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SIMBLE SOLUTIONS LIMITED — Annual Report 2020
Mar 30, 2021
65797_rns_2021-03-30_20e8a965-1009-4b01-bd2e-d247d4ea6069.pdf
Annual Report
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Simble Solutions Limited and its controlled entities ABN 17 608 419 656
Annual Report - 31 December 2020
| Simble Solutions Limited and its controlled entities | |
|---|---|
| Contents | |
| 31 December 2020 | |
Chairman's letter |
2 |
| Chief Executive Officer's report | 3 |
| Directors' report | 5 |
| Auditor's independence declaration | 17 |
| Consolidated statement of profit or loss and other comprehensive income | 18 |
| Consolidated statement of financial position | 19 |
| Consolidated statement of changes in equity | 20 |
| Consolidated statement of cash flows | 21 |
| Notes to the consolidated financial statements | 22 |
| Directors' declaration | 51 |
| Independent auditor's report to the members of Simble Solutions Limited | 52 |
| Shareholder information | 55 |
| Corporate directory | 57 |
1
Simble Solutions Limited and its controlled entities Chairman's letter 31 December 2020
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Dear Fellow Shareholders,
On behalf of the Board of Simble Solutions Limited, I am pleased to present our 2020 Annual Report and I would like to thank you for your support as a shareholder, partner or customer over the past year.
2020 was in many ways an unprecedented and very challenging year. COVID-19 had a significant impact on business activity everywhere and resulted in many challenges for Simble including frustrating new growth initiatives and delays in expected revenue, especially in the UK.
This came off the back of the Company’s own particular challenges faced in the 2019 year, which the board and executive team have worked tirelessly to address over the past 18 months. We have made the necessary tough decisions to streamline operations, reduce operating costs, pay off legacy liabilities, refocus revenue efforts, develop new product offerings, and by raising equity capital to put the company on a sound financial footing.
In March of 2021 this financial transformation was boosted by the early conversion of $1.18M of convertible note debt, which had the effect of extinguishing the major liability on our balance sheet.
With the Company’s finances in a stronger state relative to a year ago, the board feels the company is now well positioned to pursue growth in the fast growing global market for technology that activates energy efficiency, renewable energy transition, and user-friendly data monitoring, in a World that is now moving swiftly towards a carbon-neutral future.
We have sharpened our strategic focus to marketing our Software as a Service (SaaS) products in the sustainable energy and workforce mobility sectors, and we have seen pleasing growth in our SaaS recurring revenues. We are currently pursuing new commercial customers, and in particular sales channels, with partners in the solar, LED lighting, energy efficiency and carbon reporting sectors.
We are also actively pursuing potential acquisition opportunities of businesses that complement these themes, and which augment our technology suite and distribution pathways to market.
There has been recent strong growth in the global market for products such as ours which assist businesses, government and homes with managing energy usage and carbon emissions.
As a Company we are committed to a doing our bit to contribute to the Global drive for a sustainable planet by creating and deploying software technology.
I would like to thank Philip Tye for his services as a director and chairman of the Company since the IPO in February 2018 until his retirement from the board in December 2020. The Company benefitted greatly from Philip’s contribution and he has also been a supportive shareholder and participant in equity issues undertaken by the company during the reporting year.
The board welcomed Darryl Flukes as a Non-Executive Director upon Philip’s retirement, and we are very pleased with Darryl’s stable dedication and excellent contribution to the board, in particular with regards to his experience in the energy retailing and solar generation sectors.
I sincerely thank the management team, our staff and my fellow directors for their hard work and focused determination in what was a challenging but transformative year for Simble. These efforts have positioned the Company for an exciting future ahead.
Yours sincerely
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Ben Loiterton Chair
2
Simble Solutions Limited and its controlled entities Chief Executive Officer's report 31 December 2020
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Dear Shareholders,
Future generations will look back at 2020 as the year in which COVID-19 had a profound impact across the globe. While Simble was affected, like most other businesses, we were also able to make some significant headway in several areas and have finished 2020 as a much stronger company than when we started. We have streamlined operations, reduced operating costs, maintained current customer contracts, secured new contracts and channels to market and raised fresh capital.
Some of the highlights of the year 2020 include:
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The launch of SimbleHome as a residential focused energy management solution and the promotion of its capabilities, including the ability for households to compare and switch retailers, to a new channel ecosystem. The incorporation of buy-now-pay-later functionality meant that users of SimbleHome Plus are able to access real-time energy consumption and generation insights for the household for a low monthly fee. SimbleHome Plus empowers consumers to understand their energy usage and implement changes to reduce costs, which was particularly relevant during COVID-19 as workfrom-home and increased energy usage became the new normal.
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Simble was selected as the App provider for Mirvac’s Housing Affordability Experiment. The experiment is an industryleading collaboration between Mirvac property group, energy provider Synergy, government lender Keystart and builder Terrace. This ‘first-of-its-kind’ experiment commenced in Western Australia with the SimbleHome App being utilised to monitor the selected family’s energy and water use in order to understand the cost savings that can be achieved by living in an energy efficient home and the impact on the family’s lifestyle.
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We were appointed as the first certified third-party app provider for Wattwatchers’ national roll-out of smart energy technology under the My Energy Marketplace project. The $8.2 million project will see smart energy technology installed in 5,000 homes and small businesses and 250 schools and will be subsidised by the Australian Renewable Energy Agency (‘ARENA’).
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In the UK, our proven capability and channel first model in the LED lighting sector saw the signing of a 3-year strategic collaboration agreement with Sylvania Lighting to incorporate the SimbleSense platform into LED lighting projects to commercial and industrial customers across five European countries.
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The rolling deployment of the SimbleSense platform to Bluewater Shopping Centre, one of the largest shopping centres in the UK and Europe. Bluewater was the first client to deploy under a channel Alliance Agreement signed with GA Harper Construction Services.
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The signing of a master services agreement with UK-based Internet of Things (‘IoT’) company Daizy Tech Ltd (Daizy) which will allow Simble to expand SimbleSense platform connectivity to a much larger range of IoT devices via the Daizy Aware program. Under the agreement, Daizy will provide the SimbleSense platform to clients requiring a comprehensive energy platform for their IoT deployments. Simble and Daizy launched the partnership in the UK market initially with plans to expand into the European and Australian markets.
Our 2020 financial results, as detailed in the Annual Report, showed a tremendous improvement on 2019 led by Software as a Service (SaaS) revenues from the Simble Energy division which increased by 19% year on year. The main drivers of revenue growth were the increase in connected customer sites on the SimbleSense platform (onboarded through our growing channel partner ecosystem) and the full year effect of the contract signed with UCR Consultants in early 2019 to deploy the SimbleConnect platform. This coupled with our continuing program of vigilant cash and expense management, and gradual balance sheet improvement resulted in a significantly improved financial position at the conclusion of 2020. Our near-term financial objective is to become self-sustaining, cash flow positive and profitable.
Future Outlook
2020 will likely also be a year that is looked back on as a turning point in global sentiment on climate change, energy efficiency and the reduction of carbon emissions to net zero. In that context, the year ahead is full of positive opportunities for Simble and we look forward to 2021 being a transformative year driven by:
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A solid pipeline of existing customers who continue to service their clients with our Simble Energy suite of SaaS solutions.
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Our Australian, NZ and UK energy services partners who continue to provide us with a pipeline of opportunities for end customers to deploy Simble’s energy suite of SaaS solutions.
3
Simble Solutions Limited and its controlled entities Chief Executive Officer's report 31 December 2020
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Significant opportunities that are emerging in the solar energy generation and battery storage sectors where Simble’s intelligent energy analytics platform for the Commercial & Industrial, SME and residential sectors is receiving strong interest.
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Renewed interest in the CarbonView carbon reporting platform amid the growing number of pledges by countries and companies to reduce their carbon emissions to net zero by the middle of this century; and
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The recent further improvement of the Company’s balance sheet by securing agreement to convert $1.18m of convertible note debt to equity, subject to approval by the shareholders at the 2021 AGM.
.
Our focus in 2021 has shifted from foundation building to growth as we start to reinvigorate our presence in UK, Europe and Australia through fully exploring market opportunities for our energy management, carbon reporting and business productivity software products. In addition to organic revenue growth, we will actively pursue complementary acquisition opportunities. We will, of course, continue to be measured in our approach to costs and cash management, and we therefore expect our financial performance to continue improving in 2021.
I would like to take this opportunity to thank everyone on the Simble team for their dedication and effort as they have continued to work tirelessly to achieve outstanding results for all of our stakeholders. I would also like to thank our commercial partners who support us in our efforts as we go about positioning Simble as a partner of choice, helping our customers thrive through building sustainable businesses.
I thank all of our shareholders for their continued support and assure you of our commitment to building value in your Company in the year ahead.
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Ronen Ghosh Chief Executive Officer 31 March 2021
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Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Simble Solutions Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 31 December 2020.
