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 2022
30 June 2021
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
9,774
(10,788)
(10,788)
106%
(43%)
(43%)
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
16.86c
Previous
corresponding
period
12.39c
The 30 June 2022 financial report dated 31 August 2022 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 2022 Annual Financial Report.
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
CONSOLIDATED FINANCIAL REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
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
Independent Auditor’s Declaration
Independent Auditor’s Report
Additional ASX Information
1
2
20
21
22
24
25
60
61
62
65
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
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 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
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 2022.
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 over 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 Shire of Dalwallinu and Chaired the Regional Repopulation Advisory Committee. Stuart
is also co-founder 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 MFoodSec FARLF GAICD
Elizabeth has facilitated several community, agricultural and leadership development programs and fresh
produce marketing strategies in regional WA, across Australia and in Papua New Guinea. 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), Commissioner for the Agricultural Produce Commission and Councillor for the National
Farmers’ Federation Young Farmers’ Council. Elizabeth is a Graduate of the Australian Institute of Company
2
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
Directors (GAICD) and a Fellow with the Australian Rural Leadership Foundation (FARLF). 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 20 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.
3
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
REVIEW OF OPERATIONS
This financial year was a watershed year for the Company, as we transitioned into a vertically integrated food
and beverage business with a global presence. Revenues grew by 115% annually, reaching A$9.3 million.
Our success in the year was broad-based, bolstered by continued adoption of our Dirty Clean Food brand,
as well as success in developing and launching multiple oat milk products.
Just as importantly, the Company completed several key milestones underpinning our strategy to compete in
the global plant-based protein market with a unique and differentiated product called Buntine Protein®. We
are happy to confirm the Company has completed construction of its Buntine Protein® pilot production
facility, with an offtake agreement in place with Monde Nissin Australia.
Additionally, the Company is in advanced stages of product development for multiple Dirty Clean Food
products featuring Buntine Protein® that are expected to be launched during the 2023 financial year.
Year in Review
WOA was founded to be a unique company. We set out to apply a 4 Returns framework to build a global
business that harnesses the potential of regenerative agriculture in Western Australia and its Wheatbelt. Since
our initial public offering in 2018, WOA has made strong and consistent progress towards realising this vision,
focused on taste, climate and innovation:
1)
In 2019, WOA launched Australia’s leading regenerative food brand, Dirty Clean Food. Dirty Clean Food
has achieved scale in Western Australia as a premium food brand servicing customers in food service,
grocery and digital channels.
4
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
Dirty Clean Food taps into a paradigm shift in consumer expectations for food, connecting conscious
consumers to regenerative food and drinks. We have built a network of suppliers, including many farmers,
who are passionate about regenerative agriculture, and we are working closely with them to measure the
positive impact they are having on the environment.
2)
In 2020, Dirty Clean Food entered the market for plant-based drinks by launching the world’s first
regenerative and carbon neutral oat milk. Plant-based dairy represents one of the most attractive and fast-
growing segments in the global food industry and is expected to be worth US$62 billion by 20301. Oat milk
is the fastest growing product category within the overall Alt milk category. The drivers for plant-based
drinks – health, climate and taste – are well-aligned with our core skills. Regeneratively grown Western
Australian oats are best-in-class in category, and we were able to validate the broader value of the brand
by executing a sales strategy to sell Dirty Clean Food Oat Milk into Woolworths in Australia and via
in Singapore, Hong Kong, Taiwan and Gulf Cooperating Countries.
distribution agreements
In the financial year 2021-22, we began to realise our vision of harnessing the best of Western Australia’s
regenerative product and sharing it with the world. Underpinned by the success of Dirty Clean Food Oat
Milk, our products are now available in approximately 1,500 locations in Australia, Singapore and Hong
Kong, with initial orders expected to ship into Taiwan and Dubai later in 2022. The expansion of the Dirty
Clean Food brand and Oat Milk product range is just beginning. We expect fiscal year 2022-23 to be a
year of continued high growth, driven by new market expansion and the launch of Dirty Clean Food’s dairy-
equivalent-protein oat milk.
1 Bloomberg OECD Plant-Based Outlook 2021 - https://www.bloomberg.com/company/press/plant-based-foods-market-to-hit-162-
billion-in-next-decade-projects-bloomberg-intelligence/
5
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
3) This financial year has been a breakthrough year for our plant-based protein initiative. During 2020, WOA
acquired an exclusive licence to a laboratory-scale technology from Curtin University with the potential to
create a high-performance plant-based protein concentrate derived from Australian Sweet Lupin. Since
that time the Company has advanced the technology to food-grade, refined the process for attributes
suitable for an ingredient in manufactured plant-based foods, and constructed a pilot production facility
located in Dirty Clean Food headquarters in Kewdale, WA. The pilot plant was officially opened by the
Honourable Alannah MacTiernan, Minister for Regional Development, Agriculture and Food; Hydrogen
Industry, on 24 June 2022.
WOA has also sent samples of Buntine Protein® to a dozen potential ingredient customers and has signed
an initial strategic offtake agreement with Monde Nissin Australia. In addition to ingredient customers, WOA
plans to bring multiple products to market incorporating Buntine Protein® during fiscal year 2023 under the
Dirty Clean Food brand, which will demonstrate the versatility of Buntine Protein® as a high performing
plant protein ingredient.
