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MURRAY COD AUSTRALIA LIMITED — Annual Report 2019
Oct 30, 2019
65302_rns_2019-10-30_c4be2c33-7596-4029-a803-7d2c72d0106c.pdf
Annual Report
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Murray Cod Australia Annual Report 2019
Corporate Directory
Directors
Martin Priestley Ross Anderson Mathew Ryan George Roger Commins
Company Secretaries
Wendy Dillon Brett Tucker
Registered Office Level 1, 153 Yambil St Griffith NSW 2680 Australia Phone +61 2 69625470
Fax +61 2 69641546 Mail PO Box 492 Griffith NSW 2680
Solicitors
Bellanhouse Legal, Ground Floor 11 Ventnor Ave West Perth WA 6872
Bankers
Westpac Banking Corporation 242-244 Banna Ave Griffith NSW 2680
Auditors
Pinnacle HPC Pty Ltd 135 Yambil St Griffith NSW 2680
Website
www.aquna.com
Financial Report For The Year Ended 30 June 2019 Murray Cod Australia Limited and Controlled Entities ABN 74143928625
Contents
Operating and Financial Review 01 Directors’ Report 02 Remuneration Report 05 Auditor’s Independence Declaration 10 Consolidated Statement of Profit or Loss and Other Comprehensive Income 11 Consolidated Statement of Financial Position 12 Consolidated Statement of Changes in Equity 13 Consolidated Statement of Cash Flows 15 Notes to the Financial Statements 16 Directors’ Declaration 62 Independent Auditor’s Report 63 Additional Information for Listed Public Companies 68
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2019 Chairman’s Report
I am very pleased to present Murray Cod Australia’s annual report for the 2019 financial year, detailing our continued efforts to build on our solid foundations and recent progress.
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MCA exported to Japan, the USA and Hong Kong + Singapore in 2019
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MCA welcomed Heston Blumenthal to the team
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Aquna Hot Smoked Murray Cod launched in 2019
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Planning of new supersite underway in 2019 to hold more then 1.26 million Murray cod
Thanks to the excellent work of the entire team, MCA is well positioned for the next stage of our business growth. We are focused on delivering long-term shareholder value through low-cost production, strong financial position, continued focus on sustainability, and relentless drive for producing the highest quality Murray cod in Australia.
MCA has entered new international markets in the 2019 financial year. We now have weekly shipments going to Japan and the USA and regular shipments going to Hong Kong and Singapore.
The signing of Heston Blumenthal and The Fat Duck group as key business advocate in a five-year agreement was a significant milestone for MCA this year. Heston is an outstanding person and world leader in his field. I am confident that his involvement as a stakeholder in MCA will further accelerate our progress in securing Aquna’s position as a global luxury food brand.
Aquna Hot Smoked Murray Cod was launched at the 2019 Good Food and Wine Shows in Melbourne and Sydney. The new product line received overwhelmingly positive feedback and we are looking forward to seeing our smoked Murray cod retailing in the second half of 2019.
Planning and compliance work is being undertaken for our new super site. The plan caters for 35-ponds that vary in size and will provide a holding capacity of more than 1.26 million Murray cod. This will add to our existing capacity of 850,000.
The team has successfully completed the construction and fit-out of the Griffith processing plant. The plant was commissioned in September with processing of whole fish. Filleting and smoking will commence in the coming months.
It was a privilege to accept numerous awards on behalf of MCA over the last 12-months. Being recognised as the winner of NSW Business Chamber Excellence in Innovation award, after winning the same category locally and regionally, was a true highlight of the year and testament to the outstanding work and relentless drive for excellence that we strive for across the business.
I would like to extend my sincere gratitude to my fellow Directors, Managing Director Mathew Ryan, the Executive and all Murray Cod Australia employees for their outstanding contribution and dedication. I am looking forward to the great potential that lies ahead of us, and working together to have an impact on people’s plates and the planet.
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Ross Anderson, Chairman
It was a privilege to accept numerous awards on behalf of MCA over the last 12-months.
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2019 Business Report
Murray Cod Australia is securing the future of the company, through investing heavily in growth opportunities, the right people and infrastructure to build a global freshwater fish business to benefit all shareholders for generations to come. Over the last financial year we have made huge inroads towards our goal of having an impact on peoples plates and their wider lives by inspiring a better way to deliver the future of food production.
Strong financial performance
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MCA’s full year financial results were solid. Total revenue increase of 43.8% over the last 12 months ending 30 June 2019. Total revenue was $6.4 million.
Average sale weight per Murray cod was 1.49 kilograms. It is pleasing to note that price per-fish has remained stable as our volumes have risen. Our strong full year results have enabled us to maintain and grow our market share.
Investing for growth
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Our growth strategy is designed to deliver MCA’s vision of making sustainably farmed Murray cod, the fine-dining fish of choice in Australasia and around the globe. Over the last year our growth strategy has been focused on three key areas:
New land production ponds
We have increased from three production dams to 20 and taken on six contract growers. This has taken productive stock capacity from 60 t/year to a potential 1000 t/year. Plans are underway to further increase our pond footprint by an additional 35 ponds to meet a rise in customer demand.
Processing plant development
This year, MCA developed a processing plant to accommodate greater scope in our innovative product offering.
The plant contains a retail space, employs approximately 8 contractors and aims to produce zerowaste.
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Efficiency
Through ongoing innovation, we have established a high-efficiency feeding strategy, which means our Feed Conversion Ratio is close to 1.2:1. This is an exceptional result and means we grow efficient fish, which use the least amount of protein (feed) to produce the most amount of protein. Further, we have developed a sophisticated, automated feed management app, which means growers can feed fish remotely.
Export market entry
MCA is currently working on expanding into premium global markets. We are currently exporting into Singapore, Hong Kong, the USA and Japan, with Aquna Sustainable Murray Cod listed on some of the world’s finest restaurant menus.
Ambassador signing
In May 2019, MCA announced the appointment of Michelin starred, Heston Blumenthal (Heston) and The Fat Duck group, as MCA’s key advocate in a five-year agreement. The high profile signing represents a significant milestone for our business. The announcement of the appointment prompted a surge of new interest in MCA.
The appointment of Heston, known for his inventiveness and innovative approach to cooking, will assist with the growth of MCA in domestic and global markets. Heston and his wider team will look to showcase our Murray cod through the group’s social media networks, and where appropriate, at events and on the menu in their restaurants. They will also develop a series of Aquna recipes.
Heston travelled to Griffith earlier in the year and toured our facilities, met with our entire workforce and worked with us to create some exciting marketing collateral, including a video series.
Sustainability
At MCA our vision is to set the environmental sustainability benchmark globally for the aquaculture industry. Over the last year, we have made large inroads towards achieving our sustainability visions across our entire business.
Hatchery
In our hatchery, breeding fish for our aquaculture program is now sourced from our own farm-raised stock. This means we’re self-sufficient – no fish is taken from the wild.
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Our contribution to fish restocking programs in the region is significant. We return broodfish to the wild, which goes above and beyond our requirements as permit holders.
Currently, we’re participating in a state government restocking program. We breed and raise the Murray cod fingerlings in our hatchery, which are released into the Murray-Darling Basin. More than one million of our fingerlings have been released into the river system.
We only use organic fertilisers to produce plankton to raise our juvenile fish.
Nursery
Our nursery is becoming more energy efficient with new technology, from generating ongoing savings on electricity usage for aeration to reducing our reliance on power from the grid through continual investment in solar panels.
In late 2018 we installed solar panels for renewable energy production at our Bilbul nursery, where our fish are kept in recirculated tanks until they are approximately 100g or 120mm long. Approximately 50 per cent of total nursery energy is currently provided by solar power.
Ponds (grow out farms)
Our land-based production model uses the same irrigation water twice – once through our fish ponds, then for crop irrigation or pastures on farms. As far as we’re aware, we’re the only pond-based aquaculture business in the world using a 100 per cent water recycling system.
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People
Over the last financial year, we have increased our workforce from four fulltime to 25 fulltime employees. We’re proud our dedicated team represents an even gender balance of talented men and women, across all levels of our business, who are committed to producing premium Murray cod for domestic and export markets.
We’re committed to creating the next generation of aquaculture professionals and are currently supporting three of our fulltime employees through education programs from Certificate III in Aquaculture through to Diplomas in Aquaculture.
Award wins
It was a tremendous honour for MCA to be recognised with several prestigious awards. MCA took out the prestigious 2018 NSW Business Chamber Excellence in Innovation award, after winning the same category at the Griffith and Murray-Riverina Regional Awards. Our company took centre stage at all three events and was named 2018 Riverina-Murray Business of the Year.
This year we have had similar success. In June, we took out the Excellence in Sustainability and Business categories at the Griffith Business Chamber awards. We won the same category at regional level and will now proceed as finalists to state level.
Our success is a timely reminder of how far MCA has come since listing on the ASX in January 2017.
Through closer monitoring of our ponds, we have reduced our water use by 50 per cent in the last 12-months.
Processing plant
Our local processing plant where we produce two products, aims to produce zero waste. This is achieved through a partnership with a local organic recycler, who recycles and reuses all fish waste created at the facility.
Community
Our sustainable vision extends to the communities that we operate in. With reports of more than one million fish deaths along a 40-kilometre stretch of the Darling River in early 2019, Aquna joined forces with the community to prevent further fish kills. We donated aerators that were installed on separate properties to force oxygen into the sick river and assist with preventing further fish deaths.
As part of our annual restocking program, Aquna supports several angling groups to assist them with restocking the area.
Murray Cod Australia Limited ABN: 74143928625 and Controlled Entities
Operating and Financial Review
Principal Activities
The principal activities of the consolidated group during the financial year were:
-
Breeding, growing and marketing of Murray cod, a premium freshwater table fish;
-
● Construction and sale of aquaculture equipment;
All of our operations are conducted in Australia. At present they are all conducted within the Riverina region of NSW.
Significant Changes to Activities
There were no significant changes in the nature of the consolidated group’s principal activities during the financial year.
Our Business Model and Objectives
Providing satisfactory returns to our shareholders is our primary objective. Our success in delivering this aim is determined by reference to total shareholder return (TSR) over time, and this is compared to the returns delivered by our competitors and the S&P/ASX 200 Index. We strive to continually improve the differential between returns on invested capital over the cost of that capital.
Operating Results
The Net Profit/(Loss) after tax for the year was ($3,674,901): (2018 ($268,191))
The most significant non-cash expense item affecting this result is the Share Based Payment Expense of $2,636,282. Of this $2,385,469 was recognised as a result of the company achieving performance hurdles listed in the prospectus dated 25th November 2016 and accordingly, equity based incentives which were issued at the time of the prospectus became vested. As the probability of those hurdles being achieved was not certain at the time of listing, only some of the expense was recognised in the year ended 30 June 2017 with the balance being recognised in this financial year.
Review of Operations
Aquaculture
The company operates a hatchery, a nursery, and grow out farms in an integrated business that produces Murray cod, a premium white fleshed table fish. Our operational capacity increased significantly during the year through modifications made to the hatchery and through additional ponds being constructed and fitted out in the grow out farms. Overall, the financial results of the company have been in line with expectations.
Financial Position
The net assets of the Group have increased by $4,823,685 from $11,798,371 in 2018 to $16,622,056 in 2019. This increase has largely resulted from the following factors:
-
Loss for the year of $3,674,901
-
Revaluations of water rights and licences of $358,650; and
-
Net proceeds from share issues raising and movement in Options Reserve and Performance Rights Reserve $8,139,936.
The directors believe the company is in a strong and stable financial position to expand and grow its current operations.
Significant Changes in State of Affairs
There have been no significant changes in the state of affairs of the company that occurred during the financial year.
Events after the Reporting Period
There have been no significant events occurred since 30 June 2019 other than:
Since the 30th June 2019 reporting date a loan outstanding to Ag Finance Specialists Pty Ltd (an entity related to KMP Ross Anderson) was repaid in full for $582,790 on the 30th August 2019.
Future Developments, Prospects and Business Strategies
Directors’ Report
Your Directors present their report on the consolidated entity (referred to herein as the Group) consisting of Murray Cod Australia Limited and its controlled entities for the financial year ended 30 June 2019. The information in the preceding Operating and Financial Review forms part of this Directors Report for the financial year ended 30 June 2019 and is to be read in conjunction with the following information:
General Information
Directors
The following persons were directors of Murray Cod Australia Limited during or since the end of the financial year up to the date of this report:
-
Ross James Anderson
-
Mathew John Ryan
-
George Roger Commins
-
Martin Andrew Priestley
Particulars of each Director’s experience and qualifications are set out later in this report.
Dividends Paid or Recommended
No dividends have been paid or declared during the year ended 30 June 2019.
Indemnifying Officers
The Company indemnifies its past, present and future Directors against liabilities arising out of their position with the Company, except where the liability arises out of conduct involving a lack of good faith. The deed stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses.
The Company has paid a premium in respect of a Directors’ and Officers’ insurance policy covering the liability of past, present or future Directors and Officers, including executive officers of the Company. The terms of the policy prohibit disclosure of the details of the amount of insurance cover and the premium paid. Accordingly the Company relies on section 300(9) of the Corporations Act 2001 to exempt it from the requirement to disclose the nature of the liability insured against and the premium amount of the policy.
Proceedings on Behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.
The company was not a party to any such proceedings during the year.
Non-audit Services
The Board of Directors, in accordance with advice from the audit committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:
-
all non-audit services are reviewed and approved by the audit committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
-
the nature of the services provided does not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
The following fees were paid or payable to Pinnacle HPC Pty Ltd for non-audit services provided during the year ended 30 June 2019:
| $ | ||
|---|---|---|
| Taxation services | Nil | |
| Due diligence investigations | Nil | |
| Nil |
Current areas of strategic focus of the Group include the following:
-
Drive operational efficiencies in all business units through the investment in upgraded technology and management systems;
-
Invest in productive capacity so as to meet the strong latent export and domestic demand for our product;
-
Roll out of Aquna brand and the Hot Smoked Product.
Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 30 June 2019 has been received and can be found on page 10 of the Financial Report.
Business Risks
The following exposures to business risk may affect the Group’s ability to achieve the above prospects:
-
Any biological product is subject to disease and other health risks. Whilst we currently have excellent bio security protocols and have had no major issues to deal with during the year, the possibility of unknown disease or environmental risks is always prevalent. Our staff constantly monitor the health of our stock on a daily basis. But we remind members that owning and growing biological assets involves significant risk.
-
A very high proportion of our sales are based in Australia at present. If the Australian economy suffered a severe downturn then it is likely that our sales would be affected.
-
If a downturn occurred in the Asian or global economies it may become more difficult for us to gain export orders.
Environmental Issues
The Group’s operations are subject to significant environmental regulation under the law of the Commonwealth and State.
The Group is proud of its innovative operation which results in an extremely low impact on the environment.
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i. All water utilised in the fish ponds or aquaculture facilities is used as irrigation water on crops and pastures on the same site. This means nutrient enriched water is used in agricultural operations which operate in tandem with the aquaculture operations;
-
ii. From our hatchery we sell hundreds of thousands of native fish larvae to NSW, Victorian and South Australian governments for restocking of native waterways and dams. We are proud to be involved in boosting the native fish population on an annual basis;
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iii. No water leaves our sites. This means no water from our aquaculture operations makes its way into any public channels or native waterways and as such our aquaculture operations have zero environmental impact on the native waterways of inland Australia.
Options
The following options over shares were issued to employees under the Company’s Employee Securities Incentive Plan during the financial year and to the date of this report:
- 2,000,000 Unlisted options, exerciseable at $0.125 each, expiring on 10th December 2021, issued on 28th November 2018.
At the date of this report, the unissued ordinary shares of Murray Cod Australia Limited under option are as follows:
| Grant Date | Date of expiry | Exerciseprice | Number under option |
|---|---|---|---|
| 16/01/2017 | 16/01/2021 | $ 0.075 | 350,000 |
| 16/01/2017 | 16/01/2022 | $ 0.075 | 89,333,333 |
| 18/08/2017 | 30/06/2021 | $ 0.100 | 300,000 |
| 18/08/2017 | 30/06/2023 | $ 0.150 | 300,000 |
| 18/08/2017 | 30/06/2025 | $ 0.200 | 400,000 |
| 28/11/2018 | 10/12/2021 | $ 0.125 | 2,000,000 |
| 92,683,333 |
Company Secretary
The following persons held the position of company secretary at the end of the financial year:
Brett Tucker CA. and Wendy Dillon CA.
Meetings of Directors
During the financial year, 5 meetings of directors (including committees of directors) were held. Attendances by each director during the year were as follows:
| DIRECTORS' | MEETINGS | AUDIT COMMITTEE | AUDIT COMMITTEE | |
|---|---|---|---|---|
| Directors | Number eligible to attend | Number attended | Number eligible to attend | Number attended |
| Ross James Anderson | 4 | 4 | 1 | 1 |
| Mathew John Ryan | 4 | 4 | 1 | 1 |
| George Roger Commins | 4 | 4 | 1 | 1 |
| Martin Andrew Priestley | 4 | 4 | 1 | 1 |
Option holders do not have any rights to participate in any issues of shares or other interests in the company or any other entity.
For details of options issued to directors and executives as remuneration, refer to the Remuneration Report.
During the year ended 30 June 2019, the following ordinary shares of Murray Cod Australia Limited were issued on the exercise of options granted. No further shares have been issued since year end. No amounts are unpaid on any of the shares.
| Grant Date | Exerciseprice | Exerciseprice | Number of Shares Issued | ||
|---|---|---|---|---|---|
| Ex-Directors | 16/01/2017 | $ | 0.075 | 666,667 | |
| 666,667 |
No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.
ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191
The company is an entity to which ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 applies but the company has not elected to obtain the relief available under the instrument. Accordingly, amounts in the Directors’ Report have been rounded to the nearest dollar.
Information relating to Directors and Company Secretary
| Ross James Anderson | - Chairman | |
|---|---|---|
| Qualifcations | - Chartered Accountant,BCom(with merit),CTA | |
| Experience | - 27years as Chartered Accountant,19years as AFSL Holder,4years as Director of MCA | |
| Interest in Shares and Options | - 13,541,356 ordinaryshares,15,000,000 unlisted options and 15,000,000performance rights | |
| Directorships held in other listed entities | - Nil | |
| during the three years prior to the current year | ||
| Mathew John Ryan | - ManagingDirector | |
| Qualifcations | - BRurSc | |
| Experience | - 20years in agricultural industryincluding8years in aquaculture | |
| Interest in Shares and Options | - 88,571,429 ordinaryshares,40,000,000 unlisted options | |
| Directorships held in other listed entities | - Nil | |
| during the three years prior to the current year | ||
| George Roger Commins | - Director | |
| Experience | - Over 35years in agribusiness | |
| Interest in Shares and Options | - 27,687,157 ordinaryshares,20,000,000 unlisted options | |
| Directorships held in other listed entities | - Nil | |
| during the three years prior to the current year Martin Andrew Priestley Qualifcations Experience Interest in Shares and Options Directorships held in other listed entities duringthe threeyearsprior to the currentyear |
- Director - BSc(Hons) - Over 30 years experience in corporate fnance, farming, compliance, governance and business building - 4,000,000 ordinaryshares,4,000,000 unlisted options - Nil |
Remuneration Report
Remuneration Policy
The remuneration policy of Murray Cod Australia Limited has been designed to align key management personnel (KMP) objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the consolidated group’s financial results. The board of Murray Cod Australia Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the high-quality KMP to run and manage the consolidated group, as well as create goal congruence between directors, executives and shareholders.
The Board’s policy for determining the nature and amount of remuneration for KMP of the consolidated group is as follows:
-
The remuneration policy is to be developed and approved by the Board after professional advice is sought from independent external consultants.
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All KMP receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, options and performance incentives.
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Performance incentives are generally only paid once predetermined key performance indicators (KPIs) have been met.
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Incentives paid in the form of options or rights are intended to align the interests of the directors and company with those of the shareholders. In this regard, KMP are prohibited from limiting risk attached to those instruments by use of derivatives or other means.
