Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ASSET VISION CO LTD Interim / Quarterly Report 2021

Feb 24, 2021

64438_rns_2021-02-24_df1a03c7-1cd0-4ef8-b67c-2441cc25e678.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

Level 11, 410 Collins Street Melbourne, Victoria Australia, 3000

www.futurefirsttech.io

==> picture [127 x 78] intentionally omitted <==

+61 3 9682 2699

25 February 2021

ASX ANNOUNCEMENT

HALF YEAR 2021 RESULTS ANNOUNCEMENT

The future is bright

Future First Technologies Ltd (ASX: FFT) (FFT or the Company) is pleased to announce its half year results to 31 December 2020.

Highlights for the period include:

  • completion of the sale of the Melbourne Consulting Business for a cash consideration of $23m;

  • acquisition of Asset Vision, our cloud and mobile driven Enterprise Asset Management Platform, enabling the collaboration between infrastructure owners, operators and contractors;

  • restructure of the Board to align with strategic direction and objectives;

  • appointment of key operational executives to drive growth;

  • completion of a selective share buy-back;

  • record growth in key metrics on the farmbuy.com platform.

Subsequent to the period ending, the Company announced a follow-on investment in financial technology company, 1derful.

The half-year financial results are dominated by businesses that have now been divested by the Company as part of the stated go-forward strategy of driving shareholder value through the ownership, development, and commercialisation of platform technologies in growth markets.

The completion of the sale of the Melbourne Consulting Business brought to an end the transformation program that resulted in the Company returning value to its shareholders through the in-specie distribution of Tesserent Limited (ASX:TNT) shares and the selective share buy-back that was completed in November 2020.

At 31 December 2020, FFT had $9.3m is cash reserves with no carried forward liabilities from the assets divested. The current cash reserves means the Company is well-funded, underpinning the strategic direction and future financial performance.

The company is currently pursuing a number of organic and acquisitive growth opportunities and looks forward to providing a more detailed update as these initiatives unfold.

This announcement has been authorised for release by FFT’s Board of Directors.

END

https://farmbuy.com/ https://assetvision.com.au/ https://www.1derful.com.au/

Future First Technologies Ltd Appendix 4D Half-year report

1. Company details

Name of entity: ABN: Reporting period: Previous period:

Future First Technologies Ltd 50 164 718 361 For the half-year ended 31 December 2020 For the half-year ended 31 December 2019

2. Results for announcement to the market

$
Revenues from ordinary activities down 56.4% to 17,573,946
Revenues from continuing operations up 100.0% to 246,468
Loss from continuing operations after tax attributable to the members of
Future First Technologies Ltd up 33.7% to (5,625,146)
Loss from ordinary activities after tax attributable to the members of Future
First Technologies Ltd up 97.7% to (11,186,387)
Loss for the half-year attributable to the members of Future First Technologies
Ltd up 97.7% to (11,186,387)

Dividends

There were no dividends paid, recommended or declared during the current financial period.

Comments

The loss for the Group after providing for income tax attributable to continuing operations amounted to $5,625,146 (31 December 2019: loss $4,208,042).

3. Net tangible assets

Net tangible assets per ordinary security
Reporting
period
Cents
1.54
Previous
period
Cents
0.78
4. Control gained over entities

Name of entities (or group of entities)
Asset Vision Pty Ltd

Date control gained
2 November 2020

Contribution of such entities to the reporting entity's profit/(loss) from ordinary activities before income tax during
the period (where material)
Profit/(loss) from ordinary activities before income tax of the controlled entity (or group of entities) for the whole of
the previous period (where material)
$
(25,375)
-

Future First Technologies Ltd Appendix 4D Half-year report

5. Loss of control over entities

The People segment comprising Artisan Pty Ltd, Bexton IT Services Pty Ltd, Coroma Consulting Pty Ltd, Sacon Group Pty Ltd, Seisma Pty Ltd and Systems Name of entities (or group of entities) and People Pty Ltd. Date control lost 30 October 2020

$

Contribution of such entities to the reporting entity's profit/(loss) from ordinary activities before income tax during the period (where material) 1,896,359 Profit/(loss) from ordinary activities before income tax of the controlled entity (or group of entities) whilst controlled during the whole of the previous period (where material) 2,827,629

6. Dividends

Current period

There were no dividends paid, recommended or declared during the current financial period.

Previous period

There were no dividends paid, recommended or declared during the previous financial period.

7. Dividend reinvestment plans

Not applicable.

8. Audit qualification or review

Details of audit/review dispute or qualification (if any):

The financial statements were subject to a review by the auditors and the review report is attached as part of the Half Year Report.

9. Attachments

Details of attachments (if any):

The Half Year Report of Future First Technologies Ltd for the half-year ended 31 December 2020 is attached.