The market for plant-based meat products is expected to be worth US$74 billion by 20302 as the world’s
population continues to grow and looks for high quality sources of protein.
Over 60% of the world’s lupin production is grown in Western Australia. Lupin is a key ingredient in
regenerative farming systems in the Wheatbelt, used as a rotational crop that naturally adds nitrogen into
the soil – reducing the need for chemical fertilisers. We believe that Buntine Protein® presents an
opportunity to increase value for lupins, similar to what has been seen for other crops integrated into the
global shift towards consuming plant-based foods. Lupin is currently primarily used for animal feed; Buntine
Protein® will increase the value of lupin as it is incorporated into premium human-grade food. WOA stands
to benefit from this through its proprietary process for manufacturing protein concentrate, as well as through
2 Bloomberg OECD Plant-Based Outlook 2021 - https://www.bloomberg.com/company/press/plant-based-foods-market-to-hit-162-
billion-in-next-decade-projects-bloomberg-intelligence/
6
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
the growing adoption of regenerative lupin growing processes.
Impact, natural capital and measurement
Our passion and commitment to building a profitable, 4 Returns company remains unchanged, and this year
we progressed from qualitative assessments to quantitative measures.
The six measures are under development and are presented below. Our intention is to offer our regen farmers
and conscious consumers quantitative measures that demonstrate progress across soil health, biodiversity,
carbon and water quality.
1. Natural Capital Accounting (NCA) framework and reporting: Partnership with Perth NRM using
the Integrated Futures model.
2. Data Framework: Collection, storage, secure management and benchmark reporting platform
for natural capital accounting.
3. Greenhouse Gas (GHG) emissions calculation and report: Partnership with CBH and
Department of Primary Industries and Regional Development (DPIRD).
4. Carbon Farming project/s opportunities: Engaging service providers / proponents including
partnership with the Carbon Farming Foundation.
5. Soil organic carbon remote satellite sensing analysis: Undertaken one pilot project partnering
with remote sensing company, Downforce Technologies.
6. Nutrient testing and analysis of Dirty Clean Food key products.
The Company’s Dirty Clean Food Oat Milk was certified “Carbon Neutral” by Climate Active, the Australian
government backed initiative for climate action. The formal certification was achieved through an official audit
of the production eco-system, combined with WOA’s extensive plan to actively calculate greenhouse gas
7
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
emissions and reduce these emissions via technology and increased operational efficiencies, while offsetting
any remaining emissions via carbon credits.
Wide Open Agriculture again met annual 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 November, WOA received binding commitments from institutional and sophisticated investors to raise
A$20.0 million (before costs) through a single tranche placement. The Company issued approximately 26.7
million new fully paid ordinary shares at an issue price of A$0.75 per share. The Company also raised A$0.6
million via a share purchase plan (SPP) to existing shareholders.
The Placement was strongly supported by a number of the Company’s existing shareholders 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 2022 was A$19,474,506 and the company remains adequately funded to
accelerate its growth initiatives and will continue to demonstrate appropriate fiscal management.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the financial year were the ongoing development of Dirty Clean
Food.
EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD
On 7 July 2022, the Company announced the appointment of Matthew Skinner as Chief Financial Officer.
On 22 August 2022, the Company announced that Dirty Clean Food will be sold in Western Australia’s first
Coles Local.
No other 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.
8
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
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
James Albany
Shares
Listed Options
7,621,786
7,919,379
3,296,627
31,627
31,627
72,034
-
-
-
-
-
-
Unlisted
Options
2,900,000
2,000,000
1,000,000
1,000,000
1,000,000
623,194
UNISSUED SHARES UNDER OPTIONS
As at the date of this report, the number of 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
Unlisted Options
31/03/2023
30/11/2022
08/01/2023
21/07/2023
31/12/2023
07/04/2025
30/11/2025
30/11/2025
$0.15
$0.20
$0.25
$0.9375
$0.50
$1.03
$1.24
$1.24
1,340,000
1,400,000
900,000
1,000,000
2,200,000
2,952,064
3,625,000
4,367,754
17,784,818
On 17 November 2021 at the Annual General Meeting of Shareholders it was approved to issue Directors
3,250,000 unlisted options, exercisable at $1.24, expiring on 30 November 2025.