Directors
The following persons were directors of Simble Solutions Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:
Ben Loiterton (Chairman) Fadi Geha Darryl Flukes (appointed 16 December 2020) Philip Tye (resigned 16 December 2020)
Principal activities
During the financial year, the principal continuing activities of the Group consisted of providing and developing Software as a Service ('SaaS') for businesses and organisations seeking energy intelligence, carbon reporting and business productivity solutions.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the Group after providing for income tax amounted to $1,257,039 (31 December 2019: $8,110,719).
Total income decreased by 11% to $1,915,660 (2019: $2,147,011). Sales revenue declined 19% to $1,447,922 whilst other income increased 51% to $465,477.
Energy Division total revenues increased by 16% to $890,009 (2019: $766,207). Energy Software as a Service (SaaS) sales revenue increased by 19% to $823,816 whilst hardware sales revenue decreased by 7% to $66,193.
Business Productivity (Mobility) Division sales revenues decreased by 41% to $548,587 (2019: $922,529).
Other income increased by 23% to $467,738 (2019: $364,326). Other income is primarily related to research and development grant income but was augmented during the year by Covid-19 stimulus package receipts in both Australia and the UK.
Underlying EBITDA for the 12 months ended 31 December 2020 was a loss of $982,314. This represents a 63% improvement against the prior year underlying EBITDA loss of $2,533,814. Underlying EBITDA is a key measurement used by management and the board to assess and review business performance. The table below provides a reconciliation between statutory net loss and underlying EBITDA:
| Loss for the year Add back: Interest Tax Depreciation Amortisation Statutory EBITDA Add non-recurring items: Capital raising costs Impairment of goodwill Impairment of assets Underlying EBITDA |
Group 2020 2019 $ $ (1,256,462) (8,110,719) 297,136 377,213 (988) 7,953 - 46,349 - 760,936 |
Group 2020 2019 $ $ (1,256,462) (8,110,719) 297,136 377,213 (988) 7,953 - 46,349 - 760,936 |
|---|---|---|
| (960,314) (22,000) - - |
(6,918,268) 178,495 851,578 3,354,381 |
|
| (982,314) | (2,533,814) |
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Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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Net cash used in operating activities decreased by 55% to $1,531,365 (2019: $3,388,142). The cash balance at 31 December 2020 was $784,878 (31 December 2019: $705,452).
The Company has made significant progress in FY2020 providing a solid base for ongoing operations. The Board and Management of the Company are focused on using this base as a foundation for sustainable growth in FY2021 and beyond as well as exploring all other avenues available to it to strategically grow the business.
Significant changes in the state of affairs
During the financial year, the World continued to be beset by the effects of the infectious disease COVID-19 ('Coronavirus'). The Company operates globally in Australia, Vietnam and the United Kingdom ('UK'). The Company’s UK operations were particularly affected by the impact of COVID-19 and the imposition of strict lockdown measures. The Directors are hopeful that current COVID-19 control measures, including widespread vaccinations, will support a quick recovery and will continue to assess the situation on a regular basis.
On 12 February 2020, the Company announced that it would be undertaking a Share Purchase Plan (‘SPP’) with the intention of offering up to 30% of the Company’s share capital, being the maximum amount permitted by the Australian Stock Exchange (‘ASX’) Listing Rules, at $0.016 per share. The original SPP closing date of 6 March 2020 was extended to 27 March 2020 and raised $115,800.
On 17 February 2020, the Company announced that 19,094,546 fully paid ordinary shares, 13,500,000 Class A performance shares and 22,500,000 Class B performance shares would be released from mandatory escrow arrangements on 24 February 2020.
On 21 February 2020, the Company announced that it had signed a three-year agreement with Feilo Sylvania International Group Ltd (Sylvania Lighting) to incorporate the SimbleSense platform into Sylvania Lighting’s lighting projects to commercial customers, commencing in the UK, France, Germany, Spain and Italy.
On 25 March 2020, the Company announced completion of a $375,000 placement to investors via the issue of 20,833,335 fully paid ordinary shares at $0.018 per share. The shares were issued in two tranches, the first on 30 March 2020 by the issue of 6,781,103 shares under listing rule 7.1 of the ASX and the second by the issue of 14,052,232 million shares following shareholder approval at the 2019 Annual General Meeting.
On 7 April 2020, the Company announced that 22,500,000 Class B and 2,500,000 Class D performance shares issued as part of the Company’s initial public offering in 2018 had lapsed as the performance criteria were not met.
At the Company’s Annual General Meeting held on 1 June 2020, the shareholders approved the second tranche issue of 14,052,232 shares thereby completing the $375,000 placement to investors announced on 25 March 2020.
On 11 August 2020, the Company announced that it had received $290,000 under the United Kingdom’s Research and Development ('R&D') tax relief claim program in respect of the Company’s R&D activities for the 2019 calendar year.
On 21 August 2020, the Company announced that it would be launching an upgraded SimbleHome app following the signing of a three-year marketplace agreement with Accurassi.
On 7 October 2020, the Company announced completion of a $1 million placement to investors via the issue of up to 43.5 million fully paid ordinary shares at $0.023 per share. The shares were issued in two tranches, the first on 7 October 2020 by the issue of 36.45 million shares under listing rules 7.1 and 7.1A of the ASX and the second by the issue of up to 7 million shares following shareholder approval at the January 2020 General Meeting.
On 13 November 2020, the Company announced that it had signed an agreement with Harvey Norman Commercial Division to promote and sell the SimbleHome App and associated energy IoT devices into commercial and residential development projects throughout the ACT and NSW.
On 19 November 2020, the Company announced that it had launched an upgraded version of the SimbleHome App which could be bundled with an installed energy IoT device which could be funded with a buy now, pay later instalment plan provided by Splitit (ASX: SPT).
On 19 February 2021, the Company announced that it had signed a three-year agreement with David Brown Group Limited (DB Santo Salo) to roll-out the CarbonView sustainability and carbon management platform in multiple territories including the UK, the US, Russia, Germany and Australia.
6
Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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There were no other significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
In March 2021 the Group secured agreement to convert $1.18 million of convertible note debt to equity subject to shareholder approval at the 2021 Annual General Meeting (AGM) in May 2021. The conversion will extinguish $1.18 million from current liabilities thereby significantly improving the Group’s balance sheet. The Directors believe that the conversion of debt to equity is in the best interests of all shareholders and will be supported at the 2021 AGM.
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.
Likely developments and expected results of operations
The Company will continue with the development of the Simble Energy Platform and associated IP. The allocation of resources will continue to be focused on high growth opportunities in Australia and the UK through a channel partner-led strategy with a strong focus on diligent fiscal management.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on directors
Name: Ben Loiterton Title: Non-Executive Director and Chairman Qualifications: Bachelor of Commerce (Finance) / Bachelor of Laws from the University of NSW Experience and expertise: Ben’s career spans over 28 years in investment banking, executive management and entrepreneurial activity. He is an experienced public company director having served on four ASX-listed company boards and various private company boards and advisory boards. Ben has extensive experience with driving commercial strategy, corporate finance, equity capital raising, IPOs and RTOs, mergers & acquisitions, financial structuring, and providing legal and business advice for fast-growth businesses. He has direct experience in a wide array of sectors including technology, IT services, software / SaaS, ecommerce, telecoms, media, and both new economy business models and traditional businesses. He has co-founded several start-up businesses, and arranged equity funding across the full spectrum from seed capital to private equity transactions. Ben is currently Principal at Sydney-based investment banking firm Andover Partners and Chairman of Norcliffe Mining Services Limited. Other current directorships: None Former directorships (last 3 years): Aeeris Limited (ASX: AER) Special responsibilities: Chairman, Audit Committee Interests in shares: 1,469,566 ordinary shares (indirectly) Interests in options: 4,834,783 options over ordinary shares
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Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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| Name: | Fadi Geha |
|---|---|
| Title: | Executive Director and Founder |
| Qualifications: | Bachelor of Civil Engineering from the University of Sydney |
| Experience and expertise: | Fadi is an engineer with over 25 years experience in enterprise software sales, |
| consulting, and IT mergers and acquisitions ('M&A'). He is an Executive Director, | |
| having previously served as CEO of Simble for the past seven years. Fadi has held | |
| senior management positions with SAP Australia and Accenture. From 2003-2006 he | |
| served as Vice President Asia Pacific and Director at Viewlocity Technologies and led | |
| Viewlocity’s expansion into the Asian region including the acquisition of key clients in | |
| Japan, Korea, and South East Asia which resulted in Viewlocity being named top IBM | |
| partner in Australia for SaaS offerings in 2005. In 2006, Fadi facilitated the M&A | |
| activity that resulted in the acquisition of Viewlocity Inc by Supply Chain Consulting. | |
| Fadi joined the executive team at Supply Chain Consulting and in 2009 Fujitsu | |
| Australia acquired Supply Chain Consulting for $48 million. Fadi is a Member of the | |
| Australian Institute of Company Directors. | |
| Other current directorships: | None |
| Former directorships (last 3 years): None | |
| Special responsibilities: | Audit Committee (until 21 January 2021) |
| Interests in shares: | 620,833 ordinary shares (directly), 20,252,229 ordinary shares (indirectly) |
| Interests in options: | 8,675,846 options over ordinary shares |
Name: |
Darryl Flukes |
| Title: | Non-Executive Director |
| Qualifications: | BSc (Hons) Chemical Engineering from Loughborough University (UK) |
| Experience and expertise: | Darryl is a recognised leader and expert across the Australian energy sector with a |
| focus on renewables and energy retail. He has deep experience in energy commodity | |
| markets and risk management backed by a breadth of knowledge and skills across a | |
| number of corporate disciplines. He is currently Chair of ESCO Pacific Pty Ltd | |
| (ESCO), an Australia-focused utility-scale solar developer and asset manager. ESCO | |
| has a proven track record of developing solar projects from early-stage feasibility | |
| through to financial close, project commissioning and asset management. The | |
| success of ESCO was recently vindicated with Shell New Energy acquiring a 49% | |
| holding. Prior to this, he was a board member of wind generator/retailer Powershop | |
| (Meridian Energy), Chairman of SME retailer/gas generator Perth Energy, and a past | |
| board member of the Clean Energy Council, the peak body for the clean energy | |
| industry in Australia. From 2005 to 2013, Darryl was CEO of Infratil Energy Australia | |
| as it grew its retail business, Lumo Energy, from a start up to becoming a leading | |
| Australian energy supply business, realising a sale to Snowy Hydro. Darryl has also | |
| served as General Manager at hydro generator Southern Hydro and earlier roles in | |
| the United Kingdom with Vitol and BP. | |
| Other current directorships: | None |
| Former directorships (last 3 years): None | |
| Special responsibilities: | Audit Committee (Chair) |
| Interests in shares: | None |
| Interests in options: | None |
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
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Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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Company secretary
Name: Kim Clark Title: Company Secretary Experience and expertise:
Kim is an experienced business professional with 21 years’ experience in the banking and finance industries and 6 years as a Company Secretary (in-house) of an ASX300 company. Her experience includes debt and capital raising, risk management, mergers and acquisitions, compliance and governance. Kim currently acts as Company Secretary to various ASX listed and unlisted companies in Australia and is the Head of Corporate Services for Boardroom Pty Limited’s Queensland office and has held this position since April 2013.