==> picture [91 x 54] intentionally omitted <==

10. Signed

Signed _________

Date: 24 February 2021

Keith Falconer Managing Director

Future First Technologies Ltd

ABN 50 164 718 361

Half Year Report - 31 December 2020

Future First Technologies Ltd Directors' report 31 December 2020

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Future First Technologies Ltd (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2020.

Directors

The names of the directors in office at any time during or since the end of the half year are:

Non-Executive Directors

Executive Directors

Renata Sguario (appointed 2 September 2019, appointed Robert Hogeland (appointed 16 August 2019, resigned 26 October Chairperson from 28 November 2019) 2020) Nicole Ferro (appointed 31 January 2020) Keith Falconer (appointed 2 November 2020) Nicholas Chan (appointed 6 August 2020)

Principal activities

During the financial half-year the principal continuing activities of the Group consisted of:

● Investment in and commercialisation of digital platforms in growth markets.

Dividends

There were no dividends paid, recommended or declared during the current or previous financial half-year.

Review of operations

The loss for the Group after providing for income tax amounted to $11,186,387 (31 December 2019: $5,658,780).

Please refer to the accompanying commentary.

Significant changes in the state of affairs

On the 30 October 2020, the Group announced that it had successfully divested the People business to LVP Technology Services Pty Ltd for a gross cash consideration of $23 million. As a result of the sale transaction, the financial results of the business that has been divested and associated Group reclassification and consolidation impacts are treated as discontinued operations from a financial reporting perspective.

On the 20 October 2020, the Group announced that it had executed a Business Sale and Purchase Deed ('BSPD') to acquire a 100% interest in Asset Vision. The Asset Vision platform provides a unified approach to asset inspections, maintenance and operations management in the global Enterprise Asset Management software market.

The transaction completed on the 2 November 2020. The total consideration payable under the BSPD is: - $4.65 million cash on completion

  • 24 million fully paid ordinary shares in Future First Technologies Ltd on completion

  • $4 million in a combination of cash and shares on the 12-month anniversary from completion

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the directors

==> picture [91 x 54] intentionally omitted <==

_________ Keith Falconer Managing Director

24 February 2021

1

AUDITOR’S INDEPENDENCE DECLARATION UNDER S 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF FUTURE FIRST TECHNOLOGIES LIMITED

I declare that, to the best of my knowledge and belief, during the year ended 31 December 2020, there have been:

  • i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

  • ii. no contraventions of any applicable code of professional conduct in relation to the audit.

==> picture [109 x 59] intentionally omitted <==

MOORE AUSTRALIA AUDIT (VIC) ABN 16 847 721 257

==> picture [96 x 64] intentionally omitted <==

GEORGE S. DAKIS Partner Audit and Assurance

Melbourne, Victoria

24 February 2021

Future First Technologies Ltd Contents 31 December 2020

Consolidated statement of profit or loss and other comprehensive income 4
Consolidated statement of financial position 5
Consolidated statement of changes in equity 6
Consolidated statement of cash flows 7
Notes to the consolidated financial statements 8
Directors' declaration 21
Independent auditor's report to the members of Future First Technologies Ltd 22

General information

The financial statements cover Future First Technologies Ltd as a Group consisting of Future First Technologies Ltd and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is Future First Technologies Ltd's functional and presentation currency.

Future First Technologies Ltd is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 11, 410 Collins Street, Melbourne VIC 3000

A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 24 February 2021.

3

Future First Technologies Ltd Consolidated statement of profit or loss and other comprehensive income For the half-year ended 31 December 2020

Note
Revenue from continuing operations
3

Other income
4

Expenses
Third party materials and labour
Acquisition expenses
Employee benefits expense
Depreciation and amortisation expense
Net fair value loss on investments
Other expenses
Finance costs

Loss before income tax expense from continuing operations

Income tax expense

Loss after income tax expense from continuing operations
Loss after income tax benefit from discontinued operations
5

Loss after income tax (expense)/benefit for the half-year attributable to the members of
Future First Technologies Ltd

Other comprehensive income for the half-year, net of tax
Total comprehensive income for the half-year attributable to the members of Future First
Technologies Ltd

Total comprehensive income for the half-year is attributable to:
Continuing operations
Discontinued operations

Earnings per share for loss from continuing operations attributable to the members of
Future First Technologies Ltd
Basic earnings per share
Diluted earnings per share
Earnings per share for loss attributable to the members of Future First Technologies Ltd
Basic earnings per share
Diluted earnings per share
Consolidated
31 Dec 2020
31 Dec 2019
$
$
246,468
-
794,977
1,127
(10,920)
-
(2,924,958)
(13,320)
(1,408,584)
(716,774)
(518,358)
(124,600)
-
(1,000,000)
(1,086,207)
(1,492,000)
(205,689)
(747,493)
(5,113,271)
(4,093,060)
(511,875)
(114,982)
(5,625,146)
(4,208,042)
(5,561,241)
(1,450,738)
(11,186,387)
(5,658,780)
-
-
(11,186,387)
(5,658,780)
(5,625,146)
(4,208,042)
(5,561,241)
(1,450,738)
(11,186,387)
(5,658,780)
Cents
Cents*
(1.22)
(1.65)
(1.22)
(1.65)
(2.42)
(2.22)
(2.42)
(2.22)
(5,113,271)
(511,875)
(5,625,146)
(5,561,241)
(11,186,387)
-
(11,186,387)
(5,625,146)
(5,561,241)
(11,186,387)
Cents
(1.22)
(1.22)
(2.42)
(2.42)