-
The Board reviews KMP packages annually by reference to the consolidated group’s performance, executive performance and comparable information from industry sectors.
The performance of KMP is measured against criteria agreed biannually with each executive and is based predominantly on the forecast growth of the consolidated group’s profits and shareholders’ value. All bonuses and incentives must be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and options. Any change must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance results leading to long-term growth in shareholder wealth.
KMP receive, at a minimum, a superannuation guarantee contribution required by the government, which is currently 9.5% of the individual's average weekly ordinary time earnings (AWOTE). Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.
Any options issued under the Employee Share Option Plan but not exercised prior to the date of termination will lapse.
All remuneration paid to KMP is valued at the cost to the company and expensed.
The Board's policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The Board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting.
KMP are also entitled and encouraged to participate in the employee share and option arrangements to align directors’ interests with shareholders’ interests.
Options granted under the arrangement do not carry dividend or voting rights. Each option is entitled to be converted into one ordinary share once the interim or final financial report has been disclosed to the public and is measured using the Black-Scholes methodology.
KMP or closely related parties of KMP are prohibited from entering into hedge arrangements that would have the effect of limiting the risk exposure relating to their remuneration.
In addition, the Board’s remuneration policy prohibits directors and KMP from using Murray Cod Australia Limited shares as collateral in any financial transaction, including margin loan arrangements.
Engagement of Remuneration Consultants
During the financial year the Board requested Egan Associates (specialists in advising Corporates regarding governance and remuneration strategies) to provide market information on the level of Non-Executive Directors fees among organisations with comparable financial attributes to Murray Cod Australia Limited.
Relationship between Remuneration Policy and Company Performance
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. Two methods have been applied to achieve this aim, the first being a performance-based bonus based on KPI, and the second being the issue of options to the majority of directors and executives to encourage the alignment of personal and shareholder interests.
Performance Conditions Linked to Remuneration
The Group seeks to emphasise reward incentives for results and continued commitment to the Group through the provision of various bonus reward schemes, specifically the incorporation of incentive payments based on the achievement of revenue targets, return on equity ratios and continued employment with the Group. Incentive payments result where the Group returns operating production that meets the targets laid down in the options deed. The details of these options and performance rights hurdles can be found in the table of options and rights granted as shown below.
The performance related proportions of remuneration based on these targets are included in the following table. The objective of the reward schemes is to both reinforce the short and long-term goals of the Group and provide a common interest between management and shareholders. There has been no alteration to the terms of the bonuses paid since grant date.
The satisfaction of the performance conditions is based on a review of the audited financial statements of the Group and publicly available market indices, as such figures reduce any risk of contention relating to payment eligibility. The Board does not believe that performance conditions should include a comparison with any other measures or factors external to the Group at this time.
Employment Details of Members of Key Management Personnel
The following table provides employment details of persons who were, during the financial year, members of KMP of the consolidated group. The table also illustrates the proportion of remuneration that was performance and non-performance based.
| Group KMP | Position Held as at 30 June 2019 and any change during the year | Contract details (duration & termination) |
|---|---|---|
| Ross James Anderson | Chairman | No fxed term. 3 months notice |
| Mathew John Ryan | ManagingDirector | No fxed term. 3 months notice |
| George Roger Commins | Director | No fxed term. 3 months notice |
| Martin Andrew Priestley | Director | No fxed term. 3 months notice |
| Group KMP | PROPORTIONS OF ELEMENTS OF REMUNERATION RELATED TO PERFORMANCE (other than options issued) Non-salary cash-based incentives % Shares/ Units % |
PROPORTIONS OF ELEMENTS OF REMUNERATION NOT RELATED TO PERFORMANCE Fixed Salary/Fees % |
|
|---|---|---|---|
| Ross James Anderson | - 79% |
21% | |
| Mathew John Ryan | - 75% |
25% | |
| George Roger Commins | - 84% |
16% | |
| Martin Andrew Priestley | - 0% |
100% |
The employment terms and conditions of all KMP are formalised in contracts of employment.
Changes in Directors and Executives Subsequent to Year-end
There have been no changes to Directors or Executives since the end of the financial year.
Performance-based Remuneration
The KPIs are set annually, with a certain level of consultation with KMP. The measures are specifically tailored to the area each individual is involved in and has a level of control over. The KPIs target areas the Board believes hold greater potential for group expansion and profit, covering financial and non-financial as well as short and long-term goals. The level set for each KPI is based on budgeted figures for the Group and respective industry standards.
Performance in relation to the KPIs is assessed annually, with bonuses being awarded depending on the number and deemed difficulty of the KPIs achieved. Following the assessment, the KPIs are reviewed by the board in light of the desired and actual outcomes, and their efficiency is assessed in relation to the Group’s goals and shareholder wealth, before the KPIs are set for the following year.
In determining whether or not a KPI has been achieved, Murray Cod Australia Limited bases the assessment on audited figures, however, where the KPI involves comparison of the Group or a division within the Group to the market, independent reports will be obtained from organisations such as Standard & Poors.
Remuneration Expense Details for the year ended 30 June 2019
The following table of benefits and payments represents the components of the current year and comparative year remuneration expenses for each member of KMP of the consolidated group. Such amounts have been calculated in accordance with Australian Accounting Standards:
Table of Benefits and Payments for the year ended 30 June 2019
| 2019 | SHORT-TERM BENEFITS | SHORT-TERM BENEFITS | POST EMPLOYMENT BENEFITS |
|---|---|---|---|
| Salary, Fees and Leave $ Proft Share and Bonuses $ Non-monetary $ Other $ |
Superannuation $ Other $ |
||
| GroupKMP | |||
| Ross James Anderson | 60,000 - - - 5,700 - |
||
| Mathew John Ryan | 150,000 - - - 14,250 - |
||
| George Roger Commins | 30,000 - - - 2,850 - |
||
| Martin Andrew Priestley | 30,000 - - - - - |
||
| Total KMP | 270,000 - - - 22,800 - |
||
| 2019 | LONG-TERM BENEFITS | EQUITY-SETTLED SHARE-BASED PAYMENTS |
Cash-settled share-based payments $ Termination benefts $ Total $ |
| Incentive Plans $ LSL $ |
Shares/Units $ Options/Rights $ |
||
| GroupKMP | |||
| Ross James Anderson | - - - 510,250 - - 575,950 |
||
| Mathew John Ryan | - - 491,071 694,000 - - 1,349,321 |
||
| George Roger Commins | - - 169,643 347,000 - - 549,493 |
||
| Martin Andrew Priestley | - - - 248,599 - - 278,599 |
||
| Total KMP | - - 660,714 1,799,849 - - 2,753,363 |
| 2018 | SHORT-TERM BENEFITS | SHORT-TERM BENEFITS | POST EMPLOYMENT BENEFITS |
|---|---|---|---|
| Salary, Fees and Leave $ Proft Share and Bonuses $ Non-monetary $ Other $ |
Superannuation $ Other $ |
||
| GroupKMP | |||
| Ross James Anderson | 60,000 - - - 5,700 - |
||
| Mathew John Ryan | 150,000 - - - 14,250 - |
||
| George Roger Commins | 30,000 - - - 2,850 - |
||
| Martin Andrew Priestley | 30,000 - - - - - |
||
| Total KMP | 270,000 - - - 22,800 - |
||
| 2018 | LONG-TERM BENEFITS | EQUITY-SETTLED SHARE-BASED PAYMENTS |
Cash-settled share-based payments $ Termination benefts $ Total $ |
| Incentive Plans $ LSL $ |
Shares/Units $ Options/Rights $ |
||
| GroupKMP | |||
| Ross James Anderson | - - - - - - 65,700 |
||
| Mathew John Ryan | - - - - - - 164,250 |
||
| George Roger Commins | - - - - - - 32,850 |
||
| Martin Andrew Priestley | - - - - - - 30,000 |
||
| Total KMP | - - - - - - 292,800 |
Securities Received that are not Performance Related
No members of KMP are entitled to receive securities that are not performance-based as part of their remuneration package.
All options were issued by Murray Cod Australia Limited and entitle the holder to one ordinary share in Murray Cod Australia Limited for each option exercised.
There have not been any alterations to the terms or conditions of any grants since grant date.
Options and Rights Granted as Remuneration
| BALANCE AT BEGINNING OF YEAR |
GRANT DETAILS | GRANT DETAILS | EXERCISED | EXERCISED | |
|---|---|---|---|---|---|
| No. | Issue Date No. Value $ (Note 1e) |
No. (Note 2) Value $ (Note 3) |
|||
| GroupKMP | |||||
| Ross James Anderson 1a |
15,000,000 - - - - |
||||
| Ross James Anderson 1b |
15,000,000 - - - - |
||||
| Mathew John Ryan 1c |
40,000,000 - - - - |
||||
| George Roger Commins 1d |
20,000,000 - - - - |
||||
| Martin Andrew Priestley 1e |
2,000,000 28/11/2018 2,000,000 213,899 - - |
||||
| Total KMP | 92,000,000 2,000,000 213,899 - - |
||||
| LAPSED | BALANCE AT END OF YEAR |
VESTED | UNVESTED | ||
| No. | No. | Exercisable No. Unexercisable No. Total at End of Year No. |
Total at End of Year No. |
||
| GroupKMP | |||||
| Ross James Anderson | - 15,000,000 15,000,000 - 15,000,000 - |
||||
| Ross James Anderson | - 15,000,000 10,000,000 - 10,000,000 5,000,000 |
||||
| Mathew John Ryan | - 40,000,000 40,000,000 - 40,000,000 - |
||||
| George Roger Commins | - 20,000,000 20,000,000 - 20,000,000 - |
||||
| Martin Andrew Priestley | - 4,000,000 4,000,000 - 4,000,000 - |
||||
| Total KMP | - 94,000,000 89,000,000 - 89,000,000 - |
-
Note 1a The options were granted as a performance incentive for the successful initial public offering and acquisition of the Aquaculture businesses as disclosed in prior year reports. The unlisted options issued have an exercise price of 7.5cents each and expire on 16 January 2022. The options vested on 20th February 2019 when the vesting condition of production and sale of 100 tonnes of Murray cod was achieved.
-
Note 1b The performance rights were granted pursuant to the Bidgee Fresh Pty Ltd acquisition agreement as an incentive to develop the growth of the company over the following 5 years. They are broken into three tranches of 5 million rights each. Vesting conditions are as follows: 5 million are vested upon production and sale of 50 tonnes of Murray cod within 3 years, 5 million rights vest upon production and sale of 100 tonnes within 4 years and the remaining 5 million rights vest upon production and sale of 150 tonnes of Murray cod within 5 years from the date of issue. 10,000,000 performance rights were vested on the 20th February 2019 when the production and sale of 100 tonnes of Murray cod was achieved.
-
Note 1c 20,000,000 unlisted options were issued as partial consideration for the acquisition of Bidgee Fresh Pty Ltd to M & B Ryan Pty Ltd, an entity associated with Mr Ryan. A further 20,000,000 unlisted options were issued as partial consideration for the acquisition of the business known as Riverina Acquaculture to M & B Ryan Pty Ltd, and entity associated with Mr Ryan. The options vested on 20th February 2019 when the vesting condition of production and sale of 100 tonnes of Murray cod was achieved.
-
Note 1d 20,000,000 unlisted options were issued as partial consideration for the acquisition of Bidgee Fresh Pty Ltd to Brigalow Enterprises Pty Ltd, an entity associated with Mr Commins. The options vested on 20th February 2019 when the vesting condition of production and sale of 100 tonnes of Murray cod was achieved.
-
Note 1e 2,000,000 unlisted options were issued as incentive for future performance and have an exercise price of 7.5 cents each and expire on 16 January 2022, these options vested upon production and sale of 100 tonnes of Murray cod on 20th February 2019. The options vested on 20th February 2019 when the vesting condition of production and sale of 100 Tonnes of Murray cod was achieved.
-
2,000,000 unlisted options were issued as incentive for future performance and have an exercise price of 12.5 cents each and expire on 10th December 2021. These options had no vesting condition when issued.
-
Note 2 All options exercised resulted in the issue of ordinary shares in Murray Cod Australia Limited on a 1:1 basis. All persons exercising options paid the applicable exercise price.
-
Note 3
The fair value of options granted as remuneration as shown in the above table has been determined in accordance with Australian Accounting Standards and will be recognised as an expense over the relevant vesting period, to the extent that conditions necessary for vesting are satisfied.
Auditor's Independence Declaration
Description of Options/Rights Issued as Remuneration
Details of the options granted as remuneration to those KMP and executives listed in the previous table are as follows:
| Grant date | Issuer | Entitlement on exercise |
Dates Exercisable |
Exercise Price $ |
Value per option at grant date $ |
Amt Paid / Payable by recipient $ |
|---|---|---|---|---|---|---|
| 28/11/2018 | Murray Cod Australia Ltd | 2,000,000 | Until 10/12/2021 | 0.125 | 0.1069495 | - |
Option values at grant date were determined using the Black-Scholes method.
Details relating to service and performance criteria required for vesting have been provided in the cash bonuses, performance-related bonuses and share-based payments table.
KMP Shareholdings
The number of ordinary shares in Murray Cod Australia Limited held by each KMP of the Group during the financial year is as follows:
| Balance at | Granted as Remuneration | Issued on Exercise of | Other Charges | Balance at End | |
|---|---|---|---|---|---|
| Beginningof Year | duringthe Year | Options duringthe Year | duringthe Year | of Year | |
| Ross James Anderson | 13,444,582 | - | - | 96,774 | 13,541,356 |
| Mathew John Ryan | 68,928,572 | - | - | 19,642,857 | 88,571,429 |
| George Roger Commins | 20,901,443 | - | - | 6,785,714 | 27,687,157 |
| Martin Andrew Priestley | 2,000,000 | - | - | 2,000,000 | 4,000,000 |
| 105,274,597 | - | - | 28,525,345 | 133,799,942 |
Other Equity-related KMP Transactions
There have been no other transactions involving equity instruments apart from those described in the tables above relating to options, rights and shareholdings.
Loans to KMP
No loans have been made to any KMP during the course of the year and no loans are outstanding from any KMP.
Other transactions with KMP and/or their related parties
There were no other transactions conducted between the Group and KMP or their related parties, apart from those disclosed above relating to equity, compensation and loans, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons.
This Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors.
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Ross James Anderson Dated: 30th September 2019
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Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
AS AT 30 JUNE 2019
FOR THE YEAR ENDED 30 JUNE 2019
| CONSOLIDATED GROUP | CONSOLIDATED GROUP | ||
|---|---|---|---|
| Note | 2019 $ |
2018 $ |
|
| CONTINUING OPERATIONS | |||
| Revenue | 3 | 6,446,859 | 4,480,966 |
| Other income | 3 | - | 332,862 |
| Employee benefts expense | 4 | (1,524,377) | (1,107,509) |
| Depreciation and amortisation expense | 4 | (480,994) | (313,033) |
| Cost of Sales - Equipment | 4 | (133,516) | (160,928) |
| Cost of Sales - Fish | 4 | (2,986,796) | (1,890,460) |
| Cost of Sales - Processing Plant | 4 | (3,472) | - |
| Administrative and other expenses | 4 | (969,114) | (553,315) |
| Fish Farm operating expenses | 4 | (1,639,505) | (1,177,735) |
| Share based payment expense | 4,24 | (2,636,282) | (17,260) |
| Net Proft (Loss) before income tax | (3,927,197) | (406,412) | |
| Tax expense | 5 | 252,296 | 138,221 |
| Net Proft/(Loss) from continuing operations | (3,674,901) | (268,191) | |
| Discontinued operations | - | - | |
| Net Proft/(Loss) for theyear after tax | (3,674,901) | (268,191) |
Other comprehensive income:
| Total other comprehensive income for the year | - | - | |
|---|---|---|---|
| Total Proft/(Loss) and other comprehensive income | (3,674,901) | (268,191) | |
| Earnings per share | |||
| From continuing and discontinued operations: | |||
| Basic earnings per share (cents) | 8 | (0.900) | (0.08) |
| Diluted earnings per share (cents) | 8 | (0.689) | (0.055) |
| From continuing operations: | |||
| Basic earnings per share (cents) | 8 | (0.900) | (0.08) |
| Diluted earnings per share (cents) | 8 | (0.689) | (0.055) |
| From discontinued operations: | |||
| Basic earnings/(loss) per share (cents) | 8 | - | - |
The accompanying notes form part of these financial statements.
| CONSOLIDATED GROUP | CONSOLIDATED GROUP | ||
|---|---|---|---|
| Note | 2019 $ |
2018 $ |
|
| ASSETS | |||
| Current Assets | |||
| Cash and cash equivalents | 9 | 3,010,181 | 2,076,942 |
| Trade and other receivables | 10 | 366,132 | 472,795 |
| Inventories | 11 | 7,367,456 | 4,542,150 |
| Other assets | 16 | 312,518 | 33,624 |
| Total Current Assets | 11,056,287 | 7,125,511 | |
| Non-Current Assets | |||
| Other fnancial assets | 12 | 59 | - |
Property, plant and equipment |
14 | 6,398,669 | 5,308,608 |
| Deferred tax assets | 19 | 668,493 | 344,091 |
| Intangible assets | 15 | 1,274,100 | 897,050 |
| Total Non-Current Assets | 8,341,321 | 6,549,749 | |
| Total Assets | 19,397,608 | 13,675,260 | |
| LIABILITIES | |||
| Current Liabilities | |||
| Trade and other payables | 17 | 1,071,303 | 1,307,939 |
| Borrowings | 18 | 236,472 | 67,012 |
| Provisions | 20 | 86,066 | 43,220 |
| Total Current Liabilities | 1,393,841 | 1,418,171 | |
| Non-Current Liabilities | |||
| Borrowings | 18 | 1,094,444 | 243,556 |
| Deferred tax liabilities | 19 | 287,267 | 215,162 |
| Total Non-Current Liabilities | 1,381,711 | 458,718 | |
| Total Liabilities | 2,775,552 | 1,876,889 | |
| Net Assets | 16,622,056 | 11,798,371 | |
| Equity | |||
| Issued capital | 21 | 22,325,588 | 16,101,173 |
| Reserves | 29 | 4,406,151 | 2,131,980 |
| Retained earnings | (10,109,683) | (6,434,782) | |
| Total Equity | 16,622,056 | 11,798,371 |
The accompanying notes form part of these financial statements.