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 31 December 2020, and the number of meetings attended by each director were:
| Remuneration and | Remuneration and | |||||||
|---|---|---|---|---|---|---|---|---|
| Full Board | Nomination | Audit | Committee | |||||
| Attended Held |
Attended | Held |
Attended | Held |
||||
| Ben Loiterton | 15 | 15 | - | - | 1 | 1 | ||
| Fadi Geha | 15 | 15 | - | - | 1 | 1 | ||
| Darryl Flukes | - | - | - | - | - | - | ||
| Philip Tye | 15 | 15 | - | - | 1 | 1 |
Held: represents the number of meetings held during the time the director held office.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.
The key management personnel of the Group consisted of the following directors of Simble Solutions Limited:
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Ben Loiterton (Chairman)
-
Fadi Geha
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Darryl Flukes (appointed 16 December 2020)
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Philip Tye (resigned 16 December 2020)
And the following persons:
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Ronen Ghosh - Chief Executive Officer and Chief Financial Officer
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Kalana Navaratne - Chief Product and Strategy Officer (ceased employment 28 February 2020)
The remuneration report is set out under the following main headings:
-
Principles used to determine the nature and amount of remuneration
-
Details of remuneration
-
Service agreements
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Share-based compensation
-
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:
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competitiveness and reasonableness
-
acceptability to shareholders
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performance linkage / alignment of executive compensation
-
transparency
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Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
In consultation with external remuneration consultants (refer to the section 'Use of remuneration consultants' below), the Remuneration and Nomination Committee has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Group.
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:
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having economic profit as a core component of plan design
-
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
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attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance executives' interests by:
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rewarding capability and experience
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reflecting competitive reward for contribution to growth in shareholder wealth
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providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed regularly by the Board. The Remuneration and Nomination Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. The shareholders approval of a maximum annual aggregate remuneration of $180,000 at the Annual General Meeting held on 15 May 2018.
The Company has entered into an appointment letter with each of its non-executive directors. Non-executive fees are currently as follows:
Fees per annum Name of non-executive director $ Ben Loiterton 60,000 Darryl Flukes 50,000
Mr Loiterton also received consulting fees during the year pursuant to a specific purpose consulting agreement.
Executive remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
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base pay and non-monetary benefits
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short-term performance incentives
-
share-based payments
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other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the Group and provides additional value to the executive.
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Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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The Simble Wealth Creation Scheme
On 14 May 2018, the Company granted 4,495,750 Zero Exercise Price Options to certain management personnel ('Options') for nil cash consideration under the Simble Wealth Creation Scheme ('SWCS').
Pursuant to the SWCS, each Option will convert to one fully paid ordinary share in the Company on the vesting date of 31 March 2023 subject to:
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Consecutive service till the vesting date;
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Compound EBITDA growth to $5 million or 125% by 31 December 2021. The starting point is $1 million; and
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Compound share price growth to $0.80 per share or 100% by 31 December 2021. The starting point is the original issue price of $0.20.
The Incentive Options and Performance Rights Plan
On 18 December 2020, the Company granted 7,000,000 $0.05 Options and 5,000,000 $0.08 Options to certain directors and key management personnel for nil cash consideration under the Incentive Options and Performance Rights Plan ('IOPR').
Pursuant to the IOPR, each option vests immediately and can be exercised at any time up to the expiry date of 31 December 2023.
Details of remuneration
| 2020 Non-Executive Directors: B Loiterton P Tye(a) D Flukes Executive Directors: F Geha Other Key Management Personnel: R Ghosh K Navaratne(b) |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 88,635 - - 52,129 - - - - - 196,550 - 11,488 235,417 - - 49,364 - - |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 88,635 - - 52,129 - - - - - 196,550 - 11,488 235,417 - - 49,364 - - |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 88,635 - - 52,129 - - - - - 196,550 - 11,488 235,417 - - 49,364 - - |
Post- employment benefits Super- annuation $ - - - 18,617 - - |
Long-term benefits Long service leave $ - - - - - - |
Share- based payments Equity- settled $ 45,000 - - 42,000 42,000 - |
Total $ 133,635 52,129 - 268,655 277,417 49,364 |
|---|---|---|---|---|---|---|---|
| 622,095 | - | 11,488 | 18,617 | - | 129,000 | 781,200 |
(a) Remuneration is from 1 January 2020 to date of cessation as non-executive director, being 16 December 2020
(b) Remuneration is from 1 January 2020 to date of cessation of employment, being 28 February 2020
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Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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| 2019 Non-Executive Directors: B Loiterton(a) P Tye D Astill(b) Executive Directors: F Geha Other Key Management Personnel: R Ghosh(c) K Navaratne M Duke(d) M Hannah(e) |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 51,257 - - 60,018 - - 21,470 - - 240,099 - 17,753 85,667 - - 205,559 - - 163,248 - - 66,895 - - |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 51,257 - - 60,018 - - 21,470 - - 240,099 - 17,753 85,667 - - 205,559 - - 163,248 - - 66,895 - - |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 51,257 - - 60,018 - - 21,470 - - 240,099 - 17,753 85,667 - - 205,559 - - 163,248 - - 66,895 - - |
Post- employment benefits Super- annuation $ - - - 20,831 - - 1,538 5,804 |
Long-term benefits Long service leave $ - - - - - - - - |
Share- based payments Equity- settled $ - - - - - - - - |
Total $ 51,257 60,018 21,470 278,683 85,667 205,559 164,786 72,699 |
|---|---|---|---|---|---|---|---|
| 894,213 | - | 17,753 | 28,173 | - | - | 940,139 |
(a) Remuneration is from date of appointment as Executive Director, being 24 July 2019 to 31 December 2019
(b) Remuneration is from 1 January 2019 to date of cessation as non-executive director, being 24 July 2019
(c) Remuneration is from date of appointment as key management personnel, being 13 August 2019 to 31 December 2019
(d) Remuneration is from 1 January 2019 to date of cessation of employment, being 31 July 2019
(e) Remuneration is from 1 January 2019 to date of cessation of employment, being 4 May 2019
The proportion of remuneration linked to performance and the fixed proportion are as follows:
| Fixed remuneration | Fixed remuneration | At risk - STI | At risk - STI | At risk - LTI | At risk - LTI | |||
|---|---|---|---|---|---|---|---|---|
| Name | 2020 | 2019 | 2020 | 2019 |
2020 | 2019 |
||
| Non-Executive Directors: | ||||||||
| B Loiterton | 100% | 100% | - | - | - | - | ||
| D Flukes | - | - | - | - | - | - | ||
| P Tye | 100% | 100% | - | - | - | - | ||
| D Astill | - | 100% | - | - | - | - | ||
| Executive Directors: | ||||||||
| F Geha | 80% | 100% | 20% | - | - | - | ||
| Other Key Management | ||||||||
| Personnel: | ||||||||
| R Ghosh | 100% | 100% | - | - | - | - | ||
| K Navaratne | 100% | 100% | - | - | - | - | ||
| M Duke | - | 100% | - | - | - | - | ||
| M Hannah |
- | 100% | - | - | - | - |
12
Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:
| Name: | Fadi Geha |
|---|---|
| Title: | Founder and Executive Director |
| Agreement commenced: | 1 September 2016 |
| Term of agreement: | No fixed term |
| Details: | Fadi may terminate the employment contract by giving 12 months notice. The |
| Company may terminate Fadi's employment by giving 6 months notice. Remuneration | |
| of $144,000, sales commissions, discretionary annual performance bonus and | |
| participation in Incentive Plan at discretion of the Board. | |
Name: |
Ronen Ghosh |
| Title: | Chief Executive Officer and Chief Financial Officer |
| Agreement commenced: | 15 August 2019 |
| Term of agreement: | No fixed term |
| Details: | Either party may terminate the employment contract by giving 3 months notice to the |
| other party. Remuneration of $250,000, discretionary annual performance bonus and | |
| participation in Incentive Plan at discretion of the Board. |
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year ended 31 December 2020.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows:
| Number of | Fair value | |||||
|---|---|---|---|---|---|---|
| options | Vesting date and | per option | ||||
| Name | granted | Grant date | exercisable date | Expiry date | Exercise price | at grant date |
| Ben Loiterton | 3,000,000 | 18/12/2020 | 18/12/2020 | 31/12/2023 | $0.050 | $0.012 |
| Ben Loiterton | 1,000,000 | 18/12/2020 | 18/12/2020 | 31/12/2023 | $0.080 | $0.009 |
| Fadi Geha | 2,000,000 | 18/12/2020 | 18/12/2020 | 31/12/2023 | $0.050 | $0.012 |
| Fadi Geha | 2,000,000 | 18/12/2020 | 18/12/2020 | 31/12/2023 | $0.080 | $0.009 |
| Ronen Ghosh | 2,000,000 | 18/12/2020 | 18/12/2020 | 31/12/2023 | $0.050 | $0.012 |
| Ronen Ghosh | 2,000,000 | 18/12/2020 | 18/12/2020 | 31/12/2023 | $0.080 | $0.009 |
Options granted carry no dividend or voting rights.