*The 31 December 2019 have been restated to remove discontinued operations - refer note 5

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the

accompanying notes

4

Future First Technologies Ltd Consolidated statement of financial position As at 31 December 2020

Note
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
6
Income tax receivable
Other
Total current assets
Non-current assets
Investments
7
Property, plant and equipment
8
Right-of-use assets
Intangibles
9
Deferred tax
Total non-current assets
Total assets

Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Income tax payable
Employee benefits
Deferred consideration
11
Other
Total current liabilities
Non-current liabilities
Lease liabilities
Deferred tax
Employee benefits
Deferred consideration
12
Other
Total non-current liabilities
Total liabilities

Net assets

Equity
Issued capital
14
Reserves
Accumulated losses
Total equity
Consolidated
31 Dec 2020
30 Jun 2020
$
$
9,323,541
1,477,504
243,328
7,091,955
-
359,062
141,410
2,169,996
Consolidated
31 Dec 2020
30 Jun 2020
$
$
9,323,541
1,477,504
243,328
7,091,955
-
359,062
141,410
2,169,996
9,708,279
11,098,517
1,250,000
139,409
818,216
14,301,517
35,590

-

239,700

1,087,999

32,998,048

-
16,544,732
34,325,747
26,253,011
45,424,264
446,500
455,178
60,263
144,104
3,825,833
179,727

2,264,983

529,483

-

189,332

524,167

4,091,664
5,111,605
7,599,629
409,950
237,544
25,901
-
36,939

421,965

67,038

60,867

144,790

66,193
710,334
760,853
5,821,939
8,360,482
20,431,072
37,063,782
85,025,274
1,500,000
(66,094,202)

90,354,877

1,500,760
(54,791,855)
20,431,072
37,063,782

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

5

Future First Technologies Ltd Consolidated statement of changes in equity For the half-year ended 31 December 2020

Consolidated
Balance at 1 July 2019
Loss after income tax expense for the half-year
Other comprehensive income for the half-year, net of tax
Total comprehensive income for the half-year
Transactions with members in their capacity as members:
Contributions of equity, net of transaction costs
Share-based payments
Employee share options/Performance rights reserve
Transfer of expired share options to retained earnings
Balance at 31 December 2019

Consolidated
Balance at 1 July 2020
Adjustment for leases
Balance at 1 July 2020 - restated
Loss after income tax expense for the half-year
Other comprehensive income for the half-year, net of tax
Total comprehensive income for the half-year
Transactions with members in their capacity as members:
Contributions of equity, net of transaction costs (note 14)
Share-based payments
Selective Share Buy-back
Transfer of expired share options to retained earnings
Balance at 31 December 2020
Issued
capital
$
91,207,294
-
-
Reserves
$
593,769
-
-
Retained
profits
$
(58,357,552)
(5,658,780)
-
Total equity
$
33,443,511
(5,658,780)
-
(5,658,780)
758,475
750,000
(17,184)
-
29,276,022
Total equity
$
37,063,782
(116,720)
36,947,062
(11,186,387)
-
(11,186,387)
1,058,000
998,400
(7,386,003)
-
20,431,072
-
758,475
750,000
-
-
-
-
-
(17,184)
(30,601)
(5,658,780)
-
-

-
30,601
92,715,769 545,984 (63,985,731)
Issued
capital
$
90,354,877
-
Reserves
$
1,500,760
-
Retained
profits
$
(54,791,855)
(116,720)
90,354,877
-
-
1,500,760
-
-
(54,908,575)
(11,186,387)
-
-
1,058,000
998,400
(7,386,003)
-
-
-
-
-
(760)
(11,186,387)
-
-
-
760
85,025,274 1,500,000 (66,094,202)

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes

6

Future First Technologies Ltd Consolidated statement of cash flows For the half-year ended 31 December 2020

Note
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Other revenue
Interest and other finance costs paid
Income taxes refunded/(paid)
Net cash used in operating activities

Cash flows from investing activities
Payment for purchase of business, net of cash acquired
13
Payments for prior period's business acquisition
13
Acquisition Costs
Payments for property, plant and equipment
8
Proceeds from disposal of business
Final proceeds from prior period's business disposal
Proceeds from disposal of property, plant and equipment
Proceeds from release of security deposits
Net cash from investing activities