FOR THE YEAR ENDED 30 JUNE 2019
Consolidated Statement of Changes in Equity
| SHARE CAPITAL | RESERVES | |||
|---|---|---|---|---|
| Note Ordinary $ Redeemable Preferred $ Deferred Ordinary Shares $ |
Retained Earnings |
Capital Profts Reserve $ Revaluation Surplus $ Asset Revaluation Reserve $ Foreign Currency Translation Reserve $ General Reserve $ Option Reserve $ Performance Share Based Rights Reserve $ Payment Reserve $ |
Subtotal $ Non- controlling interests $ Total $ |
|
| Consolidated Group | ||||
| Balance at 1 July 2017 12,835,830 - 660,714 (6,166,591) - - - - - 1,529,120 375,000 - 9,234,073 - 9,234,073 |
||||
| Retrospective adjustment upon change in accounting policy (AASB 9 and inventory) 1(ab) - - - - - - - - - - - - - - - |
||||
| Balance at 1 July 2017(restated) 12,835,830 - 660,714 (6,166,591) - - - - - 1,529,120 375,000 - 9,234,073 - 9,234,073 |
||||
| Comprehensive Income | ||||
| Proft/(Loss)for theyear - - - (268,191) - - - - - - - - (268,191) - (268,191) |
||||
| Total comprehensive income for theyear - - - (268,191) - - - - - - - - (268,191) - (268,191) |
||||
| Transactions with owners, in their capacity as owners, and other transfers |
||||
| Shares issued duringtheyear 2,750,000 - - - - - - - - - - - 2,750,000 - 2,750,000 |
||||
| Transaction Costs (145,371) - - - - - - - - - - - (145,371) - (145,371) |
||||
| Options issued duringthe Year - - - - - - - - - 17,260 - - 17,260 - 17,260 |
||||
| Total transactions with owners and other transfers 2,604,629 - - - - - - - - 17,260 - - 2,621,889 - 2,621,889 |
||||
| Other | ||||
| Transfers to Reserves - - - - - - 210,600 - - - - - 210,600 - 210,600 |
||||
| Total Other - - - - - - 210,600 - - - - - 210,600 - 210,600 |
||||
| Balance at 30 June 2018 15,440,459 - 660,714 (6,434,782) - - 210,600 - - 1,546,380 375,000 - 11,798,371 - 11,798,371 |
||||
| Balance at 1 July 2018 15,440,459 - 660,714 (6,434,782) - - 210,600 - - 1,546,380 375,000 - 11,798,371 - 11,798,371 |
||||
| Cumulative adjustment upon change in accounting policy (AASB 15) - - - - - - - - - - - - - - - |
||||
| Balance at 1 July 2018(restated) 15,440,459 - 660,714 (6,434,782) - - 210,600 - - 1,546,380 375,000 - 11,798,371 - 11,798,371 |
||||
| Comprehensive Income | ||||
| Proft for theyear(without AASB 15 implication) - - - (3,674,901) - - - - - - - - (3,674,901) - (3,674,901) |
||||
Total comprehensive income for theyear - - - (3,674,901) - - - - - - - - (3,674,901) - (3,674,901) |
||||
| Transactions with owners, in their capacity as owners, and other transfers |
||||
| Shares issued duringtheyear 7,053,582 - (660,714) - - - - - - - - - 6,392,868 - 6,392,868 |
||||
| Transaction costs (168,453) - - - - - - - - - - - (168,453) - (168,453) |
||||
| Options and Performance Rights Vested duringtheyear - - - - - - - - - 1,474,755 250,000 - 1,724,755 - 1,724,755 |
||||
| Options exercised duringtheyear - - - - - - - - - (23,133) - - (23,133) - (23,133) |
||||
| Options issued duringtheyear - - - - - - - - - 213,899 - - 213,899 - 213,899 |
||||
| Total transactions with owners and other transfers 6,885,129 - (660,714) - - - - - - 1,665,521 250,000 - 8,139,936 - 8,139,936 |
||||
| Other | ||||
| Transfer to Reserves - - - - - - 358,650 - - - - - 358,650 - 358,650 |
||||
| Total Other - - - - - - 358,650 - - - - - 358,650 - 358,650 |
||||
| Balance at 30 June 2019 22,325,588 - - (10,109,683) - - 569,250 - - 3,211,901 625,000 - 16,622,056 - 16,622,056 |
The accompanying notes form part of these financial statements.
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2019
| CONSOLIDATED | GROUP | ||
|---|---|---|---|
| 2019 | 2018 | ||
| Note | $ | $ | |
| Cash Flows from Operating Activities | |||
| Receipts from customers | 3,234,038 | 2,113,388 | |
| Interest received | 12,604 | 28,354 | |
| Payments to suppliers and employees | (7,020,105) | (4,237,951) | |
| Net cash generated by operating activities | 23a | (3,773,463) | (2,096,209) |
| Cash Flows from Investing Activities | |||
| Purchase of trademarks | (18,400) | - | |
| Purchase of property, plant and equipment | (1,571,055) | (1,687,429) | |
| Purchase of fnancial assets | (59) | - | |
| Net cash (used in)/generated by investing activities | (1,589,514) | (1,687,429) |
Cash Flows from Financing Activities
| Cash Flows from Financing Activities | ||||
|---|---|---|---|---|
| Proceeds from issue of shares | 5,444,321 | 2,750,000 | ||
| Proceeds from borrowings - other | 1,160,983 | 167,785 | ||
| Capital costs on issue of share capital | (168,452) | (145,369) | ||
| Repayment of borrowings - other | (164,679) | (39,076) | ||
| Net cash provided by (used in) fnancing activities | 6,272,173 | 2,733,340 | ||
| Net increase in cash held | 909,196 | (1,050,298) | ||
| Cash and cash equivalents at beginning of fnancial year | 2,075,123 | 3,125,421 | ||
| Efect of exchange rates on cash holdings in foreign currencies | - | - | ||
| Cash and cash equivalents at end of fnancialyear | 9 | 2,984,319 | 2,075,123 |
The accompanying notes form part of these financial statements.
These consolidated financial statements and notes represent those of Murray Cod Australia Limited and Controlled Entities (the “Consolidated Group” or “Group”). The separate financial statements of the parent entity, Murray Cod Australia Limited, have not been presented within this financial report as permitted by the Corporations Act 2001.
The financial statements were authorised for issue on the 30th September 2019 by the directors of the company.
Note 1 Summary of Significant Accounting Policies
Basis of Preparation
These general purpose consolidated financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise.
Except for cash flow information, the financial statements have been prepared on an accrual 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.
- (a) Principles of Consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the Murray Cod Australia Limited and all of the subsidiaries (including any structured entities). Subsidiaries are entities the Parent controls. The Parent controls an entity when it 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 over the entity. A list of the subsidiaries is provided in Note 13.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Inter- company transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as "non-controlling interests". The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or the non-controlling interests proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.
Business Combinations
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is obtained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions).
When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.
All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred.
The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.
Goodwill
Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of:
(i) the consideration transferred at fair value;
(ii) any non-controlling interest (determined under either fair value or proportionate interest method); and (iii) the acquisition date fair value of any previously held equity interest.
Over the acquisition date fair value of any identifiable assets acquired and liabilities assumed.
The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements.
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Group.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/ permitted by applicable AASB Accounting Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139: Financial Instruments: Recognition and Measurement, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the noncontrolling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interests proportionate share of the subsidiary's identifiable net assets (proportionate interest method). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective note to the financial statements disclosing the business combination.
Under the full goodwill method, the fair value of the non-controlling interest is determined using valuation techniques which make the maximum use of market information where available.
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.
Goodwill is tested for impairment annually and is allocated to the Group's cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored and not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of.
(b) Income Tax
The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).
Current income tax expense charged to profit or loss is the tax payable on taxable income for the current period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority using tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.
Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are
recognised outside profit or loss or arising from a business combination.
A deferred tax liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from: (a) the initial recognition of goodwill; or (b) the initial recognition of an asset or liability in a transaction which: (i) is not a business combination; and (ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale. When an investment property that is depreciable is held by the entity in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised, unless the deferred tax asset relating to temporary differences arises from the initial recognition of an asset or liability in a transaction that:
-
is not a business combination; and
-
at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (i) a legally enforceable right of set-off exists; and (ii) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
(c) Fair Value of Assets and Liabilities
- The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable accounting standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.
(d) Inventories
All Inventories are measured at the lower of cost and net realisable value unless they are Biological Assets. Refer to Note 1(e) regarding the measurement and valuation of Biological Assets.
(e) Biological Assets
Biological Assets comprise Murray cod live fish. Biological assets are measured at their fair value less costs to sell in accordance with AASB141 Agriculture, with any changes to fair value recognised immediately in the statement of profit or loss and other comprehensive income. Fair value of a biological asset is based on its present location and condition, if an active or other effective market exists for the biological asset or agricultural asset. If an active market does not exist then we use one of the following when available in determining fair value:
-
the most recent market transaction price, provided that there has not been a significant change in economic circumstances between the date of that transaction and the end of the reporting period; or
-
market prices, in markets accessible to the entity, for similar assets with adjustments to reflect differences; or
-
● sector benchmarks.
(f) Property, Plant and Equipment
- Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.
Property
Freehold land and buildings are carried at their fair value (being the amount for which an asset could be exchanged between knowledgeable willing parties in an arm's length transaction), based on periodic, but at least triennial, valuations by external independent valuers, less accumulated impairment losses and accumulated depreciation for buildings.
Increases in the carrying amount arising on revaluation of land and buildings are credited to a revaluation surplus in equity. Decreases that offset previous increases of the same asset are recognised against revaluation surplus directly in equity; all other decreases are recognised in profit or loss.
Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.
Plant and Equipment
Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(l) for details of impairment).
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight-line basis over the asset's useful life to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
| Class of Fixed Asset | Depreciation Rate |
|---|---|
| Buildings | 3% |
| Plant and equipment | 5-33.33% |
| Leased plant and equipment | 5-33.33% |
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise. Gains shall not be classified as revenue. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings.
- (g) Exploration and Development Expenditure
Exploration, evaluation and development expenditures incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised to the extent that they are expected to be recovered through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit or loss in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise costs in relation to that area.
Costs of site restoration are provided for over the life of the project from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with local laws and regulations and clauses of the permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted for on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.
- (h) Investment Property
Investment property, comprising freehold office complexes, is held to generate long-term rental yields. All tenant leases are on an arm’s length basis. Investment property is initially measured at cost and subsequently measured at fair value.
Fair value of investment properties is determined annually based on a valuation by an independent valuer who has recognised and appropriate professional qualifications and recent experience in the location and category of investment property being valued. Fair values are determined by the valuer using market information, including prices for similar properties in comparable locations.
Changes to fair values of investment properties are recognised in profit or loss in the period in which they occur.
- (i) Leases (the group as lessee)
Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset (but not the legal ownership) are transferred to entities in the consolidated group, are classified as finance leases.
Finance leases are capitalised by recognising an asset and a liability at the lower of the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense.
Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses on a straight line basis over the lease term.
Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term.
- (j) Non-Current Assets Held For Sale and Discontinued Operations
Non-current assets and disposal groups are classified as held for sale and generally measured at the lower of carrying amount and fair value less costs to sell, where the carrying amount will be recovered principally through sale as opposed to continued use. No depreciation or amortisation is charged against assets classified as held for sale.
Classification as "held for sale" occurs when: management has committed to a plan for immediate sale; the sale is expected to occur within one year from the date of classification; and active marketing of the asset has commenced. Such assets are classified as current assets.
A discontinued operation is a component of an entity, being a cash-generating unit (or a group of cash-generating units), that either has been disposed of, or is classified as held for sale, and: represents a separate major line of business or geographical area of operations; is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or is a subsidiary acquired exclusively with the view to resale.
Impairment losses are recognised for any initial or subsequent write-down of an asset (or disposal group) classified as held for sale to fair value less costs to sell. Any reversal of impairment recognised on classification as held for sale or prior to such classification is recognised as a gain in profit or loss in the period in which it occurs.
(k) Financial Instruments
Recognition and Initial Measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).
Financial instruments (except for trade receivables) are initially measured at fair value plus transactions costs except where the instrument is classified ‘at fair value through profit or loss’ in which case transaction costs are expensed to profit or loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.
Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing component
or if the practical expedient was applied as specified in AASB 15.63.
Classification and Subsequent Measurement
Financial liabilities
Financial instruments are subsequently measured at:
-
amortised cost; or
-
fair value through profit or loss.
-
A financial liability is measured at fair value through profit and loss if the financial liability is:
-
a contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies;
-
held for trading; or
-
initially designated as at fair value through profit or loss.
All other financial liabilities are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense in profit or loss over the relevant period. The effective interest rate is the internal rate of return of the financial asset or liability. That is, it is the rate that exactly discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at initial recognition.
A financial liability is held for trading if:
-
it is incurred for the purpose of repurchasing or repaying in the near term;
-
part of a portfolio where there is an actual pattern of short-term profit taking; or
-
a derivative financial instrument (except for a derivative that is in a financial guarantee contract or a derivative that is in an effective hedging relationship).
-
Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a
designated hedging relationship are recognised in profit or loss.
The change in fair value of the financial liability attributable to changes in the issuer's credit risk is taken to other comprehensive income and are not subsequently reclassified to profit or loss. Instead, they are transferred to retained earnings upon derecognition of the financial liability. If taking the change in credit risk in other comprehensive income enlarges or creates an accounting mismatch, then these gains or losses should be taken to profit or loss rather than other comprehensive income. A financial liability cannot be reclassified.
Financial Guarantee Contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs
because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument.
Financial guarantee contracts are initially measured at fair values (and if not designated as at fair value through profit or loss and do not arise from a transfer of a financial asset) and subsequently measured at the higher of:
-
the amount of loss allowance determined in accordance with AASB 9.3.25.3; and
-
the amount initially recognised less the accumulative amount of income recognised in accordance with the revenue recognition policies.
Financial Assets
Financial assets are subsequently measured at:
-
amortised cost;
-
fair value through other comprehensive income; or
-
● fair value through profit or loss.
Measurement is on the basis of two primary criteria:
-
the contractual cash flow characteristics of the financial asset; and
-
the business model for managing the financial assets.
-
A financial asset that meets the following conditions is subsequently measured at amortised cost:
-
the financial asset is managed solely to collect contractual cash flows; and
-
● the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates.
A financial asset that meets the following conditions is subsequently measured at fair value through other comprehensive income:
- the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates;
● the business model for managing the financial assets comprises both contractual cash flows collection and the selling of the financial asset.
By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value through other
comprehensive income are subsequently measured at fair value through profit or loss.
The Company initially designates a financial instrument as measured at fair value through profit or loss if:
-
it eliminates or significantly reduces a measurement or recognition inconsistency (often referred to as “accounting mismatch”) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases;
-
it is in accordance with the documented risk management or investment strategy, and information about the groupings was documented appropriately, so that the performance of the financial liability that was part of a group of financial liabilities or financial assets can be managed and evaluated consistently on a fair value basis;
-
it is a hybrid contract that contains an embedded derivative that significantly modifies the cash flows otherwise required by the contract.
The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option on initial classification and is irrevocable until the financial asset is derecognised.
Equity Instruments
At initial recognition, as long as the equity instrument is not held for trading and not a contingent consideration recognised by an acquirer in a business combination to which AASB 3: Business Combinations applies, the Company made an irrevocable election to measure any subsequent changes in fair value of the equity instruments in other comprehensive income, while the dividend revenue received on underlying equity instruments investment will still be recognised in profit or loss.
Regular way purchases and sales of financial assets are recognised and derecognised at settlement date in accordance with the Company's accounting policy.
Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position.
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (i.e. when the obligation in the contract is discharged, cancelled or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Derecognition of financial assets
A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred.
All of the following criteria need to be satisfied for derecognition of a financial asset:
-
the right to receive cash flows from the asset has expired or been transferred;
-
all risk and rewards of ownership of the asset have been substantially transferred; and
-
the Company no longer controls the asset (i.e. the Company has no practical ability to make a unilateral decision to sell the asset to a third party).
On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of
the consideration received and receivable is recognised in profit or loss.
On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or loss
previously accumulated in the investment revaluation reserve is reclassified to profit or loss.
Derivative Financial Instruments
The Company enters into various derivative financial instruments (i.e. foreign exchange forward contracts and interest rate swaps) to manage its exposure to interest rate and foreign exchange rate risks.
Derivative financial instruments are initially and subsequently measured at fair value. All gains and losses subsequent to the initial recognition are recognised in profit or loss.
The Company currently does not hold any derivatives.
Hedge Accounting
At the inception of a hedge relationship, the Company identifies the appropriate risks to be managed by documenting the relationship between the hedging instrument and the hedged item, along with risk management objectives and the strategy for undertaking various hedge transactions.
-
The Company documents whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk. That is, whether the hedging relationships meet all of the following hedge effective requirements:
-
there is an economic relationship between the hedged item and the hedging instrument;
-
the effect of credit risk does not dominate the value changes that result from that economic relationship; and
-
the hedged ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group uses to hedge the quantity of the hedged item.
When the hedging relationship ceases to meet the hedging ratio requirement, the Group rebalances the hedge so that it meets the qualifying criteria again.
Discontinuation of hedge is not voluntary and is only permitted if:
-
the risk management objective has changed;
-
there is no longer an economic relationship between the hedged item and the hedging instrument; or
-
the credit risk is dominating the hedge relationship.
Qualifying items
Each eligible hedged item must be reliably measurable and will only be designated as a hedge item if it is made with a party which is not part of the Group and is from one of the following categories:
-
a recognised asset or liability (financial or non-financial);
-
an unrecognised firm commitment (binding agreement with specified quantity, price and dates); or
-
a highly probable forecast transaction.
Fair value hedges
At each reporting date, except when the hedging instrument hedges an equity instrument designated as at fair value through other comprehensive income, the carrying amount of the qualifying hedge instruments will be adjusted for the fair value change and the attributable change is recognised in profit or loss, at the same line as the hedged item.
When the hedged item is an equity instrument designated as at fair value through other comprehensive income, the hedging gain or loss remains in other comprehensive income to match the hedging instrument.
Cash flow hedges
The effective portion of the changes in fair value of the hedging instrument is not recognised directly in profit or loss, but to the extent the hedging relationship is effective, it is recognised in other comprehensive income and accumulated under the heading Cash Flow Hedging Reserve, limited to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion (balancing figure) is recognised immediately in profit or loss.
Hedge accounting on cash flow hedge instruments is discontinued prospectively when the hedge relationship no longer meets the qualifying criteria. Amounts recognised in the Cash Flow Hedging Reserve that are related to the discontinued hedging instrument will immediately be reclassified to profit or loss.
The Company currently does not carry out any hedging.
Preference Shares
dividends are discretionary. Dividends thereon are recognised as distributions within equity upon declaration by the directors. Preferred share capital is classified as a liability if it is redeemable on a set date or at the option of the shareholders, or where the dividends are mandatory. Dividends thereon are recognised as interest expense in profit or loss.
The Company currently does not have any preference shares.
Compound Financial Instruments
accordance with the substance of the arrangements. An option that is convertible and that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Group’s own equity instruments will be classified as equity.
The fair value of the liability component is estimated on date of issue. This is done by using the prevailing market interest rate of the same kind of instrument. This amount is recognised using the effective interest method as a liability at amortised cost until conversion or the end of life of the instrument.
On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.
The equity portion is calculated by deducting the liability amount from the fair value of the instrument as a whole. The equity portion is not remeasured after initial recognition. Equity will remain as such until the option is exercised. When the option is exercised a corresponding amount will be transferred to share capital. If the option lapses without the option being exercised the balance in equity will be recognised in profit or loss.
Costs of the transaction of the issue of convertible instruments are proportionally allocated to the equity and liability. Transaction costs in regards to the liability are included in the carrying amount of the liability and are amortised over its life using the effective interest method. Transaction cost in equity is directly recognised in equity.
Impairment
The Group recognises a loss allowance for expected credit losses on:
-
financial assets that are measured at amortised cost or fair value through other comprehensive income;
-
● lease receivables;
-
contract assets (e.g. amounts due from customers under construction contracts);
-
loan commitments that are not measured at fair value through profit or loss; and
-
financial guarantee contracts that are not measured at fair value through profit or loss.
Loss allowance is not recognised for:
-
financial assets measured at fair value through profit or loss; or
-
equity instruments measured at fair value through other comprehensive income.
Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument. A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, all discounted at the original effective interest rate of the financial instrument.
The Group uses the following approaches to impairment, as applicable under AASB 9: Financial Instruments:
-
the general approach;
-
the simplified approach;
-
the purchased or originated credit impaired approach; and
-
● low credit risk operational simplification.
General approach
Under the general approach, at each reporting period, the Group assesses whether the financial instruments are credit-impaired, and if:
● the credit risk of the financial instrument has increased significantly since initial recognition, the Group measures the loss allowance of the financial instruments at an amount equal to the lifetime expected credit losses; or
- there is no significant increase in credit risk since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses.
Simplified approach
-
The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires the recognition of lifetime expected credit loss at all times. This approach is applicable to:
-
trade receivables or contract assets that result from transactions within the scope of AASB 15: Revenue from Contracts with Customers and which do not contain a significant financing component; and
-
lease receivables.
In measuring the expected credit loss, a provision matrix for trade receivables was used taking into consideration various data to get to an expected credit loss (i.e. diversity of customer base, appropriate groupings of historical loss experience, etc.).
Purchased or originated credit-impaired approach
For a financial asset that is considered credit-impaired (not on acquisition or origination), the Group measures any change in its lifetime expected credit loss as the difference between the asset’s gross carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. Any adjustment is recognised in profit or loss as an impairment gain or loss.
