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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
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Level 11, 410 Collins Street Melbourne, Victoria Australia, 3000
www.futurefirsttech.io
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+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.
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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
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_________ 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.
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MOORE AUSTRALIA AUDIT (VIC) ABN 16 847 721 257
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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
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_________ 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 .
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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.
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MOORE AUSTRALIA AUDIT (VIC) ABN 16 847 721 257
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GEORGE S. DAKIS Partner Audit and Assurance
Melbourne, Victoria
24 February 2021