Cash flows from financing activities
Proceeds from issue of shares
14
Proceeds from borrowings
Payments for share buy-backs
Repayment of borrowings
Net cash used in financing activities

Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial half-year
Cash and cash equivalents at the end of the financial half-year
Consolidated
31 Dec 2020
31 Dec 2019
$
$
21,488,276
49,977,406
(22,694,820)
(53,116,130)
(1,206,544)
(3,138,724)
15,505
2,922
800,000
10,575
(199,812)
(623,433)
(107,634)
577,700
(698,485)
(3,170,960)
(4,650,000)
-
(640,000)
(2,080,607)
(4,467,454)
(14,652)
(10,549)
(86,346)
23,000,000
8,000,000
1,674,222
-
62,366
52,509
34,622
8,854
15,003,207
5,879,758
1,058,000
791,752
-
1,497,476
(7,386,005)
-
(130,680)
(8,500,000)
(6,458,685)
(6,210,772)
7,846,037
(3,501,974)
1,477,504
4,285,600
9,323,541
783,626
(1,206,544)
15,505
800,000
(199,812)
(107,634)
(698,485)
(4,650,000)
(640,000)
(4,467,454)
(10,549)
23,000,000
1,674,222
62,366
34,622
15,003,207
1,058,000
-
(7,386,005)
(130,680)
(6,458,685)
7,846,037
1,477,504
9,323,541

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes

7

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 1. Significant accounting policies

These general purpose financial statements for the interim half-year reporting period ended 31 December 2020 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2020 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Going concern

The consolidated financial statements have been prepared on a going concern basis, which assumes the continuity of normal business activities and the settlement of liabilities in the normal course of business.

During the half-year ended 31 December 2020, the Group incurred a net loss after tax of $11,186,387 (2019: loss of $5,658,780) impacted by the loss on disposal of discontinued operations. As at 31 December 2020, the Group's current assets exceeded current liabilities by $4,596,674.

The impact of the COVID-19 pandemic has resulted in the Group experiencing challenging and uncertain times at the beginning of the reporting period. The situation has now stabilised, and the directors remain confident that the Group will be able to continue as a going concern which assumes it will be able to continue trading and realise assets and discharge liabilities in the ordinary course of business for at least 12 months from the date of the consolidated financial report.

Note 2. Operating segments

Identification of reportable operating segments

The Group's continuing operations are organised into two operating segments: Asset Vision and farmbuy.com. The People segment was divested during the reporting period and is reported as Discontinued Operations in both the current and prior period.

Operating segments are determined by distinguishable components whereby the risk and returns are different from the other segments.

Types of products and services

The principal products and services of each of these operating segments are as follows:

Asset Vision

farmbuy.com

The Asset Vision segment, comprising Asset Vision Pty Ltd, is a proprietary cloud and mobile based platform which provides a unified approach to asset inspections, maintenance and operations management in the global Enterprise Asset Management software market.

The farmbuy.com segment, comprising Respring Pty Ltd, provides digital advertising and marketing services to Australian agriculture and real estate companies.

Intersegment transactions

There were no material transactions between operating segments.

8

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 2. Operating segments (continued)

Intersegment receivables, payables and loans

Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on consolidation.

Revenue Categorised

Revenue is generated by the Group and is categorised into the reportable segments disclosed below. Sales to external customers is recognised when the performance obligations are delivered over time. Once a contract has been entered into, the Group has an enforceable right to payment for work completed to date. Therefore, revenue is recognised over time.

Operating segment information

Consolidated - 31 Dec 2020
Revenue
Sales to external customers
Total revenue
EBITDA
Depreciation and amortisation
Loss on disposal of discontinued operations
Interest revenue
Finance costs
Transaction costs
Loss before income tax expense
Income tax expense
Loss after income tax expense
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities
Asset Vision
$ 213,659
farmbuy.com
$ 12,809
Corporate
$ 20,000
Discontinued
Operations
$ 17,327,478
Total
$ 17,573,946
17,573,946
694,832
(542,992)
(7,457,601)
15,505
(205,689)
(3,178,567)
(10,674,512)
(511,875)
(11,186,387)
26,253,011
26,253,011
5,821,939
5,821,939
213,659 12,809 20,000 17,327,478
(17,140)
(63,698)
-
-
(1,393)
-

(519,337)

(225,559)
-
-

-
-
(689,157)
(229,101)
-
14,977
(204,296)
(3,178,567)

1,920,466

(24,634)
(7,457,601)
528

-
-
(82,231) (744,896) (4,286,144) (5,561,241)
3,394,177 1,549,221 21,309,613 -
462,215 71,883 5,287,841 -

9

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 2. Operating segments (continued)