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
Date
19/11/2021
19/11/2021
19/11/2021
19/11/2021
19/11/2021
Number
Granted
750,000
500,000
500,000
500,000
1,000,000
3,250,000
Exercise
Price
$1.24
$1.24
$1.24
$1.24
$1.24
Fair Value at
Grant Date
$145,500
$97,000
$97,000
$97,000
$194,000
$630,500
Expiry
Date
30/11/2025
30/11/2025
30/11/2025
30/11/2025
30/11/2025
Vesting
Hurdle
Nil
Nil
Nil
Nil
Nil
The terms and conditions of the options granted to consultants and subcontractors are as follows:
9
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
Consultant
Grant
Date
Robert Hall
19/11/2021
Ash Baldwin
19/11/2021
19/11/2021
Kent Rochester
Straight Lines Holdings 19/11/2021
21/01/2022
Euroz Hartleys
21/01/2022
Cannacord
Number
Granted
25,000
100,000
100,000
375,000
600,000
400,000
1,600,000
Exercise
Price
$1.24
$1.24
$1.24
$1.24
$0.94
$0.94
Fair Value
$4,853
$19,410
$19,410
$72,750
$55,110
$36,740
$208,273
Expiry
Date
30/11/2025
30/11/2025
30/11/2025
30/11/2025
21/07/2023
21/07/2023
Vesting
Hurdle
Nil
Nil
Nil
Nil
Nil
Nil
The terms and conditions of the options granted under the Employee Incentive Scheme are as follows:
Grant
Date
19/11/2021
Number
Granted
526,042
526,042
Exercise
Price
$1.24
Risk Free
Rate
1.42%
Fair Value
$102,105
$102,105
Expiry
Date
30/11/2025
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 Black Scholes Valuation Model.
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
Nomination
Committee
No.
attended
No.
eligible
to attend
No.
attended
No.
eligible
to attend
No.
attended
No.
eligible
to attend
No.
attended
No.
eligible
to attend
Ben Cole
Anthony Maslin
Stuart McAlpine
Elizabeth
Brennan
Ronnie Duncan
4
4
4
4
4
4
4
4
4
4
1
2
2
1
2
1
2
2
1
2
2
-
2
2
-
2
-
2
2
-
-
1
1
1
1
-
1
1
1
1
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.
10
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
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.
11
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
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.
12
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
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 2022, no remuneration consultants were engaged.
Voting and comments made at the Company’s last Annual General Meeting
At the 2021 AGM, 99.21% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2022. 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
James Albany – Chief Executive Officer
13
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
Short-term benefits
Post-employment
benefits
Long-term
benefits
Share-based payments
Cash salary
Cash
Non-
Super-
Long service
and fees
bonus
monetary
annuation
$
$
$
$
leave
$
Equity-
settled
shares
$
Equity-
settled
options
$
Total
$
66,667
38,333
38,306
38,333
197,331
220,138
599,108
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,667
3,833
3,833
3,833
-
-
-
-
19,673
11,723
21,954
59,793
-
11,723
-
-
-
-
-
-
-
145,500
97,000
97,000
97,000
218,834
139,166
139,139
139,166
194,000
422,727
-
242,092
630,500
1,301,124
2022
Non-Executive Directors:
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Executive Directors:
Ben Cole
Other Key Management Personnel
James Albany
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.
14
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
Short-term benefits
Post-employment
benefits
Long-term
benefits
Share-based payments
Cash salary
Cash
Non-
Super-
Long service
and fees
bonus
monetary2
annuation
$
$
$
$
leave
$
Equity-
settled
shares
$
Equity-
settled
options
$
Total
$
50,000
30,000
32,850
30,000
169,344
169,068
481,262
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
16,005
42,486
-
1,581
-
-
109,239
294,312
1,889,459
2,414,788
2021
Non-Executive Directors:
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Executive Directors:
Ben Cole
Other Key Management Personnel
James Albany
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.
15
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
Proportion of
remuneration
performance based
Value of share-based
payments as a
proportion of
remuneration
2022
2021
2022
2021
-
-
-
-
-
-
-
-
-
-
-
-
66%
70%
70%
70%
88%
89%
89%
89%
46%
75%
0%
37%
Non-Executive Directors:
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Executive Directors:
Ben Cole
Other Key Management Personnel
James Albany
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:
Agreement Commenced:
Term of agreement:
Details:
Ben Cole
Managing Director
6 July 2018 (Amended 23 August 2021)
Until terminated by either party
Base salary $220,000 plus superannuation, to be
reviewed annually
by the Board of directors. 6 month termination
notice by either party,
STI & LTI arrangements from time to time on
terms to be decided by the
Board and approved by shareholders.
Name:
Title:
Agreement Commenced:
Term of agreement:
James Albany
Chief Executive Officer
6 July 2018 (Amended 1 July 2021)
Until terminated by either party
16
Details:
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTOR'S REPORT
Base salary $220,000 plus superannuation, to be
reviewed annually
by the Board of directors. 6 month termination
notice by either party,
STI & 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
Name
Grant
Date
Number
Granted
Exerci
se
Price
Fair Value at Grant
Date
Expiry
Date
Number
Vested
during the
year
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Ben Cole
19/11/2021
19/11/2021
19/11/2021
19/11/2021
19/11/2021
750,000
500,000
500,000
500,000
1,000,000
3,250,000
$1.24
$1.24
$1.24
$1.24
$1.24
$145,500
$97,000
$97,000
$97,000
$194,000
$630,500
30/11/2025 750,000
30/11/2025 500,000
30/11/2025 500,000
30/11/2025 500,000
30/11/2025 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 2022 are set out below:
Name
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
Ben Cole
Value of
options
granted
during the
year
$
Value of
options
exercised
during the
year
$
Value of
options
lapsed
during the
year
$
145,000
97,000
97,000
97,000
194,000
-
-
-
-
-
-
-
-
-
-
17
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
James Albany
-
-
-
DIRECTOR'S REPORT
Additional disclosures relating to key management personnel
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:
Ordinary shares
Ben Cole
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
James Albany
Total
Balance at
the start of
the year
7,621,786
7,879,379
3,296,627
31,627
31,627
72,034
18,933,080
Received as
part of
remuneration
-
-
-
-
-
-
-
Additions Disposals/other
Balance at the
end of the year
-
40,000
-
-
-
-
40,000
-
-
-
-
-
-
-
7,621,786
7,919,379
3,296,627
31,627
31,627
72,034
18,973,080
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:
Options over
ordinary shares
Ben Cole
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
James Albany
Balance at
the start of
the year
1,900,000
1,250,000
500,000
500,000
500,000
873,194
5,523,194
Granted
Exercised
Expired/
forfeited/other
1,000,000
750,000
500,000
500,000
500,000
-
3,250,000
-
-
-
-
-
250,000
250,000
-
-
-
-
-
-
-
Balance at
the end of
the year
2,900,000
2,000,000
1,000,000
1,000,000
1,000,000
623,194
8,523,194
Other transactions with key management personnel and their related parties
During the financial year, the Group recognised rental income of A$9,000 during the period for the lease of
farmland to McAlpine Farms and interest expense of A$3,221 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 A$323,879 and a deposit
of A$50,000 paid on 29 July 2016 in the form of 1,000,000 shares at 0.05c each. A partial payment of
A$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.