Evidence of credit impairment includes:
-
significant financial difficulty of the issuer or borrower;
-
a breach of contract (e.g. default or past due event);
-
a lender granting to the borrower a concession, due to the borrower's financial difficulty, that the lender would not otherwise consider;
-
high probability that the borrower will enter bankruptcy or other financial reorganisation; and
-
the disappearance of an active market for the financial asset because of financial difficulties.
Low credit risk operational simplification approach
If a financial asset is determined to have low credit risk at the initial reporting date, the Group assumes that the credit risk has not increased significantly since initial recognition and accordingly it can continue to recognise a loss allowance of 12-month expected credit loss.
In order to make such a determination that the financial asset has low credit risk, the Group applies its internal credit risk ratings or other methodologies using a globally comparable definition of low credit risk. A financial asset is considered to have low credit risk if:
-
there is a low risk of default by the borrower;
-
the borrower has strong capacity to meet its contractual cash flow obligations in the near term;
-
adverse changes in economic and business conditions in the longer term may, but not necessarily will, reduce the ability of the borrower to fulfil its contractual cash flow obligations.
A financial asset is not considered to carry low credit risk merely due to existence of collateral, or because a borrower has a risk of default lower than the risk inherent in the financial assets, or lower than the credit risk of the jurisdiction in which it operates. Recognition of expected credit losses in financial statements
At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the statement of profit or loss and other comprehensive income.
The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset.
Assets measured at fair value through other comprehensive income are recognised at fair value, with changes in fair value recognised in other comprehensive income. Amounts in relation to change in credit risk are transferred from other comprehensive income to profit or loss at every reporting period.
For financial assets that are unrecognised (e.g. loan commitments yet to be drawn, financial guarantees), a provision for loss allowance is created in the statement of financial position to recognise the loss allowance.
(l) Impairment of Assets
At the end of each reporting period, the company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information, including dividends received from subsidiaries, associates or joint ventures 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 of disposal 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: Property, Plant and Equipment ). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard.
Where it is not possible to estimate the recoverable amount of an individual asset, the entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use.
When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
(m) Investments in Associates
An associate is an entity over which the company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity but has no control or joint control of those policies. Investments in associates are accounted for in the 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 company’s share of net assets of the associate. In addition, the Company’s share of the profit or loss and other comprehensive income is included in the financial statements. The carrying amount of the investment includes, when applicable, goodwill relating to the associate. Any discount on acquisition, whereby the Company’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 Company and the associate are eliminated to the extent of the Company’s interest in the associate.
When the Company’s share of losses in an associate equals or exceeds its interest in the associate, the Company 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 Company 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 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.
(n) Interests in Joint Arrangements
Joint arrangements represent the contractual sharing of control between parties in a business venture where unanimous decisions about relevant activities are required.
Separate joint venture entities providing joint venturers with an interest to net assets are classified as a joint venture and accounted for using the equity method.
Joint operations represent arrangements whereby joint operators maintain direct interests in each asset and exposure to each liability of the arrangement. The Company’s interests in the assets, liabilities, revenue and expenses of joint operations are included in the respective line items of the financial statements.
Gains and losses resulting from sales to a joint operation are recognised to the extent of the other parties’ interests. When the Company makes purchases from a joint operation, it does not recognise its share of the gains and losses from the joint arrangement until it resells those goods/assets to a third party.
(o) Intangible Assets Other than Goodwill
Trademarks and Licences
Patents and trademarks are recognised at cost of acquisition.
Water Rights and Licences
Water rights and licences held by the Company are classifed as intangible assets. There is a sophisticated and well regulated market network which provides daily prices of the permanent licences and annual allocations. The Company revalues the water licences each half year in accorance with the prevailing market prices at balance date. Refer to note 15.
Research and Development
Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project is expected to deliver future economic benefits and these benefits can be measured reliably. Capitalised development costs have a finite useful life and are amortised on a systematic basis based on the future economic benefits over the useful life of the project.
- (p) Foreign Currency Transactions and Balances
Functional and Presentation Currency
The functional currency of the Company is the currency of the primary economic environment in which that entity operates. The financial statements are presented in Australian dollars, which is the Company’s functional currency.
Transaction and Balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit or loss, except exchange differences that arise from net investment hedges.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income, otherwise the exchange difference is recognised in the profit or loss.
The Company
The financial results and position of foreign operations whose functional currency is different from the entity’s presentation currency are translated as follows:
-
assets and liabilities are translated at exchange rates prevailing at the end of the reporting period;
-
income and expenses are translated at exchange rates on the date of transaction; and
-
all resulting exchange differences are recognised in other comprehensive income.
Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position and allocated to non-controlling interest where relevant. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of.
(q) Employee Benefits
Short-Term Employee Benefits
Provision is made for the Company’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.
The company’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as part of current trade and other payables in the statement of financial position if there is an amount outstanding at balance date. The company’s obligations for employees’ annual leave and long service leave entitlements are recognised as provisions in the statement of financial position.
Other Long-Term Employee Benefits
Provision is made for employees long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees.
Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur.
The Company’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Company does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions.
Termination Benefits
When applicable, the Group recognises a liability and expense for termination benefits at the earlier of:
-
the date when the Group can no longer withdraw the offer for termination benefits; and
-
when the Group recognises costs for restructuring pursuant to AASB 137: Provisions, Contingent Liabilities and Contingent Assets and the costs include termination benefits.
In either case, unless the number of employees affected is known, the obligation for termination benefits is measured on the basis of the number of employees expected to be affected. Termination benefits that are expected to be settled wholly before 12 months after the annual reporting period in which the benefits are recognised are measured at the (undiscounted) amounts expected to be paid. All other termination benefits are accounted for on the same basis as other long-term employee benefits.
Equity-Settled Compensation
The Group operates an employee share and option plan. Share-based payments to employees are measured at the fair value of the instruments at grant date and amortised over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amounts are recognised in the option reserve and statement of profit and loss respectively. The fair value of options is determined using the BlackScholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest.
Share-Based Payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
-
during the vesting period, the liability at each reporting period is the fair value of the award at that date multiplied by the expired portion of the vesting period;
-
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determing fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as they were a modification.
(r) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that
- an outflow of economic benefits will result and that outflow can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.
(s) Provision for Warranties
Provision is made in respect of the Group’s best estimate of the liability on all products and services under warranty at the end of the reporting period. The provision is measured as the present value of future cash flows estimated to be required to settle the warranty obligation. The future cash flows have been estimated by reference to the consolidated group’s history of warranty claims.
(t) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits available on demand with banks, other short-term highly liquid investments with original maturities of 12 months or less, and bank overdrafts. Bank overdrafts are reported within borrowings in current liabilities on the statement of financial position.
(u) Revenue and Other Income
Revenue recognition
The Group has applied AASB 15: Revenue from Contracts with Customers using the cumulative effective method. Therefore, the comparative information has not been restated and continues to be presented under AASB 118: Revenue and AASB 111: Construction Contracts. The details of accounting policies under AASB 118 and AASB 111 are disclosed separately since they are different from those under AASB 15, and the impact of changes is disclosed in Note 3.
In the comparative period
Revenue was measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. When the inflow of consideration was deferred, it was treated as the provision of financing and was discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received was interest revenue.
Revenue from sale of goods was recognised at the point of delivery as this corresponds to the transfer of significant risks and rewards of ownership of goods and the cessation of all involvement in those goods.
Revenue from rendering of services was recognised in proportion to the stage of completion of the work performed at the reporting date.
Current Revenue generated by the Group is categorised into the following:
-
Revenue
-
Fish sales, sales of Murray cod
-
Equipment sales, sales of aquaculture equipment to grow Murray cod
-
Net value of changes in fair value of biological assets.
Sales of Fish and Aquaculture Equipment
The Group grows and sells Murray cod and aquaculture equipment. Revenue is recognised when control of the products has transferred to the customer. For such transactions, this is when the products are delivered to the customers. Revenue from these sales is based on the price agreed at the time of sale. Revenue is then only recognised to the extent that there is a high probability that a significant reversal of revenue will not occur.
A receivable is recognised when the goods are delivered. The Group's right to consideration is deemed unconditional at this time, as only the passage of time is required before payment of that consideration is due. There is no significant financing component because sales are made within a credit term of 7 to 30 days.
-
(v) Trade and Other Payables
-
Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability. Trade and other payables are initially measured at fair value and subsequently measured at amortised cost using the effective interest method.
(w) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
- (x) 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 Taxation 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.
-
(y) Government Grants
Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs it is compensating. Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful life of the asset on a straight-line basis.
- (z) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
Where the Company retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statements is presented.
- (aa) Rounding of Amounts
The company has not applied the relief available to it under ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191. Accordingly, amounts in the financial statements have been rounded to the nearest dollar.
(ab) New and amended accounting policies adopted by the Group
Initial application of AASB 9: Financial Instruments
The Group has adopted AASB 9: Financial Instruments with an initial application date of 1 July 2018. As a result, the Group has changed its financial instruments accounting policies as follows.
Considering the initial application of AASB 9 during the financial period, no financial statement line items have been affected for the current and prior periods.
AASB 9 requires retrospective application with some exemptions and exceptions (i.e. when applying the effective interest method, impairment measurement requirements, and hedge accounting requirements in terms of the standard).
There were no financial assets/liabilities which the Group had previously designated as fair value through profit or loss under AASB 139 that were subject to reclassification/elected reclassification upon the application of AASB 9: Financial Instruments: Recognition and Measurement. There were no financial assets/liabilities which the Group has elected to designate as at fair value through profit or loss at the date of initial application of AASB 9.
The Group applied AASB 9: Financial Instruments (as revised in July 2014) and the related consequential amendments to other Standards. New requirements were introduced for the classification and measurement of financial assets and financial liabilities, as well as for impairment and general hedge accounting.
The date of initial application was 1 July 2018. The Group has applied AASB 9 to instruments that have not been derecognised as at 1 July 2018 and has not applied AASB 9 to instruments that have already been derecognised as at 1 July 2018. Comparative amounts in relation to instruments that have not been derecognised as at 1 July 2018 have been restated where appropriate.
Customers have a right to return aquaculture equipment if unsatisfactory. This type of equipment being extremely specific to the industry is only ever likely to be returned by a customer if a part of the equipment is faulty. The company policy is to replace the faulty part not refund the sales income. A refund liability is not recognised as it is highly unlikely to occur.
Murray cod fish sales cannot be returned due to the nature of the product. If a customer is unhappy with the quality of the product this is notified to the company immediately and the sale and receivable in this regards is not recognised.
Interest income is recognised using the effective interest method.
Financial assets in terms of AASB 9 need to be measured subsequently at either amortised cost or fair value on the basis of the entity's business model and the cash flow characteristics of the financial assets:
-
debt investments that are held within a business model whose goal is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, are subsequently measured at amortised cost;
-
debt investments that are held within a business model whose goal is both to collect contractual cash flows and to sell it, and that have contractual cash flows that are purely payments of principal and interest on the principal amount outstanding, are subsequently measured at fair value through other comprehensive income; and
-
all other debt investments and equity investments are measured at fair value through profit or loss.
-
Despite the issues mentioned, the Group may make the following irrevocable elections at initial recognition of a financial asset:
-
the Group may choose to present in other comprehensive income subsequent changes in the fair value of an equity investment that is not held for trading and is not a contingent consideration in a business combination.
● the Group may choose to present a debt investment that meets the amortised cost or fair value through other comprehensive income criteria as measured at fair value through profit or loss if this choice significantly reduces an accounting mismatch.
When an equity investment at fair value through other comprehensive income has a gain or loss previously recognised in other comprehensive income, it is not reclassified to profit or loss. However, when a debt investment at fair value through other comprehensive income is derecognised, the gain or loss recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
Debt instruments that are subsequently measured at amortised cost or at fair value through other comprehensive income are subject to impairment.
There were no existing financial assets as at 1 July 2018 that required a determination regarding the effect of the initial application of AASB 9.
Impairment
As per AASB 9, an expected credit loss model is applied, not an incurred credit loss model as per AASB 139. To reflect changes in credit risk, this expected credit loss model requires the Group to account for expected credit loss since initial recognition.
AASB 9 also determines that a loss allowance for expected credit loss be recognised on debt investments subsequently measured at amortised cost or at fair value through other comprehensive income, lease receivables, contract assets, loan commitments and financial guarantee contracts as the impairment provision would apply to them.
If the credit risk on a financial instrument did not show significant change since initial recognition, an expected credit loss amount equal to 12-month expected credit loss is used. However, a loss allowance is recognised at an amount equal to the lifetime expected credit loss if the credit risk on that financial instrument has increased significantly since initial recognition, or if the instrument is an acquired credit-impaired financial asset.
A simple approach is followed in relation to trade receivables, as the loss allowance is measured at lifetime expected credit loss.
The Group reviewed and assessed the existing financial assets on 1 July 2018. The assessment was made to test the impairment of these financial assets using reasonable and supportable information that is available to determine the credit risk of the respective items at the date they were initially recognised, and to compare that to the credit risk as at 1 July 2017 and 1 July 2018. The assessment was performed without undue cost or effort, in accordance with AASB 9.
| Financial assets to which the | Note | Attributes of credit risk | Loss allowance |
|---|---|---|---|
| impairment provisions apply | recognised on | ||
| 1 July 2018 | 1 July 2017 $ 1 July 2018 $ |
||
| Trade and other receivables | 10 | The Group uses the simplifed approach and | 0% 0% |
| recognises lifetime expected credit loss. |
The reconciliation between the provision for impairment in accordance with AASB 139 and AASB 137 for the above-mentioned financial assets are disclosed in their respective notes.
The consequential amendments to AASB 7: Financial Instruments: Disclosures have also resulted in more extensive disclosures about the Group’s exposure to credit risk in the consolidated financial statements.
Classification and Measurement of Financial Liabilities
AASB 9 determines that the measurement of financial liabilities and the classification relate to changes in the fair value designated as at fair value through profit or loss attributable to changes in the credit risk.
AASB 9 further states that the movement in the fair value of financial liabilities that is attributable to changes in the credit risk of that liability needs to be shown in other comprehensive income. Unless the effect of the recognition constitutes accounting mismatch in profit or loss. Changes in fair value in relation to the financial liability’s credit risk are transferred to retained earnings when the financial liability is derecognised and not reclassified through profit or loss. AASB 139 requires the fair value amount of the change of the financial liability designated as at fair value through profit or loss to be presented in profit or loss.
General Hedge Accounting
In terms of AASB 9, the general hedge accounting requirements remain. Having said this AASB 9 introduces more flexibility to the types of transactions that fall under the hedge accounting. The same applies to risk components of non-financial items qualifying for hedge accounting. A new concept introduces an ‘economic relationship’ which reshapes the concept of effectiveness, and retrospective assessment is no longer required.
The Group has applied the hedge accounting requirements prospectively from 1 July 2018. This is in accordance with AASB 9’s transition provisions. The Group currently has no hedging relationships in place as at 1 July 2018. As a result, no rebalancing has taken place. The Group has not introduced any hedging relationships under the new provisions of AASB 9.
AASB 9 also introduces more extensive requirements of management’s activities in relation to hedges.
In addition, AASB 9 requires hedging gains and losses to be basis adjusted to the initial carrying amount of non-financial hedged items. At the date of initial application there were no hedges.
The application of the AASB 9 hedge accounting requirements has had no impact on the results and financial position of the Group for the current year.
The following table represents the classification and measurement of financial assets and financial liabilities under AASB 9 and AASB 139 at the date of initial application (1 July 2018).
| Financial assets Financial instrument category |
Financial assets Financial instrument category |
Financial assets Financial instrument category |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Carrying amount | ||||||||||
| AASB | 9 recognition | |||||||||
| Current and | of additional loss | |||||||||
| non-current AASB 139 original |
AASB 9 new | AASB | 139 original $ |
allowance $ |
AASB 9 new $ |
|||||
| Trade and other Loans and receivables |
Financial assets | at | 472,795 | - | 472,795 | |||||
| receivables (amortised cost) |
amortised cost | |||||||||
| Cash and cash Loans and receivables |
Financial assets | at | 2,076,942 | - | 2,076,942 | |||||
| equivalents (amortised cost) |
amortised cost | |||||||||
| Financial liabilities | ||||||||||
| Current and non-current | ||||||||||
| Trade and other Amortised cost |
Financial liabilities at | 1,307,939 | - | 1,307,939 | ||||||
| payables | amortised cost | |||||||||
| Carrying amount | Carrying amount | Retained earnings | ||||||||
| Items | under AASB 139 30 June 2018 $ |
Reclassifcation $ |
Remeasurements $ |
under AASB 9 1 July 2018 $ |
adjustment 1 July 2018 $ |
|||||
| Financial assets | ||||||||||
| Fair value through other comprehensive | ||||||||||
| income | ||||||||||
| Included from: (debt instruments) Reclassifed from: (equity instruments) Available for sale(AASB 139) |
i. | - | - | - | - | - | ||||
| Allocated to (equity and debt instruments): | ||||||||||
| Available for sale (AASB 139) to fair value through proft or loss (AASB 9): required reclassifcation to fair value through other comprehensive income(equity) |
ii. | - | - | - | - | - | ||||
| Total | - | - | - | - | - | |||||
| Amortised costs Reclassifed from: Held to maturity (AASB 139) |
iii. | - | - | - | - | - | ||||
| Loans to receivables | iv. | - | - | - | - | - | ||||
| Allocated to: Reclassifcation per classifcation criteria: fnancial assets at amortised cost(AASB 9) |
- | - | - | - | - | |||||
| Total | - | - | - | - | - | |||||
| Total fnancial asset balances reclassifcations and remeasurements at 1 July 2018 Financial liabilities Amortised costs Reclassifed from: Amortised cost(AASB 139) Allocated to: Amortised cost(AASB 9) Total Total fnancial liabilities balances reclassifcations and remeasurements at 1 July 2018 Reclassifcation assessment |
v. | - - - - - |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
Items i. to v. have been reclassified as a result of the initial adoption of the new Standard AASB 9: Financial Instruments.
Initial application of AASB 15: Revenue from Contracts with Customers
The Group has adopted AASB 15: Revenue from contracts with customers with an initial application date of 1 July 2018. As a result, the Group has changed its accounting policy revenue recognition as follows.
The Group has applied AASB 15 using the cumulative effect method; that is, by recognising the cumulative effect of initially applying AASB 15 as an adjustment to the opening balance of equity at 1 July 2018. Therefore, the comparative information has not been restated and continues to be reported under AASB 118: Revenue and AASB 111: Construction Contracts. The application of AASB 15 did not result in any significant changes or quantitative impact of those changes to comparatives.
The application of these changes in accounting policies had no impact on the consolidated cash flows of the Group.
(ac) Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the company.
Key Estimates and Judgements
-
(i) Share-based payment transactions
-
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
-
(ii) Provision for impairment of receivables
-
The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical collection rates and specific knowledge of the individual debtor's financial psition.
(iii) Provision for impairment of inventories
- The provision for impairment of inventories assessment requires a degree of estimation and judgement, The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory.
(iv) Fair value measurement hierarchy
- The consolidated entity is required to classify all assets and liabilities, measured 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, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective.
(ad) New Accounting Standards for Application in Future Periods
-
The AASB has issued a number of new and amended Accounting Standards that have mandatory application dates for future reporting periods, some of which are relevant to the Group. The directors have decided not to early adopt any of the new and amended pronouncements. Their assessment of the pronouncements that are relevant to the entity but applicable in future reporting periods is set out below:
-
AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019).
-
The Group has chosen not to early-adopt AASB 16. However, the Group has conducted a preliminary assessment of the impact of this new Standard, as follows.
A core change resulting from applying AASB 16 is that most leases will be recognised on the balance sheet by lessees, as the new Standard does not differentiate between operating and finance leases.
An asset and a financial liability are recognised in accordance with this new Standard. There are, however, two exceptions allowed. These are short-term and low-value leases.
Basis of Preparation
The accounting for the Group's operating leases will be primarily affected by this new Standard.
- AASB 16 will be applied by the Group from its mandatory adoption date of 1 July 2019. The comparative amounts for the year prior to first adoption will not be restated as the Group has chosen to apply AASB 16 retrospectively with cumulative effect. While the right-of-use assets for property leases will be measured on transition as if the new rules had always been applied, all other rightof- use assets will be measured at the amount of the lease liability on adoption (after adjustments for any prepaid or accrued lease expenses).