The number of options over ordinary shares granted to and vested by directors and other key management personnel as part of compensation during the year ended 31 December 2020 are set out below:
| Number of | Number of | Number of | Number of | |||
|---|---|---|---|---|---|---|
| options | options | options | options | |||
| granted | granted | vested | vested | |||
| during the | during the | during the | during the | |||
| year | year | year | year | |||
| Name | 2020 | 2019 | 2020 | 2019 | ||
| Ben Loiterton | 4,000,000 | - | 4,000,000 | - | ||
| Fadi Geha | 4,000,000 | - | 4,000,000 | - | ||
| Ronen Ghosh |
4,000,000 | - | 4,000,000 | - |
13
Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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Values of options over ordinary shares granted, exercised and lapsed for directors and other key management personnel as part of compensation during the year ended 31 December 2020 are set out below:
| Value of | Value of | Value of | Remuneration | |||
|---|---|---|---|---|---|---|
| options | options | options | consisting of | |||
| granted | exercised | lapsed | options | |||
| during the | during the | during the | for the | |||
| year | year | year | year | |||
| Name | $ | $ | $ | % | ||
| Ben Loiterton | 45,000 | - | - | 34% | ||
| Fadi Geha | 42,000 | - | - | 16% | ||
| Ronen Ghosh | 42,000 | - | - | 15% |
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below:
| Ordinary shares B Loiterton P Tye* F Geha R Ghosh K Navaratne |
Balance at the start of the year - 2,000,000 14,007,085 - 29,401 |
Received as part of remuneration - - - - - |
Additions 1,469,566 5,810,508 6,865,977 2,973,914 - |
Disposals/ other - (7,810,508) - - (29,401) |
Balance at the end of the year 1,469,566 - 20,873,062 2,973,914 - |
|---|---|---|---|---|---|
| 16,036,486 | - | 17,119,965 | (7,839,909) | 25,316,542 |
- Disposals/other relates to no longer being a key management personnel, not a disposal of holding.
Options
The number of options over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below:
| Options over ordinary shares Ben Loiterton Fadi Geha Darryl Flukes Philip Tye Ronen Ghosh* |
Balance at the start of the year - 1,000,000 - - - |
Granted 4,834,783 7,675,846 - 3,192,754 5,886,597 |
Exercised - - - - - |
Expired/ forfeited/ other - - - (3,192,754) - |
Balance at the end of the year 4,834,783 8,675,846 - - 5,886,597 |
|---|---|---|---|---|---|
| 1,000,000 | 21,589,980 | - | (3,192,754) | 19,397,226 |
- Expired/forfeited/other relates to no longer being a key management personnel.
Granted includes 4 million options received as part of compensation. Remaining grants related to participation in share placements during the year.
This concludes the remuneration report, which has been audited.
Loans to directors and executives
There were no loans transactions with directors or executives made during the year ended 31 December 2020.
14
Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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Shares under option
Unissued ordinary shares of Simble Solutions Limited under option at the date of this report are as follows:
| Exercise Grant date Expiry date price 14 May 2018 31 March 2023 $0.000 24 September 2019 30 September 2021 $0.150 5 November 2019 5 November 2021 $0.150 15 June 2020 15 June 2022 $0.018 15 June 2020 15 June 2022 $0.150 15 June 2020 15 June 2023 $0.050 8 October 2020 31 December 2022 $0.050 18 December 2020 31 December 2023 $0.050 18 December 2020 31 December 2023 $0.080 |
Number under option 3,500,000 3,000,000 200,000 10,416,668 2,000,000 10,684,000 22,739,135 7,500,000 5,000,000 |
|---|---|
| 65,039,803 |
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of Simble Solutions Limited issued on the exercise of options during the year ended 31 December 2020 and up to the date of this report.
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Officers of the Company who are former partners of William Buck
There are no officers of the Company who are former partners of William Buck.
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.
15
Simble Solutions Limited and its controlled entities Directors' report 31 December 2020
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This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
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_________ Ben Loiterton Chairman
31 March 2021 Sydney
16
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Simble Solutions Limited
Auditor’s independence declaration under section 307c of the Corporations Act 2001
I declare that, to the best of my knowledge and belief, during the year ended 31 December 2020 there have been:
-
no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
-
no contraventions of any applicable code of professional conduct in relation to the audit.