Consolidated - 31 Dec 2019
Revenue
Sales to external customers
Total revenue
EBITDA
Depreciation and amortisation
Impairment of investments
Loss on disposal of discontinued operations
Interest revenue
Finance costs
Transaction costs
Profit/(loss) before income tax benefit
Income tax benefit
Loss after income tax benefit
Consolidated - 30 Jun 2020
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities

Note 3. Revenue

From continuing operations
Revenue from contracts with customers
Sale of services
Other revenue
Professional fees
Revenue from continuing operations
Asset Vision
$ -
farmbuy.com
$ -
Corporate
$ -
Discontinued
Operations
$ 40,309,614
- - - 40,309,614
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,707,813)
(124,599)
(1,000,000)
(4,344,163)
1,127
(747,493)
(514,468)

2,985,830

(204,516)

-

-
1,796

(10,602)
-
- - (8,437,409) 2,772,508
- 1,523,249 36,941,027 6,959,988
- - 3,005,860 5,354,622
20,000
246,468

10

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 3. Revenue (continued)

Disaggregation of revenue

The disaggregation of revenue from contracts with customers is as follows:

Major product lines
Licensing
Advertising & Fees
Geographical regions
Australia
Timing of revenue recognition
Services transferred over time

Note 4. Other income

Subsidies and grants
Interest income
Other income
Consolidated
31 Dec 2020
31 Dec 2019
$
$
213,659
-
12,809
-
Consolidated
31 Dec 2020
31 Dec 2019
$
$
213,659
-
12,809
-
226,468
-
226,468
-
226,468
-
Consolidated
31 Dec 2020
31 Dec 2019
$
$
780,000
-
14,977
1,127
794,977
1,127

The subsidies and grants income relates to the Australian Governments JobKeeper payment scheme.

Note 5. Discontinued operations

Description

Current Period

On the 30 October 2020, the Group announced that it had successfully divested the People business to LVP Technology Services Pty Ltd for a gross cash consideration of $23 million.

Prior Period

On the 10 December 2019, the Group announced that it had successfully divested the Security business to Tesserent Limited ('Tesserent'). The sale transaction was closed in July 2020 with the settlement of the final consideration payment and the agreed working capital adjustment. There is a $23,004 positive adjustment recognised in the current period.

On the 10 December 2019, the Group also announced the sale of its wholly owned subsidiary, NTH Consulting Pty Ltd to TNT Cyber Services Pty Ltd, a wholly owned subsidiary of Tesserent. The sale completed on the 26 March 2020.

On the 19 December 2019, the Group announced that it had executed a Share Purchase Agreement to divest its wholly owned subsidiary, GlassandCo Pty Ltd ('Glass') to Vitrics Pty Ltd ('Vitrics'). The sale of the subsidiary completed on 31 January 2020.

As a result of the sale transactions outlined above, the financial result of the business to be divested and associated Group reclassification and consolidation impacts are treated as discontinued operations from a financial reporting perspective both in the current and prior periods. This impacts the comparative financial information for what was previously disclosed as the People segment.

11

Future First Technologies Ltd Notes to the consolidated financial statements

31 December 2020

Note 5. Discontinued operations (continued)

Details of the financial performance, cash flows and the carrying value of the assets and liabilities of the discontinued operations are shown below.

Financial performance information

Revenue from discontinued operations
Interest income
Other income from discontinued operations
Total other income
Operating expenses from discontinued operations
Depreciation and amortisation expense from discontinued operations
Finance costs
Total expenses
Profit before income tax benefit
Income tax benefit
Profit after income tax benefit
Loss on disposal of discontinued operations
Income tax expense
Loss on disposal after income tax expense
Loss after income tax benefit from discontinued operations
Consolidated
31 Dec 2020
31 Dec 2019
$
$
17,327,478
40,309,614
528
1,795
-
10,575
Consolidated
31 Dec 2020
31 Dec 2019
$
$
17,327,478
40,309,614
528
1,795
-
10,575
528
12,370
(15,407,012)
(24,634)
-
(37,334,544)
(204,516)

(10,602)
(15,431,646) (37,549,662)
1,896,360
-

2,772,322

121,103
1,896,360
2,893,425
(7,457,601)
-
(4,344,163)

-
(7,457,601) (4,344,163)
(5,561,241) (1,450,738)

Cash flow information

Net cash from/(used in) operating activities

Consolidated Consolidated
31 Dec 2020 31 Dec 2019
$ $
(209,214) 55,655

12

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 5. Discontinued operations (continued)

Carrying amounts of assets and liabilities disposed

Cash and cash equivalents
Trade and other receivables
Other current assets
Property, plant and equipment
Other non-current assets
Total assets
Trade and other payables
Provisions
Other non-current liabilities
Total liabilities
Net assets

Details of the disposal

Total sale consideration
Carrying amount of net assets disposed
Net cash payment
Working capital adjustment - Security business
Derecognition of goodwill in discontinued operations
Loss on disposal before income tax
Loss on disposal after income tax