The Group's non-cancellable operating lease commitments amount to $2,686,149 as at the reporting date. Of this $2,686,149, $0 of short-term leases and $0 of low-value leases will be recognised as expense in profit or loss on a straight-line basis.
-
The Group has performed a preliminary impact assessment and has estimated that on 1 July 2019, the Group expects to recognise the right-of-use assets of $2,029,669 and lease liabilities of approximately $2,078,018 (after adjusting for prepayments and accrued lease payments recognised as at 1 July 2019).
-
Following the adoption of this new Standard, the Group's net profit after tax is expected to decrease by approximately $25,423 in 2020.
The repayment of the principal portion of the lease liabilities will be classified as cash flows from financing activities, thus increasing operating cash flows and decreasing financing cash flows by approximately $141,530.
Given that the Group's activities as a lessor will not be materially impacted by this new Standard, the Group does not expect any significant impact on its financial statement from a lessor perspective. Nonetheless, starting next year, additional disclosures will be required.
-
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs.
-
(v) Estimation of useful lives of assets
-
The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.
(vi) Impairment or revaluation of Water Rights and licences
- The consolidated entity assesses the impairment or revaluation of water rights and licences at each reporting date. Water rights and licences held by the Company are classified as intangible assets. There is a sophisticated and well regulated market network which provides daily prices of the permanent licences and annual allocations. The company revalues the water licences each half year in accordance with the prevailing market prices at balance date. Minimal directors estimates and judgements are required due to the sophisticated and well regulated market network providing regular observable and reliable market values of water rights and licences.
(vii) Valuation of Biological Assets
- Directors make significant judgements and estimates in regards to valuing Biological Assets. Refer to Note 1 (e) and Note 28 for further detail on Biological Assets valuations.
(viii) Exploration and Evaluation Expenditure
- The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage that permits a reasonable assessment of the existence of reserves. All other expenditure is expensed.
Note 2 Parent Information
The following information has been extracted from the books and records of the financial information of the parent entity set out below and has been prepared in accordance with Australian Accounting Standards.
| 2019 $ |
2018 $ |
|
|---|---|---|
| STATEMENT OF FINANCIAL POSITION | ||
| ASSETS | ||
| Current Assets | 11,382,688 | 7,386,567 |
| Non-current Assets | 7,535,332 | 5,719,260 |
| Total Assets | 18,918,020 | 13,105,827 |
| LIABILITIES | ||
| Current Liabilities | 811,204 | 866,010 |
| Non-current Liabilities | 1,251,193 | 321,185 |
| Total Liabilities | 2,062,397 | 1,187,195 |
| EQUITY | ||
| Issued Capital | 23,655,598 | 17,431,183 |
| Retained earnings | (11,206,126) | (7,644,531) |
| Capital profts reserve | - | - |
| Financial assets reserve | - | - |
| Revaluation surplus | - | - |
| Asset revaluation reserve | 569,250 | 210,600 |
| Option reserve | 3,211,901 | 1,546,380 |
| Performance rights reserve | 625,000 | 375,000 |
| Total Equity | 16,855,623 | 11,918,632 |
| STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME | ||
| Net Proft/(Loss) for the year after tax | (3,561,595) | (425,875) |
| Total Proft/Loss and other comprehensive income | (3,561,595) | (425,875) |
Guarantees
During the reporting period, Murray Cod Australia Limited did not enter into a deed of cross guarantee with its subsidiary Bidgee Fresh Pty Ltd.
Contingent liabilities
At 30 June 2019 Murray Cod Australia was not responsible for any Associates Contingent Liabilities as there was nil.
Contractual commitments
At 30 June 2019 Murray Cod Australia was not responsbile for any contractual commitments for any associates as there was nil.
Note 3 Revenue and Other Income
The Group has recognised the following amounts relating to revenue in the statement of profit or loss.
| Consolidated Group | Consolidated Group | ||
|---|---|---|---|
| Revenue from continued operations | Note | 2019 $ |
2018 $ |
| Sales revenue | |||
| ● Fish sales | 3,085,203 | 1,890,461 | |
| ● Net gain from change in fair value of biological assets | 11 | 2,963,800 | 2,177,898 |
| ● Equipment sales | 195,786 | 372,522 | |
| 6,244,789 | 4,440,881 | ||
| The group has disaggregated revenue into product sales. There is no other means of disaggregating revenue. All products are sold at a point in | |||
| time not over time. | |||
| The application of AASB 15: Revenue from contracts with customers has not had any major impact on the Revenue disclosures as the company | |||
| has only two Revenue sources and all revenue is generated at a point in time. The sales currently from overseas is minimal not warranting revenue | |||
| to be disaggregated by geographical markets. | |||
| Other revenue | |||
| ● Interest received | 10,369 | 27,225 | |
| ● Sundry income | 191,701 | 12,860 | |
| 202,070 | 40,085 | ||
| Total revenue | 6,446,859 | 4,480,966 | |
| Other Income | |||
| ● Research and development tax incentive | - | 332,862 | |
| Total other income | - | 332,862 | |
| Total Revenue and other income | 6,446,859 | 4,813,828 |
There are no performance obligations that are unsatisfied (partially unsatisfied) at the reporting date.
Note 4 Profit for the Year
Profit before income tax from continuing operations includes the following specific expenses:
| Consolidated | Group | ||||
|---|---|---|---|---|---|
| Note | 2019 | 2018 | |||
| $ | $ | ||||
| **(a) ** | Expenses | ||||
| Cost of sales | |||||
| ● Cost of sales - fish | 2,986,796 | 1,890,460 | |||
| ● Cost of sales - aquaculture equipment | 133,516 | 160,928 | |||
| ● Cost of sales - processing plant | 3,472 | - | |||
| 3,123,784 | 2,051,388 | ||||
| Rental expense on operatingleases | |||||
| ● minimum lease payments | 205,635 | 99,447 | |||
| ● contingent rents | - | - | |||
| ● sublease payments | - | - | |||
| Interest expenses on fnancial liabilities ● related parties ● unrelated parties Total fnance cost Depreciation Superannuation |
30,000 93,376 123,376 480,994 123,217 |
30,000 10,755 40,755 313,033 88,485 |
|||
| Share Based Payment | 2,636,282 | 17,260 |
Note part of employee benefits expenses, veterinary and depreciation are expenses incurred in Research and Development but are not listed separately as Research and Development.
Note 5 Tax Expense
| Consolidated | Group | |||
|---|---|---|---|---|
| Note | 2019 | 2018 | ||
| $ | $ | |||
| (a) | The components of tax(expense)income comprise: | |||
| Current tax | ||||
| Deferred tax | 19 | (252,296) | (137,446) | |
| Recoupment of prior year tax losses | ||||
| Under provision in respect of prior years | (775) | |||
| (252,296) | (138,221) | |||
| (b) | The prima facie tax on proft from ordinary activities before income tax | |||
| is reconciled to income tax as follows: | ||||
| Prima facie tax payable on proft from ordinary activities before income | ||||
| tax at 27.5%(2018: 27.5%) | ||||
| ● consolidated group | (1,079,979) | (111,763) | ||
| Add: | ||||
| Tax efect of: | ||||
| ● non-deductible depreciation and amortisation | ||||
| ● non-allowable items | 916,914 | 145,460 | ||
| ● write-downs to recoverable amounts | - | - | ||
| ● adjusted carry forward tax loss | - | 359 | ||
| (163,065) | 34,056 | |||
| Less: | ||||
| Tax efect of: | ||||
| ● deductible expenses capitalised on balance sheet or not claimed inprioryear |
89,231 | 79,966 | ||
| ● foreign currency exchange proft not subject to income tax | - | - | ||
| ● taxation depreciation exceeding accounting | - | - | ||
| ● depreciation | - | - | ||
| ● non-assessable income | - | 91,536 | ||
| Recoupment of prior year tax losses not previously brought to account | - | - | ||
| Income tax attributable to entity | (252,296) | (137,446) | ||
| The weighted average efective tax rates are as follows: The decrease in the weighted average efective consolidated tax rate for |
6.4% | 34.0% | ||
| 2019 is a result of a reduction in non-assessable income and an increase in | ||||
| non-allowable items compared to 2018. |
Note 6 Key Management Personnel Compensation
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2019.
The totals of remuneration paid to KMP of the company and the Group during the year are as follows:
| 2019 | 2018 | |
|---|---|---|
| $ | $ | |
| Short-term employee benefts | 270,000 | 270,000 |
| Post-employment benefts | 22,800 | 22,800 |
| Other long-term benefts | - | - |
| Termination benefts | - | - |
| Share-based payments | 2,460,563 | - |
| Total KMP compensation | 2,753,363 | 292,800 |
Short-term employee benefits
-
these amounts include fees and benefits paid to the non-executive chair and non-executive directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other key management personnel.
-
Post-employment benefits
-
these amounts are the current year’s estimated costs of providing for the Group’s defined benefits scheme post-retirement, superannuation contributions made during the year and post-employment life insurance benefits.
-
Other long-term benefits
-
these amounts represent long service leave benefits accruing during the year, long-term disability benefits, and deferred bonus payments.
Share-based payments
- these amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured by the fair value of the options, rights and shares granted on grant date.
Further information in relation to KMP remuneration can be found in the Remuneration Report.
Note 7 Auditor’s Remuneration
| Note 7 Auditor’s Remuneration |
||
|---|---|---|
| 2019 | 2018 | |
| $ | $ | |
| Remuneration of the auditor for: | ||
| ● auditing or reviewing the fnancial statements | 37,000 | 40,000 |
| ● taxation services | - | - |
| ● due diligence services | - | - |
| ● other taxation services | - | - |
| 37,000 | 40,000 |
Note 8 Earnings per Share
| Consolidated | Group | ||
|---|---|---|---|
| 2019 | 2018 | ||
| $ | $ | ||
| (a) | Reconciliation of earnings toproft or loss | ||
| Proft/(Loss) | (3,674,901) | (268,191) | |
| Proft attributable to non-controlling equity interest | - | - | |
| Redeemable and convertible preference share dividends | - | - | |
| Earnings used to calculate basic EPS | (3,674,901) | (268,191) | |
| Dividends on convertible preference shares | - | - | |
| Earnings used in the calculation of dilutive EPS | (3,674,901) | (268,191) | |
| (b) | Reconciliation of earnings to proft or loss from continuing operations | ||
| Proft/(Loss) from continuing operations | (3,674,901) | (268,191) | |
| Proft attributable to non-controlling equity interest in respect of | - | - | |
| continuingoperations | |||
| Redeemable and convertible preference share dividends | - | - | |
| Earnings used to calculate basic EPS from continuing operations | (3,674,901) | (268,191) | |
| Dividends on convertiblepreference shares | - | - | |
| Earnings used in the calculation of dilutive EPS from continuing operations | (3,674,901) | (268,191) | |
| (c) | Reconciliation of earnings to proft or loss from discontinued | ||
| operations | |||
| Proft from discontinued operations | - | - | |
| Proft attributable to non-controlling equity interest | - | - | |
| Earnings used to calculated basic EPS from discontinued operations | - | - | |
| No. | No. | ||
| (d) | Weighted average number of ordinary shares outstanding during the year | ||
| used in calculatingbasic EPS | 408,018,495 | 354,916,572 | |
| Weighted average number of dilutive options outstanding | 92,447,717 | 91,350,000 | |
| Weighted average number of dilutive performance rights outstanding | 15,000,000 | 15,000,000 | |
| Weighted average number of dilutive deferred consideration shares | |||
| outstanding | 18,029,354 | 26,428,571 | |
| Weighted average number of ordinary shares outstanding during the year | |||
| used in calculatingdilutive EPS | 533,495,566 | 487,695,143 | |
| (e) | Diluted EPS are not refected for discontinued operations as the result is anti- | - | - |
| dilutive in nature. | |||
| (f) | Anti-dilutive options on issue not used in dilutive EPS calculation | - | - |
Note 9 Cash and Cash Equivalents
| Note 9 Cash and Cash Equivalents |
||||
|---|---|---|---|---|
| Note | 2019 | 2018 | ||
| $ | $ | |||
| Cash at bank and on hand | 2,860,181 | 2,076,942 | ||
| Short-term bank deposits The efective interest rate on short-term bank deposits was 1.5% (2018: 2%);these deposits have an average maturityof 30 days. Reconciliation of cash Cash and cash equivalents at the end of the fnancial year as shown in the statement of cash fows is reconciled to items in the statement of fnancial position as follows: Cash and cash equivalents Credit cards |
27 18 |
150,000 3,010,181 3,010,181 (25,862) |
- 2,076,942 2,076,942 (1,819) |
|
| 2,984,319 | 2,075,123 |
Note 10 Trade and Other Receivables
| Note 10 Trade and Other Receivables |
|||
|---|---|---|---|
| Note | 2019 | 2018 | |
| $ | $ | ||
| CURRENT | |||
| Trade receivables | 352,570 | 456,768 | |
| Provision for impairment | - | - | |
| Business Activity Statement Refund Receivable | 13,543 | 13,716 | |
| 366,113 | 470,484 | ||
| Other receivables | 19 | 2,311 | |
| Total current trade and other receivables | 366,132 | 472,795 |
The following table shows the movement in lifetime expected credit loss that has been recognised for trade and other receivables in accordance with the simplified approach set out in AASB 9: Financial Instruments.
(a) Lifetime Expected Credit Loss: Credit Impaired
| (a) | Lifetime Expected Credit Loss: | Credit Impair | ed | ||||
|---|---|---|---|---|---|---|---|
| Consolidated Group | |||||||
| Opening balance | |||||||
| Note | under AASB 139 1 July 2017 $ |
Adjustment for AASB 9 $ |
Net measurement of loss allowance $ |
Amounts written of $ |
Closing balance 30 June 2018 $ |
||
| i. | Current trade receivables | - | - | - | - | - | |
| - | - | - | - | - | |||
| Consolidated Group | |||||||
| Opening balance | |||||||
| Note | under AASB 139 1 July 2018 $ |
Adjustment for AASB 9 $ |
Net measurement of loss allowance $ |
Amounts written of $ |
Closing balance 30 June 2019 $ |
||
| i. | Current trade receivables | - | - | - | - | - | |
| - | - | - | - | - |
The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The loss allowance provision as at 30 June 2019 is determined as follows; the expected credit losses also incorporate forward-looking information.
| Current $ |
>30 days past due |
>60 days past due |
>90 days past due |
Total | |
|---|---|---|---|---|---|
| $ | $ | $ | |||
| 2019 | |||||
| Expected loss rate | - | - | - | - | - |
| Gross carrying amount | 77,502 | 30,160 | 8,593 | 236,315 | 352,570 |
| Loss allowing provision | - | - | - | - | - |
| 2018 | |||||
| Expected loss rate | - | - | - | - | - |
| Gross carrying amount | 69,702 | 276,933 | 6,505 | 103,628 | 456,768 |
| Loss allowing provision | - | - | - | - | - |
| Credit risk |
The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group.
The Group always measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.
A floating charge over cash and cash equivalents has been provided for certain debts. Refer to Note 18 for further details.
There has been no change in the estimation techniques or significant assumptions made during the current reporting period.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier. None of the trade receivables that have been written off is subject to enforcement activities.
A review of Debtors >90 days was conducted including consideration of Debtor payments incurred since balance date. As a substantial amount of these >90 Debtors are contract grower arrangements with companies that are both customers and suppliers, Murray Cod Australia Ltd has a right to pay the purchase incurred from the Debtor owed to the company. At the time of incurring the Debtor it is also certain that the purchase will be incurred with that customer. Because of these factors there is no allowance for loss on debtors.
(b) Collateral Held as Security
There is no collateral held as security over any Trade Receivables or Loans to Subsidiaries.
| (c) Financial Assets Measured at Amortised Cost | Consolidated Group | Consolidated Group | |
|---|---|---|---|
| Note | 2019 $ |
2018 $ |
|
| Trade and other Receivables | |||
| ● Total current | 366,132 | 472,795 | |
| ● Total non-current | - | - | |
| 366,132 | 472,795 | ||
| Total fnancial assets measured at amortised cost | 27 | 366,132 | 472,795 |
(d) Collateral Pledged
A floating charge over trade receivables has been provided for certain debts. Refer to Note 18 for further details.
Note 12 Other Financial Assets
| Note 12 Other Financial Assets |
|||
|---|---|---|---|
| Consolidated | Group | ||
| Note | 2019 | 2018 | |
| $ | $ | ||
| NON- CURRENT | |||
| Financial assets at cost | 59 | - | |
| Other investments | - | - | |
| Total non-current assets | 59 | - | |
| Unlisted investments, at cost | |||
| ● shares in controlled entities | - | - | |
| ● shares in other related parties | - | - | |
| ● shares in other corporations | 59 | - | |
| ● shares in associates | - | - | |
| ● interests in joint ventures | - | - | |
| ● units in other related parties | - | - | |
| 59 | - |
Note 13 Interests in Subsidiaries
- (a) Information about Principal Subsidiaries
The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary units which are held directly by the Group. The proportion of ownership interests held equals the voting rights held by Group. Each subsidiary’s principal place of business is also its country of incorporation.
Note 11 Inventories
| Note 11 Inventories |
|||
|---|---|---|---|
| Consolidated Group | |||
| Note | 2019 $ |
2018 $ |
|
| CURRENT | |||
| At cost: | |||
| Fish Feed and Chemical Inventory | 72,123 | 77,259 | |
| Livestock - Cattle | 15,763 | 15,763 | |
| Cage Building Stock and Parts | 63,770 | 171,290 | |
| Processing Plant Inventory | 27,284 | - | |
| 178,940 | 264,312 | ||
| At net realisable value: | |||
| Biological Assets | |||
| Murray Cod Broodstock | 134,625 | 115,695 | |
| Murray Cod Fingerlings | 645,547 | 782,817 | |
| Murray Cod Pond Fish | 6,408,344 | 3,379,326 | |
| Total Biological Assets | 7,188,516 | 4,277,838 | |
| Total Inventory | 7,367,456 | 4,542,150 | |
| Biological Assets | |||
| Carrying amount at the beginning of the period | 4,277,838 | 1,874,720 | |
| Purchases | 573,886 | 786,259 | |
| Growing Costs | 1,108,693 | 672,050 | |
| Decreases due to harvest for sale | (1,735,701) | (1,233,089) | |
| Gain from physical changes at fair value | 2,963,800 | 2,177,898 | |
| Carryingamount at the end of theperiod | 7,188,516 | 4,277,838 |
| Ownership interest held by | Ownership interest held by | Proportion of non-controlling | Proportion of non-controlling | ||
|---|---|---|---|---|---|
| the Group | interests | ||||
| Name of subsidiary | Principal place of business | 2019 | 2018 | 2019 | 2018 |
| (%) | (%) | (%) | (%) | ||
| Bidgee Fresh Pty Ltd | Level 1, 153 Yambil Street | 100% | 100% | 0% | 0% |
| GRIFFITH NSW 2680 |
Subsidiary financial statements used in the preparation of these consolidated financial statements have also been prepared as at the same reporting date as the Group’s financial statements.
(b) Significant Restrictions
There are no significant restrictions over the Group’s ability to access or use assets, and settle liabilities, of the Group.
(c) Acquisition of Controlled Entities
On 16th January 2017, the parent entity acquired a 100% interest in and control of Bidgee Fresh Pty Ltd. The details of this transaction has been disclosed in detail in prior years Financial Reports.