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William Buck
Accountants & Advisors
ABN: 16 021 300 521
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L.E. Tutt
Partner Sydney, 31 March 2021
ACCOUNTANTS & ADVISORS Sydney Office Level 29, 66 Goulburn Street Sydney NSW 2000
Parramatta Office Level 7, 3 Horwood Place Parramatta NSW 2150
Telephone: +61 2 8263 4000 williambuck.com
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17
William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation. (WB013_2007)
Simble Solutions Limited and its controlled entities Consolidated statement of profit or loss and other comprehensive income For the year ended 31 December 2020
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| Note Revenue Revenue 5 Cost of sales Gross margin Other income 6 Interest revenue calculated using the effective interest method Expenses Marketing Administration 7 Research and development Impairment of goodwill Impairment/(recovery of impairment) of receivables 10 Impairment of intangible assets Capital raising costs Finance costs 7 Loss before income tax (expense)/benefit Income tax (expense)/benefit 8 Loss after income tax (expense)/benefit for the year attributable to the owners of Simble Solutions Limited Other comprehensive income/(loss) Items that may be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive income/(loss) for the year, net of tax Total comprehensive loss for the year attributable to the owners of Simble Solutions Limited Basic loss per share 31 Diluted loss per share 31 |
Group 2020 2019 $ $ 1,447,922 1,782,685 (529,271) (644,790) 918,651 1,137,895 483,748 307,259 2,261 57,067 (17,144) (62,163) (1,607,473) (4,759,876) (804,100) - - (851,578) 42,026 (21,281) - (3,354,381) 22,000 (178,495) (297,996) (377,213) (1,258,027) (8,102,766) 988 (7,953) (1,257,039) (8,110,719) 124,538 (32,942) 124,538 (32,942) (1,132,501) (8,143,661) Cents Cents (0.62) (6.72) (0.62) (6.72) |
|---|---|
| 918,651 | |
| 483,748 2,261 (17,144) (1,607,473) (804,100) - 42,026 - 22,000 (297,996) |
|
| (1,258,027) 988 |
|
| (1,257,039) 124,538 |
|
| 124,538 | |
| (1,132,501) | |
| Cents (0.62) (0.62) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
18
Simble Solutions Limited and its controlled entities Consolidated statement of financial position As at 31 December 2020
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| Note Assets Current assets Cash and cash equivalents 9 Trade and other receivables 10 Inventories 11 Financial assets at fair value through profit or loss Finance lease receivable 13 Other assets 12 Total current assets Non-current assets Property, plant and equipment Finance lease receivable 13 Deferred tax 8 Other assets 12 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 14 Contract liabilities 15 Borrowings 16 Lease liabilities Income tax 8 Employee benefits Total current liabilities Non-current liabilities Contract liabilities 15 Borrowings 16 Lease liabilities Deferred tax 8 Employee benefits Total non-current liabilities Total liabilities Net liabilities Equity Issued capital 17 Shareholder capital 18 Reserves 19 Accumulated losses Total deficiency in equity |
Group 2020 2019 $ $ 791,541 705,452 310,705 480,775 47,688 122,975 - 24,651 228,367 - 205,769 222,671 1,584,070 1,556,524 403 - - 464,277 - 19,413 143,162 143,162 143,565 626,852 1,727,635 2,183,376 1,075,420 1,366,967 406,642 466,861 1,236,113 140,000 223,695 276,928 17,126 17,126 66,687 96,648 3,025,683 2,364,530 26,241 196,838 - 1,118,640 - 223,695 - 20,401 15,598 - 41,839 1,559,574 3,067,522 3,924,104 (1,339,887) (1,740,728) 23,079,120 21,543,678 - 137,100 3,110,113 2,850,575 (27,529,120) (26,272,081) (1,339,887) (1,740,728) |
|---|---|
| 1,584,070 | |
| 403 - - 143,162 |
|
| 143,565 | |
| 1,727,635 | |
| 1,075,420 406,642 1,236,113 223,695 17,126 66,687 |
|
| 3,025,683 | |
| 26,241 - - - 15,598 |
|
| 41,839 | |
| 3,067,522 | |
| (1,339,887) | |
| 23,079,120 - 3,110,113 (27,529,120) |
|
| (1,339,887) |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
19
Simble Solutions Limited and its controlled entities Consolidated statement of changes in equity For the year ended 31 December 2020
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| Group Balance at 1 January 2019 Loss after income tax expense for the year Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 17) Shares to be issued Balance at 31 December 2019 Group Balance at 1 January 2020 Loss after income tax benefit for the year Other comprehensive income for the year, net of tax Total comprehensive income/(loss) for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 17) Share-based payments (note 7) Balance at 31 December 2020 |
Issued capital $ 18,553,963 - - |
Shareholder capital $ - - - |
Reserves $ 2,883,517 - (32,942) |
Accumulated losses $ (18,161,362) (8,110,719) - |
Total deficiency in equity $ 3,276,118 (8,110,719) (32,942) |
|---|---|---|---|---|---|
| - 2,989,715 - |
- - 137,100 |
(32,942) - - |
(8,110,719) - - |
(8,143,661) 2,989,715 137,100 |
|
| 21,543,678 | 137,100 | 2,850,575 | (26,272,081) | (1,740,728) | |
| Issued capital $ 21,543,678 - - |
Shareholder capital $ 137,100 - - |
Reserves $ 2,850,575 - 124,538 |
Accumulated losses $ (26,272,081) (1,257,039) - |
Total deficiency in equity $ (1,740,728) (1,257,039) 124,538 |
|
| - 1,535,442 - |
- (137,100) - |
124,538 - 135,000 |
(1,257,039) - - |
(1,132,501) 1,398,342 135,000 |
|
| 23,079,120 | - | 3,110,113 | (27,529,120) | (1,339,887) |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
20
Simble Solutions Limited and its controlled entities Consolidated statement of cash flows For the year ended 31 December 2020
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| Note Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Research and development tax offset recovered Interest and other finance costs paid Income taxes refunded Net cash used in operating activities 29 Cash flows from investing activities Payments for property, plant and equipment Payments for software development capitalised Proceeds from disposal of investments Proceeds from release of security deposits Loans from related parties Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares, net of transaction costs 17 Proceeds from shareholder capital Proceeds from trade finance Repayment of trade finance Proceeds from borrowings Proceeds from sub-lease Repayment of lease liabilities Net cash from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year 9 |
Group 2020 2019 $ $ 1,463,854 1,622,443 (3,176,569) (5,231,949) (1,712,715) (3,609,506) 2,261 57,067 483,748 439,651 (297,996) (276,950) - 1,596 (1,524,702) (3,388,142) (403) - - (1,060,357) - 52,122 20,170 33,620 (34,652) - (14,885) (974,615) 1,398,342 2,989,715 - 137,100 - 240,000 (140,000) (100,000) 283,814 1,032,777 235,910 204,500 (276,928) (252,379) 1,501,138 4,251,713 (38,449) (111,044) 705,452 849,438 124,538 (32,942) 791,541 705,452 |
|---|---|
| (1,712,715) 2,261 483,748 (297,996) - |
|
| (1,524,702) | |
| (403) - - 20,170 (34,652) |
|
| (14,885) | |
| 1,398,342 - - (140,000) 283,814 235,910 (276,928) |
|
| 1,501,138 | |
| (38,449) 705,452 124,538 |
|
| 791,541 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
21
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 1. General information
The financial statements cover Simble Solutions Limited as a Group consisting of Simble Solutions Limited ('Company' or 'parent entity') and the entities it controlled at the end of, or during, the year (referred to in these financial statements as the 'Group'). The financial statements are presented in Australian dollars, which is Simble Solutions Limited's functional and presentation currency.
Simble Solutions Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
Registered office Principal place of business C/O Boardroom Pty Limited Level 2 Level 12 383 George Street 225 George Street Sydney NSW 2000 Sydney NSW 2000
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 31 March 2021. The directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, 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 Directors have prepared the financial report on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. The consolidated statement of profit or loss and other comprehensive income reflects a consolidated net loss of $1,256,462 (2019: net loss of $8,110,719) and the consolidated statement of cash flows shows net operating cash outflows of $1,531,365 (2019: net operating cash outflows of $3,388,142) for the year ended 31 December 2020. The consolidated statement of financial position shows net liabilities of $1,339,310 (2019: net liabilities of $1,740,728) as well as an excess of current liabilities over current assets of $1,441,036 (2019: excess of current liabilities over current assets of $808,006).
The Group has been through a process of significant restructure in 2019 in response to a number of external and internal factors, and whilst this activity was aimed at narrowing the focus to generating higher margin software revenues along with substantially reducing fixed costs to vastly improve the cash flow profile for the group, it has resulted in poor financial results for the period. These conditions give rise to a material uncertainty which may cast doubt over the Group’s ability to continue as a going concern.
The Directors have prepared a cash flow forecast for the Group through to 31 December 2021. The forecast assumes continuity of business and indicates that the Group will be able to pay its debts as and when they fall due after considering the following factors:
-
As at 31 December 2020, the Group had available cash resources of $785 thousand ('k'). As at 30 March 2021, the Group had available cash resources of $707k and accounts receivable of $129k;
-
The Group currently has contracted and recurring annual net revenues of approximately $1.148 million, being $762k in Australia and $386k in the UK;
22
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 2. Significant accounting policies (continued)
-
A research and development tax concession claim for the year ended 31 December 2020 is in the process of being prepared in respect of the UK entity. A conservative estimate of the amount to be claimed of GBP£100,000 (A$181,000) has been included in the cashflow forecast compared to the prior year amount received of GBP£172,000 (A$312,000). The Group will continue to incur expenditure that will give rise to such claims in the year ended 31 December 2021;
-
The Group has forecasted potential additional revenue opportunities of $1.274 million to eventuate over the forecasted period, from late stage existing proposals;
-
The impact of the COVID-19 pandemic is continually being assessed by the Group, and in particular the varied impact in the different geographies the Company operates in. Whilst it has been difficult to ascertain the specific financial impact of COVID-19, the Directors will continue to assess the situation as it continues;
-
The Group significantly reduced its recurring operating expenditure during 2019 and has maintained this during 2020 such that operating outgoings are currently limited to approximately $125k per month during 2021;
-
The Group has recognised contract liabilities where software subscriptions have been received in advance and assumes that SaaS revenue will continue to be recognised over the term of the subscription period. Under the terms of the software subscription, if the agreement is terminated by the customer prior to the end of the subscription period, the Company is not required to refund any subscription fees. If the agreement is terminated by the Company prior to the end of the subscription period, the Company is required to provide a pro-rata refund of fees paid in advance;
-
● The Group assumes that the current lease liabilities will continue to be offset by the finance lease receivable until both leases expire in August 2021;
-
In March 2021 the Group secured agreement to convert $1.18 million of convertible note debt to equity subject to shareholder approval at the 2021 Annual General Meeting (AGM) in May 2021. The conversion will extinguish $1.18 million from current liabilities thereby significantly improving the Group’s balance sheet. The Directors believe that the conversion of debt to equity is in the best interests of all shareholders and will be supported at the 2021 AGM. Remaining convertible notes will have an outstanding value of $111k (including capitalised interest) at December 2021, repayment of which has been factored into the cash flow forecast;
-
The Group is at various stages of negotiations with a number of existing customers including Energy Allies, Energy & Carbon Solutions, Mirvac, MTA Energy, Harvey Norman Commercial Division, GA Harper, Powercor, Sylvania Lighting and UCR Consultants and it is expected that these negotiations will result in additional revenue, under existing agreements, to be earned by the Group within the next 12 months;
-
The augmentation of the existing contracted and recurring revenues by modest additional revenues from sources noted above are expected to result in the Group achieving its aim of becoming self-sustaining, cash flow positive, and profitable during the period; and
-
The Group may undertake further capital raisings in the case that only contracted revenues and annual subscription renewal revenue eventuates, and has demonstrated its ability to do so on previous occasions with continued strong support from existing shareholders.
