v3.24.2.u1
Discontinued operation
6 Months Ended 12 Months Ended
Dec. 31, 2023
Jun. 30, 2023
Notes and other explanatory information [abstract]    
Discontinued operation

19. Discontinued operation

 

On July 1, 2022, the ex-solar operations of J.A. Martin (formerly J.A. Martin Electrical Pty Limited) were sold to ARA Electrical Engineering Services Pty Limited for a $6.75 million consideration. The $0.8 million loss recorded in the prior period comprises the transaction consideration less $7.5 million carrying value of net assets disposed of. 

 

22. Discontinued operation

 

On July 1, 2022, the ex-solar operations of Kenshaw Solar Pty Ltd were sold to ARA. As the intention to sell and process to locate a buyer for the business was initiated prior to June 30, 2022, but the sale only became definitive on July 1, 2022, the results of the non-solar segment business of Aevitas Solar and adjustments to anticipated net realisable value of disposal assets and liabilities held for sale, were reported in discontinued operations in the year ended June 30, 2022. The associated assets and liabilities of the discontinued operation were presented as held for sale within current assets (see Note 21) and current liabilities as at June 30, 2022. Loss on disposal, including finalisation of sale price, including working capital adjustments on completion, and finalisation of the deferred consideration, are recorded in discontinued operations in the year ended June 30, 2023.

 

Financial information relating to the discontinued operation for the period to the date of disposal is set out below:

 

Financial performance and cash flow information

 

 

The financial performance and cash flow information presented are for the years ended June 30, 2023, 2022 and 2021:

 

 

(US dollars in thousands)  2023   2022   2021 
   Year Ended June 30 
(US dollars in thousands)  2023   2022   2021 
Revenues   -    15,168    16,436 
Other income   -    324    552 
Loss on disposal of business   (4,207)   -    - 
Expenses   -    (16,266)   (16,895)
(Loss)/profit before income tax   (4,207)   (774)   92 
Income tax expense   -    149    (23)
(Loss)/gain from discontinued operations   (4,207)   (625)   69 
                
Net cash (outflow)/inflow from operating activities   (4,207)   (625)   69 
Net cash inflow/(outflow) from investing activities   -    -    - 
Net cash inflow/(outflow) from financing activities   -    -    - 
Net (decrease)/increase in cash generated by subsidiary   (4,207)   (625)   69 

 

Assets and liabilities of disposal group as held for sale

 

The following assets and liabilities were reclassified as held for sale in relation to the discontinued operations as at June 30, 2022 and subsequently disposed of in the year ended June 30, 2023:

 

 

(US dollars in thousands)  2023   2022 
   Year Ended June 30 
(US dollars in thousands)  2023   2022 
Assets classified as held for sale          
Trade and other receivables   -    239 
Property, plant and equipment   -    629 
Goodwill   -    5,289 
Intangible assets   -    2,056 
Total assets of disposal group classified as held for sale   -    8,214 
           
Liabilities directly associated with assets classified as held for sale          
Trade and other payables   -    91 
Provisions - current   -    1,126 
Lease liabilities - current   -    157 
Provisions - non-current   -    74 
Lease liabilities - non-current   -    49 
Total liabilities of disposal group classified as held for sale   -    1,497 

 

 

   USD 000   AUD 000 
Consideration received or receivable          
Cash   2,874    4,336 
Fair value of contingent consideration   624    941 
Less costs to sell   (362)   (525)
Total disposal consideration   3,136    4,752 
Estimated carrying amount of net assets sold   6,989    10,143 
Loss on sale   (3,854)   (5,391)

 

Disposal consideration comprised cash purchase price including completion working capital adjustments of $2.9 million (A$4.3 million). Initial estimate of fair value of deferred contingent consideration of $4.5 million, as recorded in July 2022, payable 12 months after completion, applied a contracted 4.5x multiple to year 1 forecast EBITDA of AUD$2.7 million, discounted at 10% to net present value, less purchase price paid. The final deferred consideration of $0.6 million (A$ 0.9 million) was received in August 2023. Costs to sell comprised advisory fees of $0.4 million (A$0.5 million). Net book value of net assets sold was $7.0 million (A$10.1 million), resulting in a loss on disposal of $3.9 million (A$5.4 million).

 

Reconciliation of adjusted loss on sale  USD 000   AUD 000 
Gain on sale - as estimated at June 30, 2022   34    50 
Cash consideration adjustment   378    529 
Fair value of contingent consideration adjustment   (3,965)   (5,548)
Cost to sell adjustment   (18)   (25)
Carrying amount of net assets sold adjustment   (283)   (397)
Loss on sale   (3,854)   (5,391)