Note 6. Current assets - trade and other receivables
Consolidated
31 Dec 2020
31 Dec 2019
$
$
62,602
76,161
6,676,950
3,831,175
40,520
170,272
62,366
350,499
172,786
925,447
Consolidated
31 Dec 2020
31 Dec 2019
$
$
62,602
76,161
6,676,950
3,831,175
40,520
170,272
62,366
350,499
172,786
925,447
7,015,224
5,353,554
3,885,937
655,832
194,897

2,029,505

989,322

-
4,736,666
3,018,827
2,278,558
2,334,727
Consolidated
31 Dec 2020
31 Dec 2019
$
$
23,000,000
14,000,000
(2,278,558)
(2,334,727)
62,602
-
23,004
-
(28,264,649)
(16,009,436)
(7,457,601) (4,344,163)
(7,457,601) (4,344,163)
Trade receivables
Less: Allowance for expected credit losses
Receivable from Scottish Pacific
Other receivables
BAS receivable
Consolidated
31 Dec 2020
30 Jun 2020
$
$
229,704
4,373,622
-
(145,021)
Consolidated
31 Dec 2020
30 Jun 2020
$
$
229,704
4,373,622
-
(145,021)
229,704
4,228,601
-
926,258
-
13,624

1,911,582

25,514
243,328
7,091,955

13

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 6. Current assets - trade and other receivables (continued)

In July 2019, the Group entered into an agreement with Scottish Pacific Business Finance Pty Ltd ('ScotPac') to provide a receivables backed financing facility. The facility became available on 9 July 2019. As at 31 December 2019, the facility was in a credit position meaning the Group was owed money by ScotPac as there was a greater number of debtor payments received into the facility than what was actually funded.

The ScotPac facility agreement was novated to LVP Technology Services Pty Ltd upon the sale of the People business effective 30 October 2020.

Other receivables in the prior period includes $1,000,000 due from Tesserent Limited on 30 June 2020. This amount represents the final consideration payment for the purchase of the Security business and was received in July 2020

Note 7. Non-current assets - investments

Consolidated Consolidated
31 Dec 2020 30 Jun 2020
$ $
Convertible Notes 1,250,000 -

On the 14 July 2020, the Group made an initial investment of $1,250,000 in the Fin-Tech start up - The 1derful Group Pty Ltd (1derful). The Group subscribed to 1,250,000 of Convertible Notes in 1derful at a face value of $1.00 per note.

Note 8. Non-current assets - property, plant and equipment

Leasehold improvements - at cost
Less: Accumulated depreciation
Computer equipment - at cost
Less: Accumulated depreciation
Office equipment - at cost
Less: Accumulated depreciation
Computer software - at cost
Less: Accumulated depreciation
Consolidated
31 Dec 2020
30 Jun 2020
$
$
168,987
168,987
(100,501)
(83,906)
Consolidated
31 Dec 2020
30 Jun 2020
$
$
168,987
168,987
(100,501)
(83,906)
68,486
85,081
41,758
(33,204)

145,239
(117,255)
8,554
27,984
134,120
(127,465)

252,646
(189,669)
6,655
62,977
192,932
(137,218)

192,932
(129,274)
55,714
63,658
139,409
239,700

14

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 8. Non-current assets - property, plant and equipment (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:

Leasehold
Improvemen
ts
Consolidated
$ Balance at 1 July 2020
85,081
Additions
-
Disposals from discontinued
operations
-
Depreciation expense
(16,595)
Balance at 31 December 2020
68,486

Note 9. Non-current assets - intangibles

Goodwill - at cost
Development - at cost
Website - at cost
Less: Accumulated amortisation
Intellectual property - at cost
Patents and trademarks - at cost
Customer contracts - at cost
Less: Accumulated amortisation
Software - at cost
Less: Accumulated amortisation
Leasehold
Improvemen
ts
$ 85,081
-
-
(16,595)
Fixtures &
Fittings
$ -
-
-
-
Computer
Equipment
$ 27,984
7,908
(16,822)
(10,516)
Office
Equipment
$ 62,977
1,682

(45,544)
(12,460)
Motor
Vehicles
$ -
-
-
-
Motor
Vehicles
$ -
-
-
-
Computer
Software
$ 63,658
-
-
(7,944)
Computer
Software
$ 63,658
-
-
(7,944)
Total
$ 239,700
9,590
(62,366)
(47,515)
68,486 - 8,554 6,655 - 55,714 139,409
Consolidated
31 Dec 2020
30 Jun 2020
$
$
9,876,499
31,513,669
270,876
155,390
1,350,880
(337,720)

1,350,880
(112,573)
1,013,160
1,238,307
10,000
10,000
80,682
80,682
601,000
(10,017)