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 2022 is A$811,863 before
18
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
FOR THE YEAR ENDED 30 JUNE 2022
discounting to present value. (2021: A$811,863). Further non-refundable project related grants amounting
to A$124,980 were received and included in income.
DIRECTOR'S REPORT
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 2022.
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2022 has been received and can be
found on page 61 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
Managing Director
Dated this 31 August 2022
19
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 30 JUNE 2022
Revenue
Cost of goods sold
Gross profit
Other income
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
Finance costs
Selling expenses
Share-based payments
Restoration Provision
Other administration expenses
Note
30 Jun 2022
$
30 Jun 2021
$
2
2
5
24
11
10
19
15
3
9,259,496
(8,279,933)
979,563
4,315,310
(3,779,326)
535,984
514,328
(73,366)
-
-
338,047
69,262
941
20,599
(51,760)
(446,964)
(1,584,340)
(167,072)
(5,196,356)
(113,012)
(1,354,999)
(1,108,070)
(311,000)
(1,875,185)
(51,000)
(111,044)
(1,021,496)
(44,094)
(2,601,695)
-
(592,287)
(2,649,976)
-
(1,422,859)
Loss for the period before income tax expense
(10,788,232)
(7,529,618)
Income tax expense
Loss for the period after income tax expense
Other comprehensive income:
Total comprehensive loss for the period
Basic loss per share (cents)
Diluted loss per share (cents)
-
(10,788,232)
-
(10,788,232)
-
(7,529,618)
-
(7,529,618)
29
29
(8.29)
(7.51)
(8.29)
(7.51)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
20
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Biological assets
Inventory
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
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
Accumulated losses
TOTAL EQUITY
Note
30 Jun 2022
$
30 Jun 2021
$
4
6
5
8
7
10
11
12
6
13
14
15
16
14
15
18
19
20
19,474,506
1,082,996
-
3,252,484
334,241
24,144,227
2,591,643
2,463,318
77,449
305,194
5,437,604
29,581,831
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
17,486,605
1,847,157
578,419
538,182
2,963,758
1,111,448
331,252
95,743
1,538,443
562,937
2,018,543
54,197
2,635,677
5,599,435
538,695
1,273,309
21,399
1,833,403
3,371,846
23,982,396
14,114,759
44,384,452
4,080,514
(24,482,570)
23,982,396
24,856,846
3,332,051
(14,074,138)
14,114,759
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
21
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
30 June 2022
Balance at 1 July 2021
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 unlisted options exercised
Capital raising costs
Options issued – Share based payments
Options exercised
Unlisted options not exercised and lapsed
Balance at 30 June 2022
Issued
Capital
$
Unlisted
Options
$
Listed
Options
$
Accumulated
Losses
$
Total Equity
$
24,856,846
3,332,051
-
-
-
20,000,000
611,000
230,655
(1,314,049)
-
-
-
-
-
-
-
-
-
91,849
1,153,493
(71,655)
(425,224)
44,384,452
4,080,514
-
-
-
-
-
-
-
-
-
-
-
-
(14,074,138)
14,114,759
(10,788,232)
(10,788,232)
-
-
(10,788,232)
(10,788,232)
-
-
-
-
-
-
379,800
20,000,000
611,000
230,655
(1,222,200)
1,153,493
(71,655)
(45,424)
(24,482,570)
23,982,396
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
22
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
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
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
23
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest and other costs of finance paid
Grants received
Movement in term deposits
30 Jun 2022
30 Jun 2021
Note
$
$
8,749,450
4,146,289
(19,313,271)
(10,164,280)
63,219
-
438,369
(105,195)
85,201
(130)
226,525
-
Net cash flows (used in) operating activities
22
(10,167,428)
(5,706,395)
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
Payments for acquire intellectual property
Proceeds from disposal of investment in equity-accounted
investments
Net cash flows (used in) investing activities
-
(2,310,711)
(60,208)
-
(50,000)
7,273
(341,936)
(25,000)
7,947
-
-
107,500
(2,420,919)
(244,216)
Cash flows from financing activities
Proceeds from issue of shares (net of issue costs)
19,388,800
14,567,427
Proceeds from Option Entitlement
Repayment of lease liabilities
Grants received
157,422
(463,913)
-
-
(83,641)
11,457
Net cash flows from financing activities
19,082,309
14,495,243
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Effects of exchange rate fluctuations on cash held
6,493,962
12,976,017
4,527
8,544,632
4,431,385
-
Cash and cash equivalents at the end of the period
19,474,506
12,976,017
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
24
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 2022 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.