Note 14 Property, Plant and Equipment
| Note 14 Property, Plant and Equipment |
||
|---|---|---|
| Consolidated Group | ||
| 2019 | 2018 | |
| $ | $ | |
| LAND AND BUILDINGS | ||
| Land and Buildings | ||
| ● at cost |
1,654,332 | 1,654,332 |
| Total land | 1,654,332 | 1,654,332 |
| All land and buildings were acquired at the time of the business acquisitions in 2017. At the time | of acquisitions the land and buildings were | |
| valued by independend valuers. The land and buildings are recorded at the deemed cost as this | is the cost of purchase at the time of acquisition. | |
| Directors have determined not to revalue land and buildings at the reporting date as the deemed cost was market value at purchase. The Directors believe the value has not increased signifcantly since that date. |
||
| PLANT AND EQUIPMENT | ||
| Plant and equipment: | ||
| At cost | 5,653,755 | 4,088,230 |
| Accumulated depreciation | (909,418) | (433,954) |
| Accumulated impairment losses | - | - |
| 4,744,337 | 3,654,276 | |
| Totalproperty, plant and equipment | 6,398,669 | 5,308,608 |
All land and buildings were acquired at the time of the business acquisitions in 2017. At the time of acquisitions the land and buildings were valued by independend valuers. The land and buildings are recorded at the deemed cost as this is the cost of purchase at the time of acquisition. Directors have determined not to revalue land and buildings at the reporting date as the deemed cost was market value at purchase. The Directors believe the value has not increased significantly since that date.
(a) Movements in Carrying Amounts
Movements in carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.
fnancial year. |
||||||||
|---|---|---|---|---|---|---|---|---|
| Leasehold | Plant and | Leased Plant | ||||||
| Consolidated Group: | Freehold Land $ |
Buildings $ |
Improvement $ |
Equipment $ |
and Equipment $ |
Total $ |
||
| Balance at 1 July 2017 | 1,654,332 | 2,279,587 | 3,933,919 | |||||
| Additions | 1,687,429 | 1,687,429 | ||||||
| Disposals | - | |||||||
| Acquisitions through business combinations | - | |||||||
| Revaluation and impairment increments / | - | |||||||
| (decrements) | ||||||||
| Depreciation expense | (313,033) | (313,033) | ||||||
| Capitalised borrowing costs expensed and capital costs write of |
(297) | (297) | ||||||
| Capitalised borrowing cost | 590 | 590 | ||||||
| Balance at 30 June 2018 | 1,654,332 | - | - | 3,654,276 | - | 5,308,608 | ||
| Additions | 1,559,236 | 1,559,236 | ||||||
| Disposals | - | |||||||
| Acquisitions through business combinations | - | |||||||
| Revaluation increments / (decrements) Depreciation expense Capitalised borrowing costs expensed and capital costs write of Capitalised borrowing cost Reclassifcation of property held-for-sale Write-of of assets destroyed during food Balance at 30 June 2019 |
1,654,332 | - | - | (475,464) (8,119) 14,408 4,744,337 |
- | - (475,464) (8,119) 14,408 - - 6,398,669 |
| Consolidated Group | Consolidated Group | |||
|---|---|---|---|---|
| Note | 2019 $ 2018 $ |
|||
| (b) Capitalised Finance Costs | ||||
| Borrowing costs incurred | 16,333 1,925 |
|||
| Borrowing costs written off to profit and loss | (2,887) (297) |
|||
| Borrowing costs capitalised | 13,446 1,628 |
|||
| Note 15 Intangible Assets |
||||
| Consolidated Group | ||||
| 2019 $ |
2018 $ |
|||
| Goodwill | ||||
| Cost | - | - | ||
| Accumulated impairment losses | - | - | ||
| Net carrying amount | - | - | ||
| Trademarks and licences | ||||
| Cost | 18,400 | - | ||
| Accumulated amortisation and impairment losses | - | - | ||
| Net carrying amount | 18,400 | - | ||
| Water Rights and Licences at Market Value | 1,255,700 | 897,050 | ||
| Total intangible assets | 1,274,100 | 897,050 | ||
| Consolidated Group | Goodwill $ |
Trademarks & Licences $ |
Water Rights & Licences $ |
|
| Year ended 30 June 2018 | ||||
| Balance at the beginning of the year | - | - | 686,450 | |
| Additions | ||||
| Disposals | ||||
| Amortisation charge | ||||
| Revaluation | 210,600 | |||
| - | - | 897,050 | ||
| Year ended 30 June 2019 | ||||
| Balance at the beginning of the year | - | - | 897,050 | |
| Additions | 18,400 | |||
| Internal development | ||||
| Acquisitions through business combinations | ||||
| Disposals | ||||
| Amortisation charge | ||||
| Revaluations | 358,650 | |||
| Closingvalue at 30 June 2019 | - | 18,400 | 1,255,700 |
Water licences held by the company are classified as intangible assets. The licences are issued by the NSW Government and by Murrumbidgee Irrigation Limited and provide the company with the right to receive allocations of water from Murrumbidgee river supplies and from underground aquifers. The volume of water allocated to the general security Murrumbidgee licences each year is dependent upon the volumes available within the Snowy Mountains storages each year. The allocations are announced progressively throughout the irrigation season each year by the government. Both the licences and the annual allocations of water are readily tradeable assets. There is a sophisticated and well regulated market network which provides daily prices of the permanent licences and the annual allocations. The company revalues the water licences each half year in accordance with the prevailing market prices at balance date.
Note 16 Other Assets
| Note 16 Other Assets | |||
|---|---|---|---|
| Consolidated Group | |||
| 2019 $ 2018 $ |
|||
| CURRENT | |||
| Prepayments | 312,518 33,624 |
||
| NON-CURRENT | |||
| Prepayments | - - |
||
| 312,518 33,624 |
|||
| Note 17 Trade and Other Payables | |||
| Consolidated Group | |||
| Note | 2019 $ 2018 $ |
||
| CURRENT | |||
| Unsecured liabilities | |||
| Trade payables | 411,801 649,556 |
||
| Sundry payables and accrued expenses | 80,410 109,291 |
||
| Amounts payable to related parties | 26 | ||
| ● wholly-owned subsidiaries |
- - |
||
| ● other related parties |
- - |
||
| ● key management personnel related entities |
579,092 549,092 |
||
| 1,071,303 1,307,939 |
|||
| Consolidated Group | |||
| Note | 2019 $ |
2018 $ |
|
| (a) Financial liabilities at amortised cost classifed as trade and otherpayables | |||
Trade and otherpayables |
|||
| ● Total current |
1,071,303 | 1,307,939 | |
| ● Total non-current |
- | - | |
| Financial liabilities as trade and otherpayables | 27 | 1,071,303 | 1,307,939 |
| Note 18 Borrowings | |||
| Consolidated Group | |||
| Note | 2019 $ |
2018 $ |
|
| CURRENT | |||
| Unsecured liabilities at amortised cost: | |||
| Bank overdrafts | - | - | |
| - | - | ||
| Secured liabilities at amortised cost: | |||
| Lease liability | 22 | 210,610 | 65,193 |
| Bank overdrafts | 18 b,c | - | - |
| Credit Card Facilities | 25,862 | 1,819 | |
| 236,472 | 67,012 | ||
| Total current borrowings | 236,472 | 67,012 | |
| NON-CURRENT | |||
| Secured liabilities at amortised cost: | |||
| Bank overdrafts | 18 b,c | - | - |
| Lease liability | 22 | 1,094,444 | 243,556 |
| Total non-current borrowings | 1,094,444 | 243,556 | |
| Total borrowings | 27 | 1,330,916 | 310,568 |
| Consolidated | Group | ||
|---|---|---|---|
| 2019 | 2018 | ||
| $ | $ | ||
| (a) | Total current and non-current secured liabilities: | ||
| Bank overdraft | - | - | |
| Lease Liability | 1,305,054 | 308,749 | |
| Credit Card Facilities | 25,862 | 1,819 | |
| 1,330,916 | 310,568 |
-
(b) The terms and conditions of outstanding loans are as follows:
-
The company has a Westpac Buiness One Loan - Overdraft facility, the limit is $2,500,000, and was undrawn at 30 June 2019. Interest rate is variable but has been approximately 4.5%. The facility is reviewable annually.
The company has a Westpac Business Card Facility. The facility limit is $120,000. The card facility is payable monthly.
(c) Collateral provided
The Westpac Overdraft and Credit Card Facilities are secured by Westpac holding the following: i) Mortgage over property located at Farm 1444D Bilbul Road, BILBUL NSW 2680
-
ii) iii)
-
Mortgage over property located at “Silverwater” 563 Pinehope Road, GRONG GRONG NSW 2652
General security agreement over all existing and future assets and undertakings
-
iv) Mortgage over Water Licence WAL 4091, Murrumbidgee Regulated River Water Source General Security - 130 ML’s
-
v) Mortgage over Water Licence WAL 33173, Mid Murrumbidgee Ground Water - 283 ML’s
-
vi) Mortgage over Murrumbidgee Irrigation Limited - 201 Delivery and General Security entitlements for property located at Farm 1444D, Bilbul Road, BILBUL NSW 2680.
Lease liabilities are secured by the underlying leased assets.
Financial assets that have been pledged as part of the total collateral for the benefit of bank debt are as follows:
| Consolidated Group | Consolidated Group | ||
|---|---|---|---|
| Note | 2019 $ |
2018 $ |
|
| Cash and cash equivalents | 9 | 3,010,181 | 2,076,942 |
| Trade receivables | 10 | 352,570 | 456,768 |
| Total fnancial assetspledged | 3,362,751 | 2,533,710 |
The collateral over cash and cash equivalents and debtors represents a floating charge.
Note 19 Tax
| Note 19 Tax | ||||||
|---|---|---|---|---|---|---|
| Consolidated Group | ||||||
| 2019 $ |
2018 $ |
|||||
| CURRENT | ||||||
| Income taxpayable | - | - | ||||
| - | - | |||||
| NON-CURRENT Consolidated Group |
Opening Balance $ |
Recognised in Proft and Loss $ |
Charged directly to Equity $ |
Changes in Tax Rates $ |
Exchange Diferences $ |
Closing Balance $ |
| Deferred tax liabilities | ||||||
| Property, plant and equipment | ||||||
| ● tax allowance |
173,320 | 56,285 | (14,443) | 215,162 | ||
| Land and buildings revaluation | ||||||
| Tangible assets revaluation | - | |||||
| Fair valuegain: available for sale assets | - | |||||
| Gain on cash fow hedges | - | |||||
Cash fow hedge gain transferred from equitytoproft or loss |
- | |||||
Future income tax benefts attributable to tax losses |
- | |||||
| Other | - | |||||
| Balance at 30 June 2018 | 173,320 | 56,285 | - | (14,443) | - | 215,162 |
| Property,Plant and Equipment | ||||||
| ● tax allowance |
215,162 | 72,105 | 287,267 | |||
| Land and buildings revaluation | - | - | ||||
| Tangible assets revaluation | - | - | ||||
| Fair value gain on fnancial assets at fair value through other comprehensive income (previously available for sale assets) |
- |
- | ||||
| Gain on cash fow hedges | - | - | ||||
Cash fow hedge gain transferred from equitytoproft or loss |
- |
- | ||||
Future income tax benefts attributable to tax losses |
- |
- | ||||
| Other | - | - | ||||
| Balance at 30June 2019 | 215,162 | 72,105 | - | - | - | 287,267 |
| Deferred tax assets | ||||||
| Provisions and accruals | ||||||
| Transaction costs on equityissue | ||||||
| Property, plant and equipment | ||||||
| ● impairment |
||||||
| Other | 164,030 | 193,731 | (13,670) | 344,091 | ||
| Balance at 30 June 2018 | 164,030 | 193,731 | - | (13,670) | - | 344,091 |
| Provisions | - | |||||
| Transaction costs on equityissue | - | - | ||||
| Property, plant and equipment | ||||||
| ● impairment |
- | - | ||||
| Other | 344,091 | 324,402 | 668,493 | |||
| Balance at 30 June 2019 | 344,091 | 324,402 | - | - | - | 668,493 |
The benefits of the above temporary differences and unused tax losses will only be realised if the conditions for deductibility set out in Note 1(b) occur. These amounts have no expiry date.
Note 20 Provisions
| Note 20 Provisions | |||
|---|---|---|---|
| Consolidated Group | |||
| 2019 | 2018 | ||
| $ | $ | ||
| CURRENT | |||
| Employee Benefts | |||
| Openingbalance at 1 July2018 | 43,220 | 6,717 | |
| Additionalprovisions | 42,846 | 36,503 | |
| Balance at 30 June 2019 | 86,066 | 43,220 | |
| Total | 86,066 | 43,220 | |
| Consolidated Group | |||
| 2019 | 2018 | ||
| $ | $ | ||
| Analysis of Total Provisions | |||
| Current | 86,066 | 43,220 | |
| Non-current | - | - | |
| 86,066 | 43,220 |
Provision for Employee Benefits
Provision for employee benefits represents amounts accrued for annual leave and long service leave.
The current portion for this provision includes the total amount accrued for annual leave entitlements and the amounts accrued for long service leave entitlements that have vested due to employees having completed the required period of service. Based on past experience, the Group does not expect the full amount of annual leave or long service leave balances classified as current liabilities to be settled within the next 12 months. However, these amounts must be classified as current liabilities since the Group does not have an unconditional right to defer the settlement of these amounts in the event employees wish to use their leave entitlement.
The non-current portion for this provision includes amounts accrued for long service leave entitlements that have not yet vested in relation to those employees who have not yet completed the required period of service.
The probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits have been included in Note 1(r).
Note 21 Issued Capital
| Note 21 Issued Capital | |||
|---|---|---|---|
| Consolidated Group | |||
| 2019 $ |
2018 $ |
||
| 456,336,415(2018: 392,659,015 fully paid ordinaryshares) | 23,947,966 | 16,894,385 | |
| Less: Capital RaisingCosts | (1,622,378) | (1,453,926) | |
| 456,336,415(2018: 392,659,015 fully paid ordinaryshares) | 22,325,588 | 15,440,459 | |
| Nil(2018: 26,428,571)deferred ordinaryshares | - | 660,714 | |
| 22,325,588 | 16,101,173 | ||
| The Group has authorised share capital amounting to 456,336,415 ordinary shares. | Consolidated Group | ||
| 2019 $ 2018 $ |
|||
| (a) Ordinary Shares | No. No. |
||
| At the beginningof the reporting period | 392,659,015 346,825,684 |
||
| Shares issued duringtheyear | |||
| ● 19/04/2018 | - 45,833,331 |
||
| ● 25/07/2018 | 280,000 - |
||
| ● 7/03/2019 | 26,428,571 - |
||
| ● 12/04/2019 | 24,289,259 - |
||
| ● 20/05/2019 | 10,512,903 - |
||
| ● 24/05/2019 | 1,500,000 - |
||
| ● 26/06/2019 | 666,667 - |
||
| At the end of the reporting period | 456,336,415 392,659,015 |
On 25th July 2018 280,000 Ordinary shares were issued as under the Companies Employee Securities Incentive Plan.
On the 7th of March 2019 26,428,571 Deferred Consideration Shares that were previoulsy issued as part of the initial acquistion vested and converted to Ordinary Shares.
On the 12th of April 2019 24,289,259 Ordinary Shares were issued to sophisticated investors at $0.155 as part of a capital raising program.
On the 20th of May 2019 10,512,903 Ordinary Shares were issued as a result of a share purchase plan offered to existing shareholders at $0.155.
On the 24th May 2019 1,500,000 Ordinary Shares were issued as consideration for a marketing and advocate services agreement. On 26th June 2019, 666,667 Ordinary Shares were issued as a result of Options being exercised.
All shares are fully paid ordinary shares, there is no par value.
(b) Options
-
(i) For information relating to the Murray Cod Australia Limited employee option plan, including details of options issued, exercised and lapsed during the financial year and the options outstanding at year-end, refer to Note 24.
-
(ii) For information relating to share options issued to key management personnel during the financial year, refer to Note 24.
(c) Capital Management
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can fund its operations and continue as a going concern.
The Group’s debt and capital include ordinary share capital, and financial liabilities, supported by financial assets.
The Group is not subject to any externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. This strategy is to ensure that the Group’s gearing ratio remains between 0% and 50%. The gearing ratios for the year ended 30 June 2019 and 30 June 2018 are as follows:
| Consolidated Group | Consolidated Group | |||
|---|---|---|---|---|
| Note | 2019 | 2018 | ||
| $ | $ | |||
| Total borrowings | 2,402,219 | 1,618,507 | ||
| Less cash and cash equivalents | 9 | (3,010,181) | (2,076,942) | |
| Net debt | (607,962) | (458,435) | ||
| Total equity | 16,622,056 | 11,798,371 | ||
| Total capital | 16,014,094 | 11,339,936 | ||
| Gearingratio | N/A | N/A |
Note 22 Capital and Leasing Commitments
| Consolidated | Group | |||
|---|---|---|---|---|
| 2019 | 2018 | |||
| $ | $ | |||
| (a) | Finance Lease Commitments | |||
| Payable — minimum leasepayments | ||||
| ● not later than 12 months | 282,550 | 79,827 | ||
| ● between 12 months and fveyears | 1,265,001 | 263,958 | ||
| ● later than fveyears | - | - | ||
| Minimum leasepayments | 1,547,551 | 343,785 | ||
| Less future fnance charges | (242,497) | (35,036) | ||
| Present value of minimum leasepayments | 1,305,054 | 308,749 |
- All finance lease commitments are equipment finances from the Commonwealth and Westpac Banks. There are 14 contracts with varying commencement and completion dates. The contracts are over various Aquaculture farming equipment. No finance lease commitments are longer than 5 years. Security provided for each equipment finance is the underlying asset in regards which the finance was obtained for.
was obtained for. |
|||
|---|---|---|---|
| Consolidated | Group | ||
| 2019 | 2018 | ||
| $ | $ | ||
| **(b) ** | Operating Lease Commitments | ||
| Non-cancellable operating leases contracted for but not recognised in the fnancial statements |
|||
| Payable — minimum leasepayments | |||
| ● not later than 12 months | 215,562 | 183,800 | |
| ● between 12 months and fveyears | 862,246 | 735,200 | |
| ● later than fveyears | 1,608,341 | 1,000,000 | |
| 2,686,149 | 1,919,000 |
The company has three property leases:
-
a) Farm 1444c Burley Griffin Way, Bilbul (known as “Molloys”). Lease is currently for land, including a residence, and 52 ML’s of High Security Water and 41 ML’s of General Security Water. The Lease is currently $7,286.80 (GST exclusive) per month and is a 5 year lease with an option to renew in 5 years and then in 10 years. The Lease commenced August 2017. Lease payments are indexed annually in accordance with the CPI.
-
b) Farm “Carawatha” Irrigation Way, Widgelli (known as “McFarlanes”). Lease is currently for land. The Lease is currently $8,441.66 (GST exclusive) per month and is a 15 year lease. The lease commenced in May 2018. Lease payments are indexed annually in accordance with the CPI.
-
c) Shed and land situated at 1/15A Lenehan Road, Griffith NSW 2680. The lease is currently $2,235 (GST exclusive) per month and is a 3 year lease with an option to renew for a further 3 years. The lease commenced in October 2018. Lease payments are indexed annually in accordance with the CPI.
Note 23 Cash Flow Information
| Note 23 Cash Flow Information | |||
|---|---|---|---|
| Consolidated Group | |||
| 2019 $ |
2018 $ |
||
| (a) Reconciliation of Cash Flows from Operating Activities with Proft after Income Tax |
|||
Proft after income tax |
(3,674,901) | (268,191) | |
Non-cash fows inproft |
|||
Depreciation and Amortisation |
480,994 | 313,331 | |
| Share basedpayment | 2,636,282 | 17,260 | |
| Changes in assets and liabilities, net of the efects of purchase and disposal of subsidiaries: |
|||
| (Increase)/decrease in trade and term receivables | 106,663 | (72,540) | |
| (Increase)/decrease in other assets | (51,107) | (17,808) | |
| (Increase)/decrease in inventories | (2,825,305) | (2,480,354) | |
| Increase/(decrease)in tradepayables and accruals | (236,637) | 513,813 | |
| Increase/(decrease)inprovisions | 42,846 | 36,502 | |
| Increase/(decrease)in deferred taxespayable | 72,105 | 41,840 | |
| (Increase)/decrease in deferred taxes receivable | (324,403) | (180,062) | |
| Net cashgenerated byoperatingactivities | (3,773,463) | (2,096,209) | |
| Consolidated Group | |||
| 2019 $ 2018 $ |
|||
| (b) Credit Standby Arrangements with Banks | |||
| Credit facility | 2,620,000 150,000 |
||
| Amount utilised | - - |
||
| 2,620,000 150,000 |
The major facilities are summarised as follows:
The company has a Westpac Business One Loan - Overdraft facility, the limit is $2,500,000, and at 30th June 2019 is undrawn. Interest rate is variable but has been approximately 4.5%. The facility is reviewable annually.