The Directors are confident that the Group will achieve successful outcomes in relation to the above matters, and that it is therefore appropriate to prepare the financial statements on the going concern basis and that the Group will be able to pay its debts as and when they become due and payable from available cash resources, operating cash flows and additional capital to be raised.
However, if the initiatives and further capital raisings stated above do not eventuate, such circumstances would indicate the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern.
The consolidated financial report does not include any adjustments relating to the recoverability and classifications of recorded asset amounts or to the amount and classification of liabilities that might be necessary should the Group not continue as a going concern.
Significant accounting policies
The following significant accounting policies are relevant to the Group:
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').
23
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 2. Significant accounting policies (continued)
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 27.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Simble Solutions Limited ('Company' or 'parent entity') as at 31 December 2020 and the results of all subsidiaries for the year then ended. Simble Solutions Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and noncontrolling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Simble Solutions Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 2. Significant accounting policies (continued)
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.
Revenue is recognised over time if:
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the customer simultaneously receives and consumes the benefits as the entity performs; or
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the customer controls the asset as the entity creates or enhances it; or
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the seller’s performance does not create an asset for which the seller has an alternative use and there is a right to payment for performance to date.
Where the above criteria are not met, revenue is recognised at a point in time. The Group does not offer material discounts or rebates, and all products and services are sold separately.
The Group recognises revenue predominantly from the following:
Software as a service revenue
The Group offers several cloud-based SaaS products which are accessible via a web browser. The Group provides customers access to an online portal for the subscription period as specified in contracts.
SaaS revenue is recognised over time as the Group provides a continuous service of making the online portal available during the subscription period and customers simultaneously receive and consume the benefits provided to them by the Group.
Sale of hardware
The Group also sells certain hardware being energy metering devices. In some cases, for practical expedience, sale of hardware may be governed by the same legal contract with a customer as sale of SaaS. However, these are considered separate performance obligations because the hardware and services are sold separately. The sales are independent of each other and customers benefit from the sale of hardware and sale of SaaS either on its own or together with other resources that are readily available to a customer.
Revenue for sale of hardware is recognised at a point in time when a delivery of the hardware to a customer is completed.
The transaction price for sale of hardware is fixed in the contracts.
Management has considered the right of return of hardware by customers and concluded that the impact is not material as at the balance date.
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 2. Significant accounting policies (continued)
Sale of access to research reports database
The Group offers subscription-based services being access to a research reports database for the subscription period as specified in contracts.
Revenue from sales of access to the research reports database is recognised over time as the Group provides a continuous service of making the database available during the subscription period and customers simultaneously receive and consume the benefits provided to them by the Group.
Other revenue
Other revenue predominantly consists of ad hoc consulting assignments for which revenue is generally recognised as and when the service is provided.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Research and development tax refund
The Group has adopted the income approach to accounting for research and development tax offsets pursuant to AASB 120 'Accounting for Government Grant and Disclosure of Government Assistance' whereby the incentive is recognised in profit or loss on a systematic basis over the periods in which the Group recognises the eligible expenses.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
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When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
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When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 2. Significant accounting policies (continued)
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Inventories
Stock on hand is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 2. Significant accounting policies (continued)
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows:
Leasehold improvements Over the period of the lease Computer equipment 1 to 2 years Office equipment 2 to 5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Finance lease receivable
When the Group enters into a sublease the right-of-use asset relating to the head lease is derecognised and the Group recognises the net investment in the sublease. Any differences between the right-of-use asset and the net investment in the sublease is recognised in the statement of profit or loss and other comprehensive income. During the term of the sublease the Group recognises finance income on the sublease and an interest expense on the head lease.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Customer contracts
Customer contracts acquired in a business combination are amortised on a straight-line basis over the period of their expected benefit, being their finite life of 5 years.
Software
Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 5 years.
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 2. Significant accounting policies (continued)
Research and development costs
Research expenditure is recognised as an expense when incurred.
An internally generated intangible asset arising from development is recognised if, and only if, it can be demonstrated that:
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(a) the technical feasibility of completing the intangible asset so that it will be available for use or sale;
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(b) its intention to complete the intangible asset and use or sell it;
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(c) its ability to use or sell the intangible asset;
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(d) how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;
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(e) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
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(f) its ability to measure reliably the expenditure attributable to the intangible asset during its development.
Development costs in respect of enhancements on existing suites of software applications are capitalised and written off over three years.
At each balance date, a review of the carrying value of the capitalised development cost carried forward is undertaken to ensure the carrying amount is recoverable from future revenue generated from the sale of that software.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the Group has transferred the goods or services to the customer.
Borrowings
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an equivalent non-convertible bond and this amount is carried as a non-current liability using the amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance cost. The carrying amount of the conversion option is not remeasured in the subsequent years. The corresponding interest on convertible notes is expensed to profit or loss.
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 2. Significant accounting policies (continued)
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using appropriate option pricing models that take into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
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during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
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from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 2. Significant accounting policies (continued)
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 2. Significant accounting policies (continued)
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Simble Solutions Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 31 December 2020. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the Group based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Group operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the Group unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 3. Critical accounting judgements, estimates and assumptions (continued)
Capitalisation of development costs
The Group has adopted a policy for capitalising development costs only for products for which an assessment is made that the product is technically feasible and will generate defined economic benefits for the Group going forward. The capitalised costs are subsequently amortised over the expected useful life of the product, which is estimated to be three years. The Group does not believe that the criteria for capitalisation has been met in the current financial year therefore development costs have been expensed.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment. The current incremental borrowing rate that applied to lease liabilities at 1 January 2019 was 5%.
Note 4. Operating segments
Identification of reportable operating segments
The Group operates in one segment, based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.
As a result, the operating segment information is disclosed in the statement and notes to the financial statements.
Major customers
During the year, UCR Consultants contributed 28.6% of external sales. During the previous year, UCR Consultants contributed 14.8% of external sales.
Note 5. Revenue
| Rendering of services and sale of goods Other revenue Total revenue |
Group 2020 2019 $ $ 1,447,922 1,721,611 - 61,074 |
Group 2020 2019 $ $ 1,447,922 1,721,611 - 61,074 |
|---|---|---|
| 1,447,922 | 1,782,685 |
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 5. Revenue (continued)
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
| Major product lines Energy Mobility and other Wise-Owl Geographical regions Australia United Kingdom New Zealand Timing of revenue recognition Goods and services transferred over time Goods and services transferred at a point in time Note 6. Other income Research and development tax incentive Other income Other income |
Group 2020 2019 $ $ 890,009 795,490 548,587 987,195 9,326 - |
Group 2020 2019 $ $ 890,009 795,490 548,587 987,195 9,326 - |
|---|---|---|
| 1,447,922 | 1,782,685 | |
| 952,885 495,037 - |
1,346,687 413,222 22,776 |
|
| 1,447,922 | 1,782,685 | |
| 1,339,662 108,260 |
1,440,508 342,177 |
|
| 1,447,922 | 1,782,685 | |
| Group 2020 2019 $ $ 302,541 307,259 181,207 - |
||
| 483,748 | 307,259 |
Note 6. Other income
34
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 7. Expenses
| Loss before income tax includes the following specific expenses: Administration Short-term lease payments Employee benefits expense Superannuation Share-based payments expense Depreciation Amortisation General administration and other Total administration Finance costs Interest and finance charges paid/payable on borrowings Interest and finance charges paid/payable on lease liabilities Finance costs expensed Note 8. Income tax Income tax expense/(benefit) Current tax Deferred tax - origination and reversal of temporary differences Aggregate income tax expense/(benefit) Deferred tax included in income tax expense/(benefit) comprises: Decrease/(increase) in deferred tax assets Increase/(decrease) in deferred tax liabilities Deferred tax - origination and reversal of temporary differences Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate Loss before income tax (expense)/benefit Tax at the statutory tax rate of 27.5% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Impairment of goodwill Impairment of assets Capital raising costs Current year tax losses not recognised Income tax expense/(benefit) |
Group 2020 2019 $ $ 34,503 30,861 656,350 1,225,849 83,429 133,676 135,000 - - 46,349 - 760,936 698,191 2,562,205 1,607,473 4,759,876 279,200 362,813 18,796 14,400 297,996 377,213 Group 2020 2019 $ $ - 6,965 (988) 988 (988) 7,953 19,413 (19,413) (20,401) 20,401 (988) 988 (1,258,027) (8,102,766) (345,957) (2,228,261) - 234,184 - 922,454 (6,050) 49,086 (352,007) (1,022,537) 351,019 1,030,490 (988) 7,953 |
|---|---|
| (988) | |
| 19,413 (20,401) |
|
| (988) | |
| (1,258,027) | |
| (345,957) - - (6,050) |
|
| (352,007) 351,019 |
|
| (988) |
Note 8. Income tax
35
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 8. Income tax (continued)
| Deferred tax asset Deferred tax asset comprises temporary differences attributable to: Amounts recognised in profit or loss: Right-of-use asset and lease liability Deferred tax asset Movements: Opening balance Credited/(charged) to profit or loss Closing balance |
Group 2020 2019 $ $ - 19,413 - 19,413 19,413 - (19,413) 19,413 - 19,413 |
|---|---|
| - | |
| 19,413 (19,413) |
|
| - |
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised.