25
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
26
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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, unless otherwise stated, 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.
Classification and subsequent measurement
Financial assets
27
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
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.
28
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
The depreciation rate used for each class of depreciable asset is:
Asset Class
Plant & Equipment
Depreciation Rate
30% Diminishing Value
29
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Leasehold Improvements
Capital Work-in-Progress
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.
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 profit or loss and other comprehensive
income.
j. Cash and Cash Equivalents
30
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
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
31
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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:
Identifying the contract with a customer
i.
Identifying the performance obligations
ii.
Determining the transaction price
iii.
Allocating the transaction price to the performance obligations
iv.
v.
Recognising revenue when/as performance obligation(s) are satisfied.
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.
Trade payables are recognised at their transaction price. Trade payables are obligations on the basis
of normal credit terms.
o. Borrowings
32
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
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.
33
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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
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.
34
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
(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,
35
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
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
36
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 or 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.
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.
37
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
38
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2
Revenue and Other Income
Revenue from contracts with customers
Sale of goods
Other Income
Rent received1
Grants & incentives2
Interest income
Other income
Total other income
Total
2022
$
2021
$
9,259,496
4,315,310
9,000
438,369
55,719
11,240
514,328
9,773,824
9,000
237,981
82,347
8,719
338,047
4,653,357
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 an R&D government grant.
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Channel
Retail
Online
Foodservice & Wholesale
Geographical regions
Australia
Singapore
Hong Kong
Timing of revenue recognition
Goods transferred at a point in time
1,507,399
3,065,860
4,686,237
9,259,496
8,777,308
391,646
90,542
9,259,496
550,475
1,351,783
2,413,052
4,315,310
4,315,310
-
-
4,315,310
9,259,496
4,315,310
39
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
3 Other Administration Expenses
Foreign currency gains and losses
General expenses
Insurance expenses
Legal expenses
Vehicle expenses
Office expenses
Production development and marketing
Regulatory costs
Rent expenses
Subscriptions
Staffing expenses
Travel expenses
4
Cash and Cash Equivalents
Cash at bank
Cash on deposit
Funds held in trust
5
Biological Assets
Current
Cattle livestock
2022
$
10,504
491,575
124,265
116,800
183,258
134,752
196,033
191,441
51,831
235,644
111,001
28,081
1,875,185
2021
$
9,114
371,574
64,095
57,279
53,470
101,662
258,739
358,232
22,223
46,236
60,812
19,423
1,422,859
2022
$
2021
$
19,474,506
-
-
19,474,506
11,296,079
51,250
1,628,688
12,976,017
2022
$
-
-
2021
$
402,662
402,662
Cattle livestock comprises of cattle purchased for processing and sale through Dirty Clean Food during the
financial year. Cattle were held on agistment in South Western Australia.
All cattle livestock has been sold during the financial year.
Reconciliation of carrying amount between periods:
Opening balance
(Loss)/Gain from changes in fair value
Increase due to purchases
(Decrease) due to slaughter
2022
$
402,662
(73,366)
-
(329,296)
2021
$
35,668
69,262
391,236
(93,505)
40
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Closing balance
-
402,662
Quantity of biological assets by category:
Cattle Livestock
6
Trade and Other Receivables
Current
Accounts receivable
Less: Allowance for expected credit losses
GST receivable
Initial equity issued
Accrued revenue
Bonds and deposits
Non-Current
Lease term deposits
Deposit (refer to note 25)
2022
No.
-
2022
$
861,649
(68,387)
793,262
217,763
-
3,831
68,140
1,082,996
105,194
200,000
305,194
2021
No.
193
2021
$
314,168
(9,374)
304,794
224,295
3
12,000
88,531
629,623
-
200,000
200,000
Movement in the allowance for expected credit losses
are as follows:
Opening balance
Additional provision recognised
Closing balance
9,374
59,013
68,387
-
9,374
9,374
7
Other Current Assets
Workers Compensation
Insurances
Packaging
Rent
Other
2022
$
17,840
133,191
-
36,939
146,271
334,241
2021
$
4,075
45,566
24,854
-
-
74,495
41
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
$
2,489,965
762,519
3,252,484
2021
$
1,185,287
-
1,185,287
8
Inventory
Finished goods
Raw materials
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 in the previous
reporting year, 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
2022
$
-
-
-
-
-
-
-
2021
$
100,000
(14,040)
941
86,901
107,500
(86,901)
20,599
2022
Net book value
At beginning of the year
Additions
Transfers
Depreciation for the year
At 30 June 2022
2021
Plant and
equipment
$
269,308
341,722
-
(123,431)
487,599
Leasehold
Improvements
$
159,001
434,753
19,695
(43,641)
569,808
Capital works
in progress
$
19,695
1,534,236
(19,695)
-
1,534,236
Total
$
448,004
2,310,711
-
(167,072)
2,591,643
At beginning of the year
Additions
129,937
189,832
-
160,121
-
19,695
129,937
369,648
42
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Disposal
Depreciation for the year
At 30 June 2021
(7,487)
(42,974)
269,308
-
(1,120)
159,001
-
-
19,695
(7,487)
(44,094)
448,004
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
2022
$
2021
$
2,456,706
(326,678)
2,130,028
564,620
(231,330)
333,290
2,463,318
1,287,425
(53,643)
1,233,782
376,895
(57,401)
319,494
1,553,276
Amortisation expenses charged to the profit and loss for the year amount to $446,964 (2021:
$111,044).
