ltd1
Country of Incorporation Ownership Interest
2021
2020
Australia
Australia
Australia
Australia
100%
100%
100%
100%
100%
100%
1On 24th of August 2020, the subsidiary Wide Open Hemp Pty Ltd changed its name to Wide Open
Plant Protein Pty Ltd.
32 Parent Entity Disclosures
Wide Open Agriculture Ltd
Statement of Financial Position
Current Assets
Non-Current Assets
Total Assets
Current Liabilities
Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
Listed Option Reserve
Unlisted Option Reserve
Accumulated Losses
Total Equity
2021
$
15,268,084
2,218,521
17,486,605
1,538,443
1,833,403
3,371,846
14,114,759
24,856,846
3,332,051
-
(14,074,138)
14,114,759
2020
$
4,838,340
415,897
5,254,237
341,912
531,131
873,043
4,381,194
9,636,717
72,820
1,218,401
(6,546,744)
4,381,194
Loss attributable to equity holders of the company
(7,529,618)
(1,856,115)
55
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Commitments
Within one year
Between 12 months and 5 years
Longer than 5 years
4,496
183,879
750,000
938,375
176,389
123,879
811,863
1,112,131
Operating Lease Commitments
4,496
7,536
Contingent Liabilities
Responsibility for all contingent liabilities of the group is held by the parent entity. Please refer to Note
25 for further information.
33 Dividends
The directors do not recommend the payment of a dividend in respect of the year ended 30 June
2021.
56
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
FOR THE YEAR ENDED 30 JUNE 2021
DIRECTORS’ DECLARATION
The directors of the Company declare that:
1.
The consolidated financial statements and notes, as set out on pages 18 to 56, are in
accordance with the Corporations Act 2001 and:
(a)
complying with Australian Accounting Standards (including the Australian accounting
interpretations), the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(b)
giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its
performance for the year ended on that date;
2.
3.
4.
In the director's opinion there are reasonable grounds to believe that the Group will be able to
pay its debts as and when they become due and payable.
The consolidated financial report also complies with International Reporting Standards.
The directors have been given the declarations required by s.295A of the Corporations Act
2001.
This declaration is made in accordance with a resolution of the directors, made pursuant to section
303(5)(a) of Corporations Act 2001.
On behalf of the directors
Director:
____________________
Dr Ben Cole
Director
Dated this 31 August 2021
57
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Wide Open Agriculture Limited for the year ended 30 June
2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 31 August 2021
TUTU PHONG
Partner
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
WIDE OPEN AGRICULTURE LIMITED
Opinion
We have audited the financial report of Wide Open Agriculture Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
Giving a true and fair view of the Group's financial position as at 30 June 2021 and of its financial
performance for the year then ended; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
Options
Refer to Note 19 in the financial statements
During the year, the Company issued 7,614,231
options. The fair value of options granted during the
year was $3,375,792 of which $3,029,766 was
expensed in the statement of profit or loss and other
comprehensive income.
Management has performed the valuation of the
options granted using a valuation model.
We considered the valuation of these options to be a
involved management’s
it
key audit matter as
judgement in determining various inputs used in the
valuation model.
How our audit addressed this matter
Our audit procedures included:
Reviewing the key terms and conditions of the
options issued;
Obtaining
the valuation model prepared by
management and assessing whether the model
was appropriate for valuing the options issued
during the year;
Challenging
the
key
assumptions used by management in the model
to calculate the fair value of the options;
reasonableness
of
Recalculating
the value of
the share-based
payment expense to be recognised; and
Reviewing the adequacy of the disclosures in the
financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2021 but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This
description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2021.
In our opinion, the Remuneration Report of Wide Open Agriculture Limited, for the year ended 30 June 2021,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 31 August 2021
TUTU PHONG
Partner
ADDITIONAL ASX INFORMATION
SHAREHOLDER INFORMATION
Additional information required by the Australian Stock Exchange and not shown elsewhere in this report is as
follows. The information is current as at 23 August 2021:
a) Distribution of Securities
b) Substantial holders
The names of substantial shareholders in accordance with section 671B of the Corporations Act 2001 are:
Holder
Number of Shares
FANJA PON & HANS RAE
COMMONLAND FOUNDATION
ANTHONY MASLIN
BEN COLE
16,437,644
12,000,000
7,879,379
7,621,786
%
14.40
10.51
6.90
6.68
c) Twenty largest shareholders (ASX:WOA)
The names of the twenty largest holders of securities are:
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
FANJA PON
COMMONLAND FOUNDATION
MR ANTHONY MASLIN & MS MARITE NORRIS
MR BEN COLE
HELMSHOEVE HOLDING B.V.
STUART MCALPINE
ICE COLD INVESTMENTS PTY LTD
MR & MRS VAN CAMPEN
BNP PARIBAS NOMINEES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MS REBECCA MA
OOFY PROSSER PTY LTD
TOPSFIELD PTY LTD
STRAIGHT LINES HOLDINGS PTY LTD
GINGA PTY LTD
62
23-Aug-21
16,437,644
12,000,000
7,879,379
7,621,786
3,587,223
3,296,627
2,045,702
2,000,000
1,955,980
1,513,321
1,365,743
1,096,476
1,021,112
982,250
953,417
%IC
14.40%
10.51%
6.90%
6.68%
3.14%
2.89%
1.79%
1.75%
1.71%
1.33%
1.20%
0.96%
0.89%
0.86%
0.84%
16
17
18
19
20
UBS NOMINEES PTY LTD
CITICORP NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LTD
NATIONAL NOMINEES LIMITED
GREATSIDE HOLDINGS PTY LTD
931,367
921,353
860,927
842,108
750,000
Total
68,062,415
Balance of register
46,098,099
0.82%
0.81%
0.75%
0.74%
0.66%
59.62%
40.38%
Grand total
114,160,514
100.00%
63