The above deferred tax assets will be recognised in the accounts once the Group can demonstrate that it is probable that the tax benefit will be utilised within the foreseeable future.
| Deferred tax liability Deferred tax liability comprises temporary differences attributable to: Amounts recognised in profit or loss: Right-of-use asset and lease liability Deferred tax liability Movements: Opening balance Charged/(credited) to profit or loss Closing balance Provision for income tax Provision for income tax |
Group 2020 2019 $ $ - 20,401 - 20,401 20,401 - (20,401) 20,401 - 20,401 Group 2020 2019 $ $ 17,126 17,126 |
|---|---|
36
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 9. Cash and cash equivalents
| Current assets Cash at bank Cash on deposit |
Group 2020 2019 $ $ 740,155 654,088 51,386 51,364 |
Group 2020 2019 $ $ 740,155 654,088 51,386 51,364 |
|---|---|---|
| 791,541 | 705,452 |
The above figures are reconciled to cash and cash equivalents at the end of the financial period in the statement of cash flows as shown above.
Note 10. Trade and other receivables
| Current assets Trade receivables Less: Allowance for expected credit losses Other receivables Amounts receivable from other related party, Wise-Owl.com Pty Limited Goods and services tax recoverable |
Group 2020 2019 $ $ 179,002 273,577 (7,019) (49,045) |
Group 2020 2019 $ $ 179,002 273,577 (7,019) (49,045) |
|---|---|---|
| 171,983 | 224,532 | |
| 33,561 34,652 70,509 |
30,745 - 225,498 |
|
| 310,705 | 480,775 |
Allowance for expected credit losses
The Group has recognised a recovery of $42,026 (2019: $21,281) in profit or loss in respect of expected credit losses for the year ended 31 December 2020.
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
| Expected credit loss rate 2020 2019 Group % % Not overdue - 21% 0 to 30 days overdue - 11% 30 to 60 days overdue - - 60 to 90 days overdue - - Over 90 days overdue 18% 13% |
Carrying amount 2020 2019 $ $ 64,072 197,491 69,238 44,704 4,974 4,296 1,265 10,570 39,453 16,516 |
Carrying amount 2020 2019 $ $ 64,072 197,491 69,238 44,704 4,974 4,296 1,265 10,570 39,453 16,516 |
Allowance for expected credit losses 2020 2019 $ $ - 42,026 - 4,884 - - - - 7,019 2,135 |
Allowance for expected credit losses 2020 2019 $ $ - 42,026 - 4,884 - - - - 7,019 2,135 |
|---|---|---|---|---|
| 179,002 | 273,577 | 7,019 | 49,045 |
37
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 10. Trade and other receivables (continued)
Movements in the allowance for expected credit losses are as follows:
| Opening balance Additional provisions recognised Unused amounts reversed Closing balance Note 11. Inventories Current assets Stock on hand - at cost Note 12. Other assets Current assets Prepayments Security deposits Non-current assets Other deposits Note 13. Finance lease receivable Current assets Finance lease receivable Non-current assets Finance lease receivable |
Group 2020 2019 $ $ 49,045 41,179 - 21,281 (42,026) (13,415) |
Group 2020 2019 $ $ 49,045 41,179 - 21,281 (42,026) (13,415) |
|---|---|---|
| 7,019 | 49,045 | |
| Group 2020 2019 $ $ 47,688 122,975 |
||
| Group 2020 2019 $ $ 202,452 199,184 3,317 23,487 |
||
| 205,769 | 222,671 | |
| 143,162 | 143,162 | |
| 348,931 | 365,833 | |
| Group 2020 2019 $ $ 228,367 - |
||
| - | 464,277 | |
| 228,367 | 464,277 |
38
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 13. Finance lease receivable (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
| Group Balance at 1 January 2019 Finance lease receivable recognised at 1 March 2019 Sub-lease payments received Balance at 31 December 2019 Sub-lease payments received Balance at 31 December 2020 |
$ - 668,777 (204,500) |
|---|---|
| 464,277 (235,910) |
|
| 228,367 |
Note 14. Trade and other payables
| Current liabilities Trade payables Amounts payable to other related party, Wise-Owl.com Pty Limited Accrued expenses Other payables |
Group 2020 2019 $ $ 413,212 580,527 166,341 - 154,875 196,797 340,992 589,643 |
Group 2020 2019 $ $ 413,212 580,527 166,341 - 154,875 196,797 340,992 589,643 |
|---|---|---|
| 1,075,420 | 1,366,967 |
Refer to note 21 for further information on financial instruments.
Note 15. Contract liabilities
| Current liabilities Contract liabilities - deferred revenue Non-current liabilities Contract liabilities - deferred revenue Reconciliation Reconciliation of the written down values at the beginning and end of the current and previous financial year are set out below: Opening balance Payments received in advance Transfer to revenue Closing balance |
Group 2020 2019 $ $ 406,642 466,861 |
Group 2020 2019 $ $ 406,642 466,861 |
|---|---|---|
| 26,241 | 196,838 | |
| 432,883 | 663,699 | |
| 663,699 519,552 (750,368) |
1,010,599 747,446 (1,094,346) |
|
| 432,883 | 663,699 |
39
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 15. Contract liabilities (continued)
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $432,883 as at 31 December 2020 ($663,699 as at 31 December 2019) and is expected to be recognised as revenue in future periods as follows:
| Within 12 months 24 to 36 months Note 16. Borrowings Current liabilities Trade finance Convertible notes payable Non-current liabilities Convertible notes payable |
Group 2020 2019 $ $ 406,642 466,861 26,241 196,838 |
Group 2020 2019 $ $ 406,642 466,861 26,241 196,838 |
|---|---|---|
| 432,883 | 663,699 | |
| Group 2020 2019 $ $ - 140,000 1,236,113 - |
||
| 1,236,113 | 140,000 | |
| - | 1,118,640 | |
| 1,236,113 | 1,258,640 |
Note 16. Borrowings
Refer to note 21 for further information on financial instruments.
Convertible notes payable
During the previous year, the Company issued convertible notes.
The notes can be converted to ordinary shares by the noteholder delivering a conversion notice to the Company and may convert all or part of the notes between the date of issue and 31 December 2021. A noteholder is not entitled to redeem the notes before 31 December 2021 and has no right to convert the notes unless and until the issuer obtains shareholder approval. If approved, the number of shares to be issued on conversion of the notes will be calculated by dividing the number of notes to be converted by $0.15. Interest is payable on the notes at a rate of 10% per annum with interest accruing daily.
Total secured liabilities
The total secured liabilities are as follows:
| Group | |||
|---|---|---|---|
| 2020 | 2019 | ||
| $ | $ | ||
| Trade finance | - | 140,000 |
Assets pledged as security
The trade finance is secured over the Group's related trade assets.
40
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 17. Issued capital
| 2020 Shares Ordinary shares - fully paid 238,264,534 Movements in ordinary share capital Details Date Balance 1 January 2019 Issue of shares 1 August 2019 Issue of shares 24 September 2019 Issue of shares 5 November 2019 Share issue transaction costs Balance 31 December 2019 Issue of shares (December 2019 tranche 1) 6 January 2020 Issue of shares (March placement) 23 March 2020 Issue of shares (SPP) 30 March 2020 Issue of shares (December 2019 tranche 2) 8 May 2020 Issue of shares (October placement) 8 October 2020 Share issue transaction costs Balance 31 December 2020 |
2020 Shares 238,264,534 |
Group 2019 2020 Shares $ 163,060,417 23,079,120 |
Group 2019 2020 Shares $ 163,060,417 23,079,120 |
2019 $ 21,543,678 |
|
|---|---|---|---|---|---|
| Shares 103,248,334 25,812,083 12,000,000 22,000,000 - |
Issue price $0.050 $0.050 $0.050 $0.000 $0.025 $0.018 $0.016 $0.025 $0.023 $0.000 |
$ 18,553,963 1,290,604 600,000 1,100,000 (889) |
|||
| 163,060,417 6,284,000 20,833,335 7,237,500 4,400,000 36,449,282 - |
21,543,678 157,100 375,000 115,800 110,000 838,333 (60,791) |
||||
| 238,264,534 | 23,079,120 |
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current Company's share price at the time of the investment. The Group is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.