12 Secured Loan
Non-current
Secured loan
2022
$
77,449
2021
$
17,241
In the previous financial 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.
Of which $22,732 has been repaid (2021: $7,759).
During the year, the Group lent two key suppliers $25,000 and $50,000 to fund the purchase of
equipment which increased supply of products available for sale under the Dirty Clean Food brand.
Loans have a maximum repayment term of 2.5 years and 5 years respectively. Loan are secured by
motor vehicle and processing facility.
13 Trade and Other Payables
Current
2022
$
2021
$
43
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Trade creditors
Accruals
Employee liabilities
Other
14 Lease Liabilities
1,091,267
242,319
425,186
88,385
1,847,157
635,566
271,622
171,990
32,270
1,111,448
The Group has leases for the two main warehouses and related facilities, deliver trucks and forklifts
for distribution of goods and services.
Current
Lease liabilities
Non-Current
Lease liabilities
Future minimum lease payments at 30 June 2022 are as follows:
2022
$
2021
$
578,419
331,252
2,018,543
1,273,309
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 2022
Lease payments
Finance charges
Net present value
30 June 2021
Lease payments
Finance charges
Net present value
685,322
(106,903)
578,419
603,888
(79,906)
523,982
600,940
(54,541)
546,399
567,742
(30,039)
537,703
417,706
(7,247)
410,459
- 2,875,598
- (278,636)
- 2,596,962
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:
2022
2021
44
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Short-term leases
Variable lease payments
15 Provisions
Current
Annual leave
Restoration provision
Non-Current
Long service leave
$
17,156
3,587
20,743
2022
$
227,182
311,000
538,182
$
19,225
5,917
25,142
2021
$
95,743
-
95,743
54,197
21,399
16 Borrowings and other financial liabilities
Non-Current
Shareholder loan – Gross liability
Less: Notional interest
2022
$
811,863
(248,926)
562,937
2021
$
811,863
(273,168)
538,695
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 2022
Level 1
$
Level 2
$
Level 3
$
Total
$
45
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Current assets
Biological assets
Total assets
Non-current liabilities
Shareholder loan
Total liabilities
30 June 2021
Current assets
Biological assets
Total assets
Non-current liabilities
Shareholder loan
Total liabilities
-
-
-
-
-
-
562,937
562,937
-
-
-
-
Level 1
$
Level 2
$
Level 3
$
-
-
562,937
562,937
Total
$
-
-
-
-
-
-
402,662
402,662
402,662
402,662
538,695
538,695
-
-
538,695
538,695
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.
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 2022 and 30 June 2021 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
2022
$
2021
$
2022
Shares
2021
Shares
Ordinary shares
Capital raising costs
47,061,188
(2,676,736)
44,384,452
26,219,533
(1,362,687)
24,856,846
142,251,773
-
142,251,773
113,910,514
-
113,910,514
(a) Movement in Ordinary Share Capital
Balance at 1 July 2021
No. of shares
113,910,514
Issue
Price
$
Total
$
24,856,846
46
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Options exercised
Options exercised
Shares issued
Options exercised
Shares issued
Options exercised
Options exercised
Less: Transaction costs
Balance at 30 June 2022
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
250,000
300,000
26,666,667
200,000
814,592
50,000
60,000
-
142,251,773
82,208,774
9,444,445
202,710
3,325,000
600,000
600,000
15,729,585
1,800,000
-
113,910,514
0.15
0.15
0.75
0.30
0.75
0.15
0.15
-
0.90
0.24
0.15
0.20
0.25
0.30
0.50
-
58,430
70,116
20,000,000
76,400
611,000
11,686
14,023
(1,314,049)
44,384,452
9,636,717
8,500,040
47,756
777,117
156,706
163,128
5,377,396
900,000
(702,014)
24,856,846
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.
19 Options
(a) Unlisted Options
Balance at beginning of period
Options issued
Options issued to lead managers
Unlisted options converted into listed options
Options exercised transferred to issued capital
Options lapsed transferred to accumulated losses
Options unvested upon ceased employment
Balance at end of period
(b) Listed Options
Balance at beginning of period
Options issued
47
2022
$
2021
$
3,332,051
1,153,493
91,849
-
(71,655)
(379,800)
(45,424)
4,080,514
$
-
-
1,218,401
3,029,776
-
(276,325)
(639,801)
-
-
3,332,051
$
72,820
-
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Unlisted options converted into listed options
Options exercised transferred to issued capital
Options lapsed transferred to accumulated losses
Balance at end of period
-
-
-
-
276,325
(346,921)
(2,224)
-
On 17 November 2021, 751,042 unlisted options were issued to employees and contractors for nil
consideration under the employee incentive scheme. The options have an exercise price of $1.24 and
an expiry date of 30 November 2025. These options vest on 30 November 2022.