The company has a Westpac Business Card Facility. The facility limit is $120,000. The card facility is payable monthly. Interest rates are variable and subject to adjustment.
Note 24 Share-based Payments
(a) Murray Cod Australia Limited has in place an Employees Securities Incentive Plan
- The purpose of the Plan is to reward, retain and motivate eligible employees, link their reward to shareholder value and align the interests of eligible participants with shareholders.
Shares issued under the Employees Securities Incentive Plan are accounted for as a Share Based Payment Expense at the value of the Security according to the ASX share listing on the date of issue.
Security according to the ASX share listing on the date of issue. |
|||
|---|---|---|---|
| Consolidated | Group | ||
| Note | 2019 | 2018 | |
| $ | $ | ||
| Share Based Payment Expense | |||
| 25/07/2018 - 280,000 Ordinaryshares issued,valued at $0.115 | 32,200 | - |
- (b) Murray Cod Australia Limited Public Employee Share Option Scheme
The company established the Murray Cod Australia Limited Public Employee Share Option Scheme on 16th December 2016 as a long term incentive scheme to recognise talent and motivate executives to strive for Group performance. Employees are granted options which vest over time, subject to meeting specified performance criteria. The options are issued for no consideration and carry no entitlements to voting rights or dividends of the Group. The number available to be granted is determined by the Board and is based on performance measures including growth in shareholder return, return on equity, cash earnings, and group EPS growth.
Options are forfeited when the holder ceases to be employed by the Group, unless the Board determines otherwise (this is usually only in the case of redundancy, death or disablement).
The following options over shares were issued to employees under the Company’s Employee Security Incentive Plan during the 2019
financial year and to the date of this report:
- 2,000,000 unlisted options were issued as incentive for future performance and have an exercise price of $0.125 each and expire on 10th December 2021.
A summary of the movements of all options issued is as follows:
10th December 2021. A summary of the movements of all options issued is as follows: |
||
|---|---|---|
| Consolidated | Group | |
| Weighted average | ||
| Number | exerciseprice | |
| Options outstandingas at 1 July2017 | 90,350,000 | $ 0.075 |
| Granted | 1,000,000 | $ 0.155 |
| Forfeited | ||
| Exercised | ||
| Expired | ||
| Options outstandingas at 30 June 2018 | 91,350,000 | $ 0.076 |
| Granted | 2,000,000 | $ 0.125 |
| Forfeited | ||
| Exercised | (666,667) | $ 0.075 |
| Expired | ||
| Options outstandingas at 30 June 2019 | 92,683,333 | $ 0.076 |
| Options exercisable as at 30 June 2019: | 92,683,333 | $ 0.076 |
| Options exercisable as at 30 June 2018: | 91,350,000 | $ 0.076 |
As at the date of exercise, the weighted average share price of options exercised during the year was $0.195.
The fair value of the options granted to employees is considered to represent the value of the employee services received over the vesting period.
The weighted average fair value of options granted during the year was calculated using the Black Scholes option pricing model applying the following inputs:
| Weighted average exerciseprice: Weighted average life of the option: Expected shareprice volatility: Risk-free interest rate: |
$ 0 .125 3years 60% 1.93% |
|
|---|---|---|
Dividend yield and weighted average share price have also been used as inputs into the Black Sholes Valuation model in order to determine the fair value of share options granted.
Historical share price volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future volatility.
The life of the options is based on the historical exercise patterns, which may not eventuate in the future.
Options granted to key management personnel as share based payments during 2019 are as follows:
| Consolidated | Group | ||
|---|---|---|---|
| Note | 2019 | 2018 | |
| $ | $ | ||
| Share Based Payment Expense | |||
| 28/11/2018 2,000,000 Options issued to Directors and employees | 213,899 | 17,260 |
The weighted average fair value of those equity instruments, determined by reference to market price, was $0.1069.
These options and performance rights were issued as compensation to key management personnel of the Group. Further details are provided in the Directors’ Report.
Total Options issued by Murray Cod Australia Limited at 30/6/19:
| Quantity issued to: | Options Issued |
Exercise Price |
Expiry Date |
Fair Value/ Option |
Fair Value 30/6/19 |
Vested |
|---|---|---|---|---|---|---|
| Alto Capital(Lead Manager)issued 16/1/17 | 350,000 | 0.075 | 16/01/2021 | 0.03143 | 11,000 | Yes |
| Panaquatic (Corporate Advisor) issued 16/1/17 | 5,000,000 | 0.075 | 16/01/2022 | 0.00868 | 43,375 | No |
| Ross Anderson (Director) issued 16/1/17 | 15,000,000 | 0.075 | 16/01/2022 | 0.03470 | 520,500 | Yes |
| Martin Priestley (Director) issued 16/1/17 | 2,000,000 | 0.075 | 16/01/2022 | 0.03470 | 69,400 | Yes |
| Morgan Barron (Director) issued 16/1/17 | 1,333,333 | 0.075 | 16/01/2022 | 0.03470 | 46,267 | Yes |
| Douglas O'Neill (Director) issued 16/1/17 | 2,000,000 | 0.075 | 16/01/2022 | 0.03470 | 69,400 | Yes |
| Riverina Aquaculture and Silverwater on Asset | ||||||
| acquisition issued 16/1/17 | 24,000,000 | 0.075 | 16/01/2022 | 0.03470 | 832,800 | Yes |
| Brigalow Enterprises Pty Ltd and M & B Ryan Pty Ltd | ||||||
| on acquisition of Bidgee Fresh PtyLtd issued 16/1/17 | 40,000,000 | 0.075 | 16/01/2022 | 0.03470 | 1,388,000 | Yes |
| Employee Options issued 18/8/17 | 300,000 | 0.1 | 30/06/2021 | 0.02377 | 7,131 | No |
| Employee Options issued 18/8/17 | 300,000 | 0.15 | 30/06/2023 | 0.01689 | 5,066 | No |
| Employee Options issued 18/8/17 | 400,000 | 0.2 | 30/06/2025 | 0.01266 | 5,063 | No |
| Martin Priestley (Director) issued 28/11/18 | 2,000,000 | 0.125 | 10/12/2021 | 0.10690 | 13,899 | Yes |
| 92,683,333 | 3,211,901 |
Total Peformance Rights issued by Murray Cod Australia Limited at 30/6/19
| Performance Rights | No. Issued | Fair Value/Right |
Fair Value 30/6/19 |
Vested |
|---|---|---|---|---|
| Class A | 5,000,000 | 0.05 | 250,000 | Yes |
| Class B | 5,000,000 | 0.05 | 250,000 | Yes |
| Class C | 5,000,000 | 0.025 | 125,000 | No |
| 15,000,000 | 625,000 |
(c) Muray Cod Australia Limited deferred consideration shares, vested options and performance rights
On the 16th January 2017 deferred consideration shares and options were issued as a result of a business combination that occurred. This business combination was detailed in the 2018 and 2017 Financial Reports and the prospectus issued in November 2016.
26,428,571 deferred consideration shares were issued on the condition they are not converted to fully paid ordinary shares until the milestone is achieved and approved as agreed by the Board of Directors. Milestone being the production and sale of 100 tonnes of Murray cod within 4 years from the Quotation Date. On the 20th of February 2019 the Auditors - Pinnacle HPC reviewed and confirmed the milestone had been achieved. Resultantly 26,428,571 deferred consideration shares were converted to Ordinary Shares on the 7th March 2019.
At the time of listing Management assessed that the probability of achieving the performance milestone was 50%. The deferred consideration shares were valued at $0.025 (50% of the listing price of $0.05). Since the shares are now converted to ordinary shares they are valued at the price of the original underlying share price $0.05 per ordinary share, this increase in value is expensed to Share Based Payment Expense.
85,000,000 Options were issued on the condition they are not exercisable or vested until the milestone is achieved and approved as agreed by the Board of Directors. Milestone being the production and sale of 100 tonnes of Murray cod within 4 years from the quotation date. On the 20th of February 2019 the Auditors - Pinnacle HPC reviewed and confirmed the milestone had been achieved. Resultantly 85,000,000 Options were vested on the 20th February 2019.
At the time of listing Management assessed that the probability of achieving the performance milestone was 50%. Due to the probability of achieving the performance milestone the options were valued at 50% of the deemed value calculated under the Black Scholes option pricing model. As the Options are now vested they are valued at the price of the deemed value under the Black Scholes option pricing model, this increase in value is expensed to Share Based Payment Expense.
15,000,000 Performance Rights were issued on the condition that they are not vested until the milestone is achieved and approved as agreed by the Board of Directors. The Milestone being Class A 5,000,000 production and sale of 50 tonnes of Murray cod within 3 years of issue, Class B Production and sale of 100 tonnes of Murray cod within 4 years of issue, and Class C 5,000,000 production and sale of 150 tonnes of Murray cod within 5 years of issue.
At the time of listing Management assessed that the probability of achieving the performance milestone was 50%. Due to the probability of achieving the performance milestone the performance rights were valued at 50% of the deemed value which was $0.05 per share. Class A and Class B Performance Rights have now vested as now vested they are valued at the price $0.05 per share, this increase in value is expensed to Share Based Payment Expense.
value is expensed to Share Based Payment Expense. |
||
|---|---|---|
| Consolidated | Group | |
| 2019 | 2018 | |
| $ | $ | |
| Share Based Payment Expense | ||
| 7/3/2019 Issue of Deferred Shares on Milestone Achieved | 660,714 | - |
| 7/3/2019 Revalue of Options Vested | 1,474,750 | - |
| 7/3/2019 5,000,000 Class A Performance Rights Vested | 125,000 | |
| 7/3/2019 5,000,000 Class B Performance Rights Vested | 125,000 | |
| 2,385,464 | - |
(d) Murray Cod Australia Limited Agreement with Heston Blumenthal
Murray Cod Australia Ltd entered into a collaboration agreement with Heston Blumenthal and his associated companies. 1,500,000 Ordinary Shares were issued to Mr Blumenthal’s related companies along with a payment of $100,000, in return for Heston, and his team of world class chefs collaborating with Aquna on menu and product development to extend the food brand’s reach in local and global markets. The term of the agreement being 5 years. The value of the shares issued are recorded as a prepaid expense and expensed as share payment based expense as is incurred.
share payment based expense as is incurred. |
||||
|---|---|---|---|---|
| Consolidated | Group | |||
| 2019 | 2018 | |||
| $ | $ | |||
| Share Based Payment Expense | ||||
| 24/5/2019 1,500,000 Ordinary Shares issued at $0.155 | ||||
| $232,500, expensed 37 days of 5 years Summary of Shared Based Payment Expenses 2018 Employee Options issued 18/8/17 Employee Options issued 18/8/17 Employee Options issued 18/8/17 |
Quantity 300,000 300,000 400,000 |
4,714 Price $/Unit 0.02377 0.01689 0.01266 |
- Market Value $ 7,131 5,066 5,063 |
|
| 17,260 |
(e) Summary of Shared Based Payment Expenses 2018
Summary of Shared Based Payment Expenses 2019
| Quantity | Price $/Unit | Market Value $ |
||
|---|---|---|---|---|
| (a) | 280,000 Ordinary Shares Issued | 280,000 | 0.11500 | 32,200 |
| (b) | 2,000,000 Employee Options Issued | 2,000,000 | 0.10690 | 213,899 |
| (c) | Deferred consideration shares, options and | 26,428,571 | 0.02500 | 660,714 |
| performance rights issued on milestone achievement | ||||
| 85,000,000 | 0.01735 | 1,474,755 | ||
| 10,000,000 | 0.02500 | 250,000 | ||
| (d) | Agreement with Heston Blumenthal | 1,500,000 | 0.15500 | 232,500 |
| Less: Cost of shares capitalised as prepayment | (227,786) | |||
| 2,636,282 |
Note 25 Events After the Reporting Period
Other than the following, the Directors are not aware of any significant events since the end of the reporting period.
Since the 30 June 2019 reporting date a loan outstanding to Ag Finance Specialists Pty Ltd, an entity related to KMP Ross Anderson, was repaid in full for $582,790 on 30th August 2019.
Note 26 Related Party Transactions
Related Parties
(a) The Group’s main related parties are as follows:
- i. Entities exercising control over the Group:
The ultimate parent entity that exercises control over the Group is Murray Cod Australia Limited, which is incorporated in Australia.
-
ii. Key Management Personnel:
-
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity are considered key management personnel.
For details of disclosures relating to key management personnel, refer to Note 6.
iii. Entities subject to significant influence by the Group:
An entity that has the power to participate in the financial and operating policy decisions of an entity, but does not have control over those policies, is an entity that holds significant influence. Significant influence may be gained by share ownership, statute or agreement.
- iv. Joint ventures accounted for under the equity method:
The Group has no interest in any joint ventures.
- v. Other Related Parties
Other related parties include entities controlled by the ultimate parent entity and entities over which key management personnel have joint control.
-
(b) Transactions with related parties:
-
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
The following transactions occurred with related parties:
| Consolidated | Group | ||
|---|---|---|---|
| 2019 | 2018 | ||
| $ | $ | ||
| i. | Ultimate parent entity | ||
| Interest revenue | |||
| ii. | Associates | ||
| Sales of goods and services | |||
| Dividend revenue | |||
| Interest revenue | |||
| iii. | Joint Ventures | ||
| Dividend revenue | |||
| iv. | Other Related Parties | ||
| Purchase of goods and services | |||
| Ventnor Capital a company related to previous Director Morgan Barron | |||
| has provided Joint Company Secretarial Services of Brett Tucker and | |||
| Corporate Advisory Services to Murray Cod Australia Limited | |||
| (Total GST Inclusive) | 30,250 | 33,000 | |
| Anderson’s Tax and Investment Services Pty Ltd a company related | |||
| to Ross Anderson has provided Joint Company Secretarial services | |||
| of Wendy Dillon, monthly administration and general bookkeeping, | |||
| accounting, corporate consulting, taxation and advice and preparation of fnancial report services, payroll services, provision of ofce space, |
|||
| facilities and supplies. Anderson’s Chartered Accountants (The Firm) | |||
| has provided a wide variety of services to MCA. However no work | |||
| undertaken by Mr Anderson on behalf of MCA has been charged to | |||
| MCA by the Firm. For all of his personal exertion in the service of MCA Mr Anderson has received no benefts or remuneration other than |
|||
| directors fees disclosed in this report.(Total GST Inclusive) | 250,347 | 251,002 | |
| Anderson’s Tax and Investment Services Pty Ltd a company related to | |||
| Ross Anderson has paid expenses on behalf of the company and been | |||
| reimbursed these costs.(Total GST Inclusive) | 1,380 | - | |
| Commins Enterprises Pty Ltd a company related to Director George | |||
| Roger Commins has provided manufacturing services to the company | |||
| (Total GST Inclusive) | 463,075 | 647,543 | |
| Aquacomm Pty Ltd a company related to Director George Roger | |||
| Commins is a contract Murray cod grower to Murray Cod Australia | |||
| Limited. Purchase of contract grown Murray cod less costs (GST | |||
| Inclusive) | 352,945 | 106,248 | |
| Ian and Michelle Charles a Partnership related to Ian Charles has provided contract labour and has been reimbursed for out of pocket |
|||
| expenses in runningthe Hatchery (Total GST Inclusive) | - | 13,962 | |
| Bamford Partners a company related to Director Martin Priestley was | |||
| paid expensepayment reimbursements(Total GST Inclusive) | 100 | - | |
| Ag Finance Specialists Pty Ltd a company related to Director Ross | |||
| Anderson waspaid Interest asper the Loan Agreement at 6% | 30,000 | 30,000 | |
| Sales of goods and services | |||
| Aquacomm Pty Ltd a company related to Director George Roger | |||
| Commins has been sold Dam Cage Equipment from Murray Cod | |||
| Australia Limited(GST Inclusive) | 7,162 | 20,247 | |
| Aquacomm Pty Ltd a company related to Director George Roger | |||
| Commins has been sold Advanced Fingerlings from Murray Cod | |||
| Australia Limited(GST Inclusive) | 100,275 | 215,277 | |
| Dividend revenue | |||
| Interest revenue |
(c) Amounts outstanding from related parties
Trade and Other Receivables
Unsecured loans are made to the ultimate parent entity, subsidiaries, directors, key management personnel and other related parties on an arm’s length basis. Interest is dependant on the loan agreement, principal and interest repayments are made over the term of the loans.
(d) Amounts payable to related parties
Trade and Other Payables
Unsecured, at call loans are provided by the ultimate parent entity, subsidiaries, directors, key management personnel and other related parties on an arm’s length basis. Interest is dependant on the loan agreement.
| Consolidated | Group | |
|---|---|---|
| 2019 | 2018 | |
| $ | $ | |
| Loans from Other Key Management Personnel | ||
| Related Entities | ||
| Beginning of the year | 549,092 | 519,092 |
| Loans advanced | ||
| Loan repayment received | ||
| Interest charged | 30,000 | 30,000 |
| Interest received | ||
| End of the year | 579,092 | 549,092 |
Note 27 Financial Risk Management
The Group’s financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable, bills, leases, preference shares and derivatives.
The totals for each category of financial instruments, measured in accordance with AASB 139: Financial Instruments: Recognition and Measurement as detailed in the accounting policies to these financial statements, are as follows:
| Consolidated Group | Consolidated Group | ||
|---|---|---|---|
| Note | 2019 $ |
2018 $ |
|
| Financial Assets | |||
| Financial assets at amortised cost | |||
| ● Cash and cash equivalents |
9 | 3,010,181 | 2,076,942 |
| ● Trade and other receivables |
10 | 366,132 | 472,795 |
| ● Investments in unlisted shares |
12 | 59 | - |
| Total Financial Assets | 3,376,372 | 2,549,737 | |
| Financial Liabilities | |||
| Financial liabilities at amortised cost | |||
| ● Trade and otherpayables |
17 | 1,071,303 | 1,307,939 |
| ● Borrowings |
18 | 1,330,916 | 310,568 |
| Total Financial Liabilities | 2,402,219 | 1,618,507 |
Financial Risk Management Policies
The Board of Directors monitors the Group’s financial risk management policies and exposures and approves financial transactions. It also reviews the effectiveness of internal controls relating to commodity risk, counterparty credit risk, foreign currency risk, liquidity risk and interest rate risk. The Board of Directors meet at least on a bi-monthly basis.
The overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, while minimising potential adverse
effects on financial performance. Its functions include the review of the use of hedging derivative instruments, credit risk policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk, foreign currency risk and other price risk (commodity and equity price risk). There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from the previous period.
- a. Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations
that could lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such as the utilisation of systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counterparties), ensuring to the extent possible that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Depending on the division within the Group, credit terms are generally 7 to 30 days from the invoice date.
Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating or in entities that the board has otherwise assessed as being financially sound. Where the Group is unable to ascertain a satisfactory credit risk profile in relation to a customer or counterparty, the risk may be further managed through title retention clauses over goods or obtaining security by way of personal or commercial guarantees over assets of sufficient value which can be claimed against in the event of any default. Significant increase in credit risk for financial instruments
The Company evaluates and compares the risk of a default on a financial instrument at the reporting date with the risk of a default on the financial instrument at the date of initial recognition. To support the evaluation process, the Company takes into consideration both quantitative and qualitative information that is reasonable and justifiable, including past experience and prospective information that is publicly available. Prospective information taken into consideration includes the future volatility of the industries in which the Company’s debtors are in, obtained from industry expert reports, financial news report, governmental bodies, as well as taking into consideration multiple external sources of current and future economic information that Company’s core operations can relate to.