-
-
590,983
-
2,501,000
(41,683)

-
-
2,459,317
-
14,301,517
32,998,048

Note 9. Non-current assets - intangibles

15

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 9. Non-current assets - intangibles (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:

Consolidated
Balance at 1 July
2020
Additions
Additions through
business
combinations (note
13)
Disposals
Disposals
Amortisation
expense
Balance at 31
December 2020
Goodwill
$ 31,513,669
-
6,627,126
(28,264,649)
353
-
Website
$ 1,238,307
-
-
-
-
(225,147)
Trademarks
$ 80,682
-
-
-
-
-
Intellectual
Property
$ 10,000
-
-
-
-
-
Developmen
t
$ 155,390
115,486
-
-
-
-
Software
$ -
-
2,501,000
-
-
(41,683)
Customer
Contracts
$ -
-
601,000
-
-
(10,017)
Total
$ 32,998,048
115,486
9,729,126
(28,264,296)
353
(276,847)
9,876,499 1,013,160 80,682 10,000 270,876 2,459,317 590,983 14,301,517

Impairment testing for goodwill

For the purposes of impairment testing, goodwill is allocated to the consolidated entity's cash-generating units (CGU's) as follows:

People
Asset Vision
farmbuy.com
Total goodwill
Consolidated
31 Dec 2020
30 Jun 2020
$
$
-
28,264,649
6,627,126
-
3,249,373
3,249,020
Consolidated
31 Dec 2020
30 Jun 2020
$
$
-
28,264,649
6,627,126
-
3,249,373
3,249,020
9,876,499
31,513,669

The Group undertakes impairment testing of the relevant businesses as required. Impairment testing was performed at 31 December 2020 to support the carrying value of goodwill for the farmbuy.com CGU. The recoverable amount was based on its value in use, determined by discounting future cash flows to be generated from the continuing use of the business. Management's determination of cash flow projections and gross margins are based on past performance and its expectation for the future. The present value of future cash flows has been calculated using projected cash flows approved by the Board covering year 1 and EBIT growth rates ranging from 138% to 400% in years 2-4 and 2.5% in year 5. The present value of future cash flows for years 2 to 5 have been calculated using a terminal growth rate of 1.5% (June 2020: 1.5%) and a discount rate of 19.55% (June 2020: 19.55%) has been used to determine value in use.

The goodwill of $6,627,126 for the Asset Vision CGU represents the amount of consideration paid for the business acquisition less fair value of net assets, plus additional amounts paid for performance, both current and implied by forecasts.

The directors are still assessing any potential impacts to the total consideration transferred whilst within the measurement period.

The estimated recoverable amount exceeded the carrying value for each CGU by the following amounts:

16

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 9. Non-current assets - intangibles (continued)

People
farmbuy.com
Total
Consolidated
31 Dec 2020
30 Jun 2020
$
$
-
2,167,502
11,692,269
-
Consolidated
31 Dec 2020
30 Jun 2020
$
$
-
2,167,502
11,692,269
-
11,692,269
2,167,502

The Board of Directors continues to take a conservative approach to the Group's impairment valuations in line with the approach taken at 30 June 2020.

Note 10. Current liabilities - borrowings

Financing arrangements

Unrestricted access was available at the reporting date to the following lines of credit:

Total facilities
Credit card facility
Indemnity/guarantee facility
Electronic payaway facility
Used at the reporting date
Credit card facility
Indemnity/guarantee facility
Electronic payaway facility
Unused at the reporting date
Credit card facility
Indemnity/guarantee facility
Electronic payaway facility
Consolidated
31 Dec 2020
30 Jun 2020
$
$
95,000
150,000
245,821
388,500
-
500,000
Consolidated
31 Dec 2020
30 Jun 2020
$
$
95,000
150,000
245,821
388,500
-
500,000
340,821
1,038,500
17,782
245,821
-

5,286

388,219

-
263,603
393,505
77,218
-
-

144,714

281

500,000
77,218
644,995

The facilities with ANZ bank contractually expired on the 30 December 2020. The Group is in the process of organising replacement bank guarantees that are cash-backed with term deposits however the lender has agreed to keep the credit card facilities in place.

Note 11. Current liabilities - deferred consideration

Consolidated Consolidated
31 Dec 2020 30 Jun 2020
$ $
Deferred Consideration 3,825,833 524,167

The deferred consideration represents the obligation to pay consideration following the acquisition of a business or assets. It is measured at the present value of the estimated liability.

The deferred consideration of $3,825,833 relates to Asset Vision – refer Note 14 for further details.

17

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 12. Non-current liabilities - deferred consideration

Deferred Consideration Consolidated
31 Dec 2020
30 Jun 2020
$
$
-
144,790

Deferred consideration represents the obligation to pay outstanding consideration following the acquisition of a business or assets. It is measured at the present value of the estimated liability.