On 17 November 2021, 3,625,000 unlisted options were issued to Directors for nil consideration. The
options have an exercise price of $1.24 and an expiry date of 30 November 2025. These options vested
immediately.
On 21 January 2022, 1,000,000 unlisted options were issued to brokers for nil consideration. The
options have an exercise price of $0.94 and an expiry date of 21 January 2023. These options vested
immediately.
Options issued in the form of share-based payments are valued using the Black-Scholes valuation
model. For options granted during the current financial period, the valuation model inputs used to
determine the fair value at the grant date, are as follows:
Number of
options
issued
Grant
Date
Expiry
Date
Spot
Price
Exercise
Price
Volatility
Risk-free
interest
rate
Dividend
Yield
Fair
Value
751,042
3,625,000
1,000,000
19/11/2021 30/11/2025
19/11/2021 30/11/2025
21/01/2022 21/07/2023
$0.77
$0.77
$0.67
$1.24
$1.24
$0.94
50%
50%
50%
1.42%
1.42%
1.15%
0%
0%
0%
$0.19
$0.19
$0.09
The fair value of the 5,376,042 options granted during the year was $984,549, of which $899,328 was
expensed during the year whilst the remaining balance will be expensed over the remainder of the
vesting period.
The value of unlisted options expensed during the year may be broken down as follows:
Share-based payments expense
Capital raising costs
2022
$
2021
$
1,108,070
-
1,108,070
2,649,976
379,800
3,029,776
Set out below is the movements in options exercisable at the end of the financial year:
Balance at
the start of
Balance at
Expired/
the end of
the year
Granted
Exercised
other
the year
Unlisted Options
14,077,064
5,576,042
(860,000)
(1,008,289)
17,784,818
48
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
14,077,064
5,576,042
(860,000)
(1,008,289)
17,784,818
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
2022
$
(14,074,138)
(10,788,232)
379,800
(24,482,570)
2021
$
(6,546,744)
(7,529,618)
2,224
(14,074,138)
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
Note
Financial Assets
Cash and cash equivalents
Trade and other receivables*
Bonds and deposits
Total financial assets
Financial Liabilities
Trade and other payables
Lease liabilities
Borrowings and other financial liabilities
Total financial liabilities
* Amount excludes GST.
4
6
6
13
14
16
2022
$
2021
$
19,474,506
797,093
373,334
20,644,933
12,976,017
316,797
288,531
13,581,345
1,847,157
2,596,962
562,937
5,007,056
1,111,448
1,604,561
538,695
3,254,704
The fair value of the above financial instruments approximates their carrying values.
Financial Risk Management Policies
49
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 2022.
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
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.
50
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 2022 would decrease/increase by
$210,193.
c. Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies; consequently,
exposures to exchange rate fluctuations arise. In the previously reporting year, 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
2022, 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.
51
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Contractual cash flow
Weighted
average
effective
interest
rate
Within 1
year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
After 5
years
Total
$
$
$
$
$
$
$
2022
Trade and
other
payables
Lease
liabilities
Borrowings
2021
Trade and
other
payables
Lease
liabilities
Borrowings
-
1,847,157
-
-
-
-
7.33%
578,419 523,982 546,399 537,703 410,459
-
-
1,847,157
2,596,962
4.5%
-
-
1,111,448
-
-
-
-
-
-
-
562,937
562,937
-
-
1,111,448
7.60%
331,252 300,554 238,000 257,903 274,449 202,403 1,604,561
4.5%
-
-
-
-
-
538,695
538,695
52
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
22 Reconciliation of Loss after Tax to Net Cash
Outflow from Operating Activities
(Loss) after income tax
Amortisation expense
Depreciation
Interest on lease payments
(Gain) on disposal of investments
Loss on disposal of PPE
Grants received
Non-cash interest costs
Share-based payments
Share of profit from associate
Provision for restoration
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
2022
$
(10,788,232)
446,964
167,072
96,309
-
-
-
24,241
1,108,070
-
311,000
(4,527)
(782,637)
(2,077,634)
402,662
765,047
164,236
(10,167,428)
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)
53
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
23
Income Tax Expense
2022
$
2021
$
Reconciliation between tax expense and pre-tax loss:
Accounting (loss) before income tax
Tax at the domestic income tax rate of 25% (2021: 26%)
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 25% (2021: 26%)
(10,788,232)
(2,697,058)
119,154
284,567
-
2,293,337
-
-
22,111,058
2,673,105
(3,149,722)
21,634,441
5,408,610
(7,529,618)
(1,957,701)
73,773
678,086
-
1,205,842
-
-
9,595,113
(672,287)
388,546
9,311,373
2,420,957
24 Remuneration of Auditors
Audit Services
RSM Partners Australia – Audit and review of financial
reports
2022
$
2021
$
51,760
51,000
54
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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
2022
$
61,779
333,879
600,000
995,658
2021
$
4,496
183,879
750,000
938,375
Commitments for expenditure for the financial year within one year represent payment for office lease
costs and equipment purchase commitments in relation to the Lupin Pilot Plant.