Credit Risk Exposures
The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period, excluding the value of any collateral or other security held is equivalent to the carrying amount (net of any provisions) as presented in the statement of financial position. Credit risk also arises through the provision of financial guarantees, as approved at Board level, given to parties securing the liabilities of certain subsidiaries.
There is no Collateral held by the Group securing receivables.
The Group has no significant concentration of credit risk with any single counterparty or group of counterparties. However, on a
geographic basis, the Group has significant credit risk exposures to Australia given the substantial operations in Australia. The group also has some credit risk exposures to Japan, USA, Singapore and Hong Kong as Murray Cod Australia Ltd is exporting to these countries. Details with respect to credit risk of Trade and Other Receivables is provided in Note 10.
Trade and other receivables that are neither past due or impaired are considered to be of high credit quality. Aggregates of such amounts are as detailed at Note 10.
Credit risk related to balances with banks and other financial institutions is managed by the Board in accordance with approved board policy. Such policy requires that surplus funds are only invested with counterparties with a Standard and Poor’s rating of at least AA. The following table provides information regarding the credit risk relating to cash and money market securities based on Standard and Poor’s counterparty credit ratings.
| Consolidated | Group | |||
|---|---|---|---|---|
| Note | 2019 | 2018 | ||
| $ | $ | |||
| Cash and cash equivalents: | ||||
| ● | AA Rated | 3,010,181 | 2,076,942 | |
| ● | A Rated | - | - | |
| 9 | 3,010,181 | 2,076,942 |
b. Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms: ● preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities;
-
using derivatives that are only traded in highly liquid markets;
-
monitoring undrawn credit facilities;
-
obtaining funding from a variety of sources;
-
maintaining a reputable credit profile;
-
managing credit risk related to financial assets;
-
only investing surplus cash with major financial institutions; and
-
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
The group’s policy is to ensure no more than 25% of borrowings should mature in any 12 month period.
The table below reflects an undiscounted contractual maturity analysis for financial assets and financial liabilities. Financial guarantee liabilities are treated as payable on demand since the Group has no control over the timing of any potential settlement of the liabilities.
Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflect the earliest contractual settlement dates and do not reflect management’s expectations that banking facilities will be rolled forward.
Financial liability and financial asset maturity analysis
| Within | Within | 1 Year | 1 to 5 years | 1 to 5 years | 1 to 5 years | Over 5 years | Over 5 years | Over 5 years | Total | Total | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Group | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||
| Financial liabilities due forpayment | |||||||||||||||||
| Bank overdrafts and loans | - | - | - | - | - | - | - | - | |||||||||
| Bills of exchange andpromissorynotes | - | - | - | - | - | - | - | - | |||||||||
| Debentures | - | - | - | - | - | - | - | - | |||||||||
| Redeemablepreference shares | - | - | - | - | - | - | - | - | |||||||||
| Convertiblepreference shares | - | - | - | - | - | - | - | - | |||||||||
| Trade and otherpayables | 518,073 | 760,666 | - | - | - | - | 518,073 | 760,666 | |||||||||
| Contract liabilities | - | - | - | - | - | - | - | - | |||||||||
| Refund liability | - | - | - | - | - | - | - | - | |||||||||
| Amountspayable to relatedparties | 579,092 | - | - | 549,092 | - | - | 579,092 | 549,092 | |||||||||
| Finance lease liabilities | 210,610 | 65,193 | 1,094,444 | 243,556 | - | - | 1,305,054 | 308,749 | |||||||||
| Financialguarantees | - | - | - | - | - | - | - | - | |||||||||
| Total expected outfows | 1,307,775 | 825,859 | 1,094,444 | 792,648 | - | - | 2,402,219 | 1,618,507 | |||||||||
| Within | 1 Year | 1 to 5 | years | Over 5 | years | Total | |||||||||||
| Consolidated Group | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||
| Financial Assets - cash fows realisable |
|||||||||||||||||
| Cash and cash equivalents | 3,010,181 | 2,076,942 | - | - | - | - | 3,010,181 | 2,076,942 | |||||||||
| Trade, term and loans receivables, | |||||||||||||||||
| contract assets, contract costs and | |||||||||||||||||
| right of returngoods asset | 366,132 | 472,795 | - | - | - | - | 366,132 | 472,795 | |||||||||
| Contract assets | - | - | - | - | - | - | - | - | |||||||||
| Contract costs | - | - | - | - | - | - | - | - | |||||||||
| Right to returned assets | - | - | - | - | - | - | - | - | |||||||||
| Held-for-tradinginvestments | - | - | - | - | - | - | - | - | |||||||||
| Investments: fnancial assets at amortised cost |
- | - | - | - | - | - | - | - | |||||||||
| Other investments | - | - | - | - | - | - | - | - | |||||||||
| Total anticipated infows Net (outfow) / infow on fnancial instruments |
3,376,313 2,068,538 |
2,549,737 1,723,878 |
- (1,094,444) |
- (792,648) |
- - |
- - |
3,376,313 974,094 |
2,549,737 931,230 |
Certain financial assets have been pledged as security for debt and their realisation into cash may be restricted subject to terms and conditions attached to the relevant debt contracts. Refer to Note 18(c) for further details.
c. Market Risk
i. Interest rate risk
- Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The Group is also exposed to earnings volatility on floating rate instruments.
The financial instruments that primarily expose the Group to interest rate risk are borrowings, foreign exchange forward contracts, interest rate swaps, government and fixed interest securities, and cash and cash equivalents.
Interest Rate Swaps
The consolidated group did not hold any interest rate swap contracts during the 2019 or 2018 Financial Year.
The net effective variable interest rate borrowings (i.e. unhedged debt) expose the group to interest rate risk which will impact future cash flows and interest charges and is indicated by the following floating interest rate financial liabilities:
| Consolidated | Group | ||
|---|---|---|---|
| Floating rate instruments | Note | 2019 $ |
2018 $ |
| Bank overdrafts and credit card facilities | - | - | |
| - | - |
ii. Foreign currency risk
- Exposure to foreign currency risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group.
Current sales to export markets in Japan, USA, Singapore and Hong Kong are currently priced in AUD or aren’t significant enough to justify the cost of hedging our Foreign Currency Risk.
The only purchases involving foreign currency are occasional equipment purchases which aren’t significant enough to justify the cost of hedging our Foreigh Curency Risk.
iii. Other price risk
-
Other price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices largely due to demand and supply factors (other than those arising from interest rate risk or foreign currency risk) for commodities.
-
The Group is exposed to commodity price risk through the operations of its Murray cod production business. The Board constantly monitors commodity prices and aims to minimise significant price risk accordingly.
Sensitivity Analysis
Sensitivity analysis has not been displayed due to the immaterial nature of the interest rate and exchange rate risks on the companies operations.
Fair Values
Fair value estimation
- The fair values of financial assets and financial liabilities are the same amounts as the carrying amounts as presented in the statement of financial position. Refer to Note 28 for detailed disclosures regarding the fair value measurement of the Group’s financial assets and financial liabilities.
The periods in which cash flows related to cash flow hedges are expected to occur are as depicted in the above maturity analysis table. The periods in which the cash flows related to cash flow hedges are expected to affect profit or loss are as follows:
| Within 1 Year | Within 1 Year | 1 to 5 years | 1 to 5 years | Over 5 years | Over 5 years | Flow | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Group | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | ||
| $ | $ | $ | $ | $ | $ | $ | $ | |||
| Interest rate swaps Foreign exchange forward contracts |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
Financial assets pledged as collateral
Note 28 Fair Value Measurements
The Group measures and recognises the following assets and liabilities at fair value on a recurring basis after initial recognition:
-
Biological assets
-
Water Rights and licences
The Group measures some items of freehold land and buildings at fair value on a non-recurring basis.
The Group does not subsequently measure any liabilities at fair value on a non-recurring basis.
- (i) On the 17th of January 2017 settlement occurred for the purchase of Farm 1444D Bilbul Road, Bilbul and 563 Pinehope Road, Grong Grong. These farming properties have not been revalued as at 30th June 2019 as the Directors believe the market value at 30 June 2019 would not have moved since 17th January 2017.
All land and buildings were acquired at the time of the business acquisitions from Silverwater and Riverina Acquaculture. At the time of acquisition the land and buildings were valued by an independent valuer. The land and buildings are recorded at the deemed cost as this is the cost of purchase at time of acquistion. Directors have determined not to revalue Land and Buildings at the reporting date as the deemed cost was the market value at purchase. The acquistion date is less than 3 years prior to the reporting date and the directors believe the value has not increased since that date.
(a) Fair value hierarchy
AASB 13: Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows:
Level 1 Level 2 Level 3 Measurements based on quoted prices Measurements based on inputs other than Measurements based on unobservable (unadjusted) in active markets for identical quoted prices included in Level 1 that are inputs for the asset or liability. assets or liabilities that the entity can access observable for the asset or liability, either at the measurement date. directly or indirectly.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.
Valuation techniques
The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of the following valuation approaches:
-
Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities.
-
Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value.
-
Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity.
Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data are not available and therefore are developed using the best information available about such assumptions are considered unobservable.
The following tables provide the fair values of the Group’s assets and liabilities measured and recognised on a recurring basis after initial recognition and their categorisation within the fair value hierarchy.
| 30 June 2019 | 30 June 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | Level | 1 | Level | 2 | Level | 3 | Total | ||
| $ | $ | $ | $ | ||||||
| Recurringfair value measurements | |||||||||
| Inventory | |||||||||
| Inventoryat fair value throughproft or loss | |||||||||
| ● Biological Assets - current |
11 | - | - | 7,188,516 | 7,188,516 | ||||
| Total Inventory assets recognised at fair value on a recurring basis |
- | - | 7,188,516 | 7,188,516 | |||||
| Non-fnancial assets | |||||||||
| Water Rights and Licences | 15 | 1,255,700 | - | - | 1,255,700 | ||||
| Total non-fnancial assets recognised at fair value on recurring basis Non-recurring fair value measurements Land and Buildings Total non-fnancial assets recognised at fair value on non-recurring basis Total non-fnancial assets recognised at fair value |
14 | 1,255,700 - - 1,255,700 |
- 1,654,332 1,654,332 1,654,332 |
- - - - |
1,255,700 1,654,332 1,654,332 2,910,032 |
believe the value has not increased since that date. |
||||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2018 | ||||||||
| Note | Level | 1 | Level | 2 | Level | 3 | Total | |
| $ | $ | $ | $ | |||||
| Recurringfair value measurements | ||||||||
| Inventory | ||||||||
| Inventoryat fair value throughproft or loss | ||||||||
| ● Biological Assets - current |
11 | 4,277,838 | 4,277,838 | |||||
| Total fnancial assets recognised at fair value | - | - | 4,277,838 | 4,277,838 | ||||
| Non-fnancial assets | ||||||||
| Water Rights and Licences | 15 | 897,050 | 897,050 | |||||
| Total non-fnancial assets recognised at fair value on recurring basis |
897,050 | - | - | 897,050 | ||||
| Non-recurring fair value measurements | ||||||||
| Land and Buildings | 14 | 1,654,332 | 1,654,332 | |||||
| Total non-fnancial assets recognised at fair value on non-recurring basis |
- | 1,654,332 | - | 1,654,332 | ||||
| Total non-fnancial assets recognised at fair value | 897,050 | 1,654,332 | - | 2,551,382 |
- (i) On the 17th of January 2017 settlement occurred for the purchase of Farm 1444D Bilbul Road, Bilbul and 563 Pinehope Road, Grong Grong. These farming properties have not been revalued as at 30th June 2019 as the Directors believe the market value at 30 June 2019 would not have moved since 17th January 2017.
All land and buildings were acquired at the time of the business acquisitions from Silverwater and Riverina Acquaculture. At the time of acquisition the land and buildings were valued by an independent valuer. The land and buildings are recorded at the deemed cost as this is the cost of purchase at time of acquistion. Directors have determined not to revalue land and buildings at the reporting date as the deemed cost was the market value at purchase. The acquistion date is less than 3 years prior to the reporting date and the directors believe the value has not increased since that date.
- (b) Valuation techniques and inputs used to measure Level 2 fair values
| Fair value ($) | |||
|---|---|---|---|
| Description | at 30 June 2019 | Valuation technique(s) | Inputs used |
| Non-fnancial assets | |||
| Land and Buildings (i) | 1,654,332 | Market approach using recent observable market | Price per hectare; market |
| data for similar properties; income approach using discounted cash fow methodology |
borrowing rate | ||
| 1,654,332 |
- (i) The fair value of freehold land and buildings is determined at least every three years based on valuations by an independent valuer. At the end of each intervening period, the directors review the independent valuation and, when appropriate, update the fair value measurement to reflect current market conditions using a range of valuation techniques, including recent observable market data and discounted cash flow methodologies.
There were no changes during the period in the valuation techniques used by the Group to determine Level 2 fair values.
- (c) Valuation techniques and unobservable inputs used to measure Level 3 fair values
Valuation processes
The biological assets of the Company are considered Level 3 and are valued internally by the Company as there is no observable market for them. The value is based on the estimated exit price per kilogram and the value changes for the average weight of each fish as it progresses through the growth and transformation cycle. The average weight of the fish is sample measured periodically, and the value is determined by applying the average weight to the estimated price based on staged weight values (100 gram stages). The lifecycle of the fish is approximately 2 years to minimum initial harvest size. The value per fish is based on this weight estimate, multiplied by the expected market price at the relevant point of transformation. Significant changes in any of the significant unobservable inputs in isolation would result in significant changes in fair value measurement.
The net increment/(decrement) in the fair value of Murray cod is recognised as income/(expense) in the reporting period. There has been no change in the fair value per unit of Murray cod fish from 30 June 2018 to 30 June 2019.
Directors’ Declaration
Note 29 Reserves
a. Asset Revaluation Reserve
The reserve is used to recognise increments and decrements in the fair value of land and buildings, and water rights and licences.
- b. Options Reserve
The option reserve records items recognised as expenses on valuation of employee share options.
c. Performance Rights Reserve
The performance rights reserve records items recognised as expenses on valuation of employee performance rights.
| Consolidated | Group | ||
|---|---|---|---|
| Note | 2019 | 2018 | |
| $ | $ | ||
| Asset Revaluation Reserve | |||
| Revaluation of Water rights and licences | 28 | 358,650 | 210,600 |
| Movement in Asset Revaluation Reserve | 358,650 | 210,600 | |
| Options Reserve | |||
| Options issued during the year | 213,899 | 17,260 | |
| Options exercised during the year | - 23,133 | - | |
| Options vested during the year | 1,474,755 | - | |
| Movement in Options Reserve | 1,665,521 | 17,260 | |
| Performance Rights Reserve | |||
| Valuation of Performance Rights Issued | |||
| Performance Rights Vested during the year | 250,000 | - | |
| Movement in performance rights reserve | 250,000 | - |
In accordance with a resolution of the directors of Murray Cod Australia Limited, the directors of the company declare that:
-
the financial statements and notes, as set out on pages 11 to 61, are in accordance with the Corporations Act 2001 and:
-
(a) comply with Australian Accounting Standards applicable to the entity, which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards; and
-
(b) give a true and fair view of the financial position as at 30 June 2019 and of the performance for the year ended on that date of the consolidated group;
-
in the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and
-
the directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer.
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Director Ross James Anderson Dated this 30th day of September 2019
Note 30 Company Details
The registered office of the company is: Murray Cod Australia Limited Level 1 153 Yambil Street GRIFFITH NSW 2680
The principal places of business are: Murray Cod Australia Limited “Silverwater” 563 Pinehope Road, GRONG GRONG NSW 2652 Farm 1444d, Bilbul Road, BILBUL NSW 2680 Farm 1444c, Burley Griffin Way, BILBUL NSW 2680 “Carawatha” Irrigation Way WIDGELLI NSW 2680 1/15A Lenehan Road, GRIFFITH NSW 2680
Independent Auditor’s Report
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Additional Information For Listed Public Companies
The following information is current as at 20th September 2019:
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1. Shareholding
| 1. | Shareholding | |||
|---|---|---|---|---|
| a. | Distribution of Shareholders | Number | ||
| Category (size of holding) | No. of Holders | No. of Units | ||
| 1 – 1,000 | 69 | 4,450 | ||
| 1,001 – 5,000 | 134 | 491,052 | ||
| 5,001 – 10,000 | 161 | 1,276,804 | ||
| 10,001 – 100,000 | 670 | 29,859,487 | ||
| 100,001 – and over | 355 | 424,704,622 | ||
| 1,389 | 456,336,415 |
b. The number of shareholdings held in less than marketable parcels is 98.
- c. The names of the substantial shareholders listed in the holding company’s register are:
| Number | |||
|---|---|---|---|
| Shareholder | Ordinary | Preference | |
| Entities controlled byMathew Ryan | 88,571,429 | - | |
| JP Morgan Nominees Australia Ltd | 53,172,138 | - | |
| Entities controlled byGeorge Roger Commins | 27,687,157 | - |
d. Voting Rights
The voting rights attached to each class of equity security are as follows:
Ordinary shares:
- Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.
Redeemable and convertible preference shares:
- There are no redeemable or convertible preference shares on issue.
e. 20 Largest Shareholders - Ordinary Shares
| e. 20 Largest Shareholders - Ordinary Shares | e. 20 Largest Shareholders - Ordinary Shares | ||
|---|---|---|---|
| Name | Number of OrdinaryFullyPaid Shares Held | % Held of Issued OrdinaryCapital | |
| 1. | M & B Ryan PtyLtd | 78,571,429 | 17.22 |
| 2. | JP Morgan Nominees Australia PtyLimited | 53,172,138 | 11.65 |
| 3. | Brigalow Enterprises PtyLtd | 27,142,857 | 5.95 |
| 4. | Anderson’s Investment Services PtyLtd | 12,596,774 | 2.76 |
| 5. | Albins PtyLtd | 10,000,000 | 2.19 |
| 6. | Mathew John Ryan | 10,000,000 | 2.19 |
| 7. | Timothy Mitchell Commins, | 9,096,774 | 1.99 |
| George Roger Commins & KerryJean Forbes | |||
| 8. | SCMG PtyLtd | 9,000,000 | 1.97 |
| 9. | The Esplanade Superannuation PtyLtd | 9,000,000 | 1.97 |
| 10. | LarryMichael Walsh | 8,969,236 | 1.97 |
| 11. | Southern Cotton PtyLtd | 8,612,903 | 1.89 |
| 12. | Cameron Ray Townsend & Therese Margaret | 8,200,000 | 1.80 |
| Townsend | |||
| 13. | Timothy Mitchell Commins & | 8,000,000 | 1.75 |
| Jason Joseph Mimmo | |||
| 14. Brondlax PtyLtd 15. Dnomyar PtyLtd 16. AS & JJ Anderson PtyLtd 17. Lubbert Bultman & Benjamin Luke Bultman 18. Kaitlin Commins 19. Grenfell PtyLtd 20. Alexander John Anderson & Janice Marie Houge Total Top 20 Holdings |
7,331,880 5,000,000 4,757,440 4,350,000 4,000,000 4,000,000 3,294,500 285,095,931 |
1.61 1.10 1.04 0.95 0.88 0.88 0.72 62.48 |
|
| Total Remaining Holders | 171,240,484 | 37.52 | |
| Total Holders Balance | 456,336,415 | 100.00 |
-
The names of the company secretaries are Brett Tucker and Wendy Dillon.
-
The address of the principal registered office in Australia is Level 1, 153 Yambil Street, GRIFFITH NSW 2680. Telephone 02 69 625470.
-
Registers of securities are held at the following addresses:
-
110 Stirling Highway
-
NEDLANDS WA 6009
-
Stock Exchange Listing
-
Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Securities Exchange Limited.
-
Unquoted Securities
-
Options over Unissued Shares
-
A total of 92,683,333 Options are on issue.
7. Other Disclosures
There are 15,000,000 performance rights on issue. The terms of these shares are disclosed in Note 1b of the Remuneration Report.
During the Financial Year the Company has used its cash in accordance with its stated business objectives.
The innovative way that Aquna has created a luxury fish product by combining natural processes evolved over millions of years with cutting edge technology has resulted in a fantastic quality freshwater fish. Heston Blumenthal
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Life tastes better our way