Note 13. Business combinations

Asset Vision

On the 20 October 2020, the Group announced that it had executed a Business Sale and Purchase Deed ('BPSD') to acquire a 100% interest in Asset Vision. The Asset Vision platform provides a unified approach to asset inspections, maintenance and operations management in the global Enterprise Asset Management software market. The business operates in the Asset Vision segment of the Group.

  • The transaction completed on the 2 November 2020. The total consideration payable under the BSPD is: - $4.65 million cash on completion

  • 24 million fully paid ordinary shares in Future First Technologies Ltd on completion

  • $4 million in a combination of cash and shares on the 12-month anniversary from completion

Details of the purchase consideration, the net assets acquired and goodwill are set out below. The goodwill of $6,627,126 represents the amount of consideration paid for the business acquisition less fair value of net assets, plus additional amounts paid for performance, both current and implied by forecasts. The acquired business contributed revenue of $213,659 and a loss before income tax of $30,531 from 2 November 2020 to 31 December 2020. If the acquisition occurred on 1 July 2020, the contribution for the full half year reporting period would have been a profit before tax of $236,715.

18

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 13. Business combinations (continued)

The directors are still assessing any potential impacts to the total consideration transferred whilst the within the measurement period.

Details of the acquisition are as follows:

Customer contracts
Software
Deferred tax liability
Employee benefits
Net assets acquired
Goodwill
Acquisition-date fair value of the total consideration transferred
Representing:
Cash paid or payable to vendor
Future First Technologies Ltd shares issued to vendor
Deferred consideration
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: deferred consideration
Less: shares issued by company as part of consideration
Net cash used
Fair value
$
601,000
2,501,000
(150,000)
(139,726)
2,812,274
6,627,126
9,439,400
4,650,000
998,400
3,791,000
9,439,400
9,439,400
(3,791,000)
(998,400)
4,650,000

Note 14. Equity - issued capital

31 Dec 2020
Shares
Ordinary shares - fully paid
400,383,456

Movements in ordinary share capital

Details
Date
Balance
1 July 2020
Issue of shares on Acquisition of Asset Vision
2 November 2020
Issue of shares to the FFT Employee Trust
12 November 2020
Selective Share Buy-back
10 December 2020
Balance
31 December 2020
31 Dec 2020
Shares
400,383,456
Consolidated
30 Jun 2020
31 Dec 2020
Shares
$
501,103,515
85,025,274
30 Jun 2020
$

90,354,877
Shares
Issue price
501,103,515
24,000,000
$0.04
23,000,000
$0.04
(147,720,059)
$0.05
400,383,456
$
90,354,877

998,400

1,058,000

(7,386,003)
85,025,274

19

Future First Technologies Ltd Notes to the consolidated financial statements 31 December 2020

Note 15. Events after the reporting period

On the 2 February 2021, the Group announced a follow-on investment in financial technology company, 1derful. The Group has invested a further $1.25 million by way of Convertible Notes at a face value of $1.00 per note and in doing so will maintain a strategic stake in 1derful.

No other matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

20

Future First Technologies Ltd Directors' declaration 31 December 2020

In the directors' opinion:

  • the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes give a true and fair view of the Group's financial position as at 31 December 2020 and of its performance for the financial half-year ended on that date; and

  • there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the directors

==> picture [83 x 49] intentionally omitted <==

_________ Keith Falconer Managing Director

24 February 2021

21

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF FUTURE FIRST TECHNOLOGIES LIMITED

Report on the Half-Year Financial Report

Conclusion

We have reviewed the accompanying half-year financial report of Future First Technologies Limited and controlled entities ( the Group ), which comprises the condensed statement of financial position as at 31 December 2020, the condensed statement of profit or loss and other comprehensive income, condensed statement of changes in equity, the condensed statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration.

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the accompanying half-year financial report of the Group does not present fairly, in all material respects, the financial position of the Group as at 31 December 2020, and its financial performance and its cash flows for the half-year ended on that date, in accordance with the Corporations Act 2001 , the Corporations Regulations 2001 and Accounting Standard AASB 134: Interim Financial Reporting.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards (including Australian Accounting Interpretations) and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standards on Review Engagements ASRE 2410: Review of Interim and Other Financial Reports Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including:

  • a. giving a true and fair view of the company’s financial position as at 31 December 2020 and its performance for the half-year ended on that date; and

  • b. complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001 .

==> picture [596 x 142] intentionally omitted <==

As the auditor of the company, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the company, would be in the same terms if provided to the directors as at the time of this auditor’s review report.

==> picture [109 x 59] intentionally omitted <==

MOORE AUSTRALIA AUDIT (VIC) ABN 16 847 721 257

==> picture [96 x 64] intentionally omitted <==

GEORGE S. DAKIS Partner Audit and Assurance

Melbourne, Victoria

24 February 2021