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 $150,000.
55
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Commitments for expenditure for the financial year over five years represent payment of minimum
annual royalties to Curtin University of $600,000.
Other than the interests disclosed above there were no further commitments as at 30 June 2022.
26 Key Management Personnel Remuneration
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
27 Related Party Transactions
2022
$
599,108
59,793
11,723
630,500
1,301,124
2021
$
481,262
42,486
1,581
1,889,459
2,414,788
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 (2021: $9,000) during the period for the lease of
farmland to McAlpine Farms and interest expense of $3,221 relating to the purchase of Kulinbah East
Block. McAlpine Farms is co-owned by Stuart McAlpine, a current Director of the Group.
During 2021 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.
Non-refundable grant amounts were received from Commonland Foundation of $99,990 and $24,990
and included in other income under grants received.
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 2022, including their personally related parties, is set out below:
2022
Name
Balance at
1 July 2021
Granted as
compensation
Issued as
repayment
of loan
Bought &
(Sold)
Balance at
30 June 2022
Ben Cole
Anthony Maslin
Stuart McAlpine
7,621,786
7,879,379
3,296,627
-
-
-
-
-
-
-
40,000
-
7,621,786
7,919,379
3,296,627
56
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Elizabeth Brennan
Ronnie Duncan
James Albany
Total
31,627
31,627
72,034
18,933,080
-
-
-
-
-
-
-
-
-
-
-
40,000
31,627
31,627
72,034
18,973,080
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
Anthony Maslin
Stuart McAlpine
Elizabeth Brennan
Ronnie Duncan
James Albany
Total
7,566,668
7,816,668
2,000,000
-
-
72,034
17,455,370
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
72,034
18,933,080
29 Basic and Diluted (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
2022
$
(8.29)
(8.29)
2021
$
(7.51)
(7.51)
(10,788,232)
130,149,354
(7,529,618)
100,218,490
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 2022 is the same as basic (loss) per
share.
30 Significant Events After the Reporting Date
On 7 July 2022, the Company announced the appointment of Matthew Skinner as Chief Financial
Officer.
On 22 August 2022, the Company announced that Dirty Clean Food, will be sold in Western
Australia’s first Coles Local.
No other 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.
57
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 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
Accumulated Losses
Total Equity
Country of Incorporation Ownership Interest
2022
2021
Australia
Australia
Australia
Australia
100%
100%
100%
100%
100%
100%
2022
$
24,144,227
5,437,604
29,581,831
2,963,758
2,635,677
5,599,435
23,982,396
2021
$
15,268,084
2,218,521
17,486,605
1,538,443
1,833,403
3,371,846
14,114,759
44,384,452
4,080,514
(24,482,570)
23,982,396
24,856,846
3,332,051
(14,074,138)
14,114,759
Loss attributable to equity holders of the company
(10,788,232)
(7,529,618)
Commitments
Within one year
Between 12 months and 5 years
Longer than 5 years
Contingent Liabilities
64,157
333,879
600,000
998,037
4,496
183,879
750,000
938,375
Responsibility for all contingent liabilities of the group is held by the parent entity. Please refer to Note
25 for further information.
58
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
33 Dividends
The directors do not recommend the payment of a dividend in respect of the year ended 30 June
2022.
59
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:
(a)
(b)
1.
2.
3.
4.
The consolidated financial statements and notes, as set out on pages 20 to 59, are in
accordance with the Corporations Act 2001 and:
complying with Australian Accounting Standards (including the Australian accounting
interpretations), the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
performance for the year ended on that date;
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
Managing Director
Dated this 31 August 2022
60
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
2022, 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 2022
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 2022, 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 2022 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
How our audit addressed this matter
Revenue
Refer to Note 2 in the financial statements
The Group has recognised revenue of $9,259,496
for the year ended 30 June 2022.
We considered revenue to be a key audit matter as
it is the most significant account balance in the
consolidated statement of profit or loss and other
comprehensive income.
Management judgement is required in determining
the timing of revenue recognition, given the
delivery terms and the related timing of when
control passes to the end customer.
Our audit procedures included:
• Assessing whether the revenue recognition policies
are in compliance with the Australian Accounting
Standards;
• Evaluating the operating effectiveness of the Group's
controls related to revenue recognition;
• Performing substantive procedures by sampling a
selection of sales invoices, delivery documentation to
ascertain occurrence and accuracy of revenue
recorded;
• Testing, on a sample basis, sales transactions before
and after the reporting date to ascertain that revenue
is recognised in the correct financial year; and
• Assessing the appropriateness 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 2022 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 2022.
In our opinion, the Remuneration Report of Wide Open Agriculture Limited, for the year ended 30 June 2022,
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 2022
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 22 August 2022:
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
7,919,379
7,621,786
%
1111.55
88.44
55.57
55.36
c) Twenty largest shareholders (ASX:WOA)
The names of the twenty largest holders of securities are:
65
66