The capital risk management policy remains unchanged from the 31 December 2019 Annual Report.
41
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 18. Shareholder capital
| Shares to be issued | Group 2020 2019 $ $ - 137,100 |
|---|---|
On 18 December 2019, the Company announced completion of a $280,000 placement to investors to settle in two tranches after the end of the financial year. As at 31 December 2019, $137,100 in respect of tranche 1 had been received by the Company. The tranche was completed on 6 January 2020 following the issue of 6,284,000 fully paid ordinary shares.
Note 19. Reserves
| Foreign currency translation reserve Share-based payments reserve Common control reserve |
Group 2020 2019 $ $ (26,723) (151,261) 2,886,000 2,751,000 250,836 250,836 |
Group 2020 2019 $ $ (26,723) (151,261) 2,886,000 2,751,000 250,836 250,836 |
|---|---|---|
| 3,110,113 | 2,850,575 |
Foreign currency translation reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.
Common control reserve
The common control reserve represents the excess of the book value of the net assets over the purchase price of the Simble Group entities acquired. As this transaction involved entities under common control, the Directors have elected for the respective assets and liabilities of the companies acquired to be recognised at book value of these companies as at the date of acquisition.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
| Group Balance at 1 January 2019 Foreign currency translation Balance at 31 December 2019 Foreign currency translation Share-based payments Balance at 31 December 2020 |
Foreign currency translation $ (118,319) (32,942) |
Share-based payments $ 2,751,000 - |
Common control $ 250,836 - |
Total $ 2,883,517 (32,942) |
|---|---|---|---|---|
| (151,261) 124,538 - |
2,751,000 - 135,000 |
250,836 - - |
2,850,575 124,538 135,000 |
|
| (26,723) | 2,886,000 | 250,836 | 3,110,113 |
42
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 20. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 21. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk to determine market risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance reports to the Board on a regular basis.
Market risk
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group is not exposed to any significant interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group sets appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forwardlooking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year.
The Group is not exposed to any significant credit risk.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
43
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 21. Financial instruments (continued)
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
| Weighted average interest rate Group - 2020 % Non-derivatives Non-interest bearing Trade payables - Other payables - Payable to related parties - Interest-bearing - fixed rate Convertible notes 10.00% Lease liability 5.00% Total non-derivatives Weighted average interest rate Group - 2019 % Non-derivatives Non-interest bearing Trade payables - Other payables - Interest-bearing - variable Trade finance - Interest-bearing - fixed rate Convertible notes 10.00% Lease liability 5.00% Total non-derivatives |
1 year or less $ 413,212 358,403 166,341 1,236,113 223,695 |
Between 1 and 2 years $ - - - - - |
Between 2 and 5 years $ - - - - - |
Over 5 years $ - - - - - |
Remaining contractual maturities $ 413,212 358,403 166,341 1,236,113 223,695 |
|---|---|---|---|---|---|
| 2,397,764 | - | - | - | 2,397,764 | |
| 1 year or less $ 580,527 589,643 140,000 103,278 295,724 |
Between 1 and 2 years $ - - - 1,136,055 228,381 |
Between 2 and 5 years $ - - - - - |
Over 5 years $ - - - - - |
Remaining contractual maturities $ 580,527 589,643 140,000 1,239,333 524,105 |
|
| 1,709,172 | 1,364,436 | - | - | 3,073,608 |
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Note 22. Fair value measurement
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.
44
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 23. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Group is set out below:
| Short-term employee benefits Post-employment benefits Share-based payments |
Group 2020 2019 $ $ 633,583 911,966 18,617 28,173 129,000 - |
Group 2020 2019 $ $ 633,583 911,966 18,617 28,173 129,000 - |
|---|---|---|
| 781,200 | 940,139 |
Note 24. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by William Buck, the auditor of the Company:
| Audit services - William Buck Audit or review of the financial statements |
Group 2020 2019 $ $ 68,750 85,000 |
|---|---|
There were no other services performed by the auditor during the year ended 31 December 2020 or 31 December 2019.
Note 25. Contingent liabilities
The Group has no contingent liabilities at 31 December 2020 and 31 December 2019.
Note 26. Related party transactions
Parent entity
Simble Solutions Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 28.
Key management personnel
Disclosures relating to key management personnel are set out in note 23 and the remuneration report included in the directors' report.
45
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 26. Related party transactions (continued)
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
| Group | ||
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| Current receivables: | ||
| Trade receivables from other related party, Wise-Owl.com Pty Limited | 34,652 | - |
| Current payables: | ||
| Trade payable to other related party, Wise-Owl.com Pty Limited | 166,341 | 34,842 |
Loans to/from related parties |
||
| There were no loans to or from related parties at the current and previous reporting date. |
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 27. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
| Loss after income tax Total comprehensive loss Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Shareholder capital Share-based payments reserve Accumulated losses Total equity |
Parent 2020 2019 $ $ (1,528,206) (2,974,942) |
Parent 2020 2019 $ $ (1,528,206) (2,974,942) |
|---|---|---|
| (1,528,206) | (2,974,942) | |
| Parent 2020 2019 $ $ 754,939 325,954 |
||
| 5,509,080 | 5,936,353 | |
| 1,992,364 | 1,179,497 | |
| 2,007,962 | 2,440,358 | |
| 23,079,107 - 2,886,000 (22,463,989) |
21,543,678 137,100 2,751,000 (20,935,783) |
|
| 3,501,118 | 3,495,995 |
46
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 27. Parent entity information (continued)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 31 December 2020 and 31 December 2019.
Contingent liabilities
The parent entity had no contingent liabilities as at 31 December 2020 and 31 December 2019.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 31 December 2020 and 31 December 2019.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following:
-
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
-
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.
Note 28. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2:
| Ownership | interest | ||
|---|---|---|---|
| Principal place of business / | 2020 | 2019 | |
| Name | Country of incorporation | % | % |
| Acresta Digital Pty Limited | Australia | 100% | 100% |
| Acresta Innovations Pty Limited | Australia | 100% | 100% |
| Simble Energy Pty Limited | Australia | 100% | 100% |
| Simble Holdings (Hong Kong) Limited | Hong Kong | 100% | 100% |
| Simble Mobility Pty Limited | Australia | 100% | 100% |
| Simble Solutions (Hong Kong) Limited | Hong Kong | 100% | 100% |
| Simble Solutions (NZ) Limited | New Zealand | 100% | 100% |
| Simble Solutions (UK) Limited | United Kingdom | 100% | 100% |
| Simble Solutions (Vietnam) Ltd | Vietnam | 100% | 100% |
| Simble Solutions IP Pty Limited | Australia | 100% | 100% |
| Wise-Owl Holdings Pty Limited |
Australia | 100% | 100% |
47
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 29. Cash flow information
Reconciliation of loss after income tax to net cash used in operating activities
| Loss after income tax (expense)/benefit for the year Adjustments for: Depreciation and amortisation Impairment of goodwill Impairment of intangibles Net fair value loss on investments Share-based payments Non-operating finance costs on borrowings Non-operating finance costs on lease liabilities Other Change in operating assets and liabilities: Decrease in trade and other receivables Decrease/(increase) in inventories Decrease/(increase) in deferred tax assets Decrease/(increase) in prepayments Increase/(decrease) in trade and other payables Decrease in contract liabilities Increase in provision for income tax Increase/(decrease) in deferred tax liabilities Decrease in employee benefits Decrease in other operating liabilities Net cash used in operating activities |
Group 2020 2019 $ $ (1,257,039) (8,110,719) - 807,285 - 851,578 - 3,354,381 24,651 - 135,000 - - 85,863 - 14,400 - 1,821 204,722 108,389 75,287 (92,640) 19,413 (19,413) (3,268) 69,384 (457,888) 131,318 (230,816) (346,896) - 8,561 (20,401) 20,401 (14,363) (82,673) - (189,182) |
Group 2020 2019 $ $ (1,257,039) (8,110,719) - 807,285 - 851,578 - 3,354,381 24,651 - 135,000 - - 85,863 - 14,400 - 1,821 204,722 108,389 75,287 (92,640) 19,413 (19,413) (3,268) 69,384 (457,888) 131,318 (230,816) (346,896) - 8,561 (20,401) 20,401 (14,363) (82,673) - (189,182) |
|---|---|---|
| (1,524,702) | (3,388,142) |
Changes in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of cash flow as cash flows from financing activities.
| Group Balance at 1 January 2019 Net cash from/(used in) financing activities Changes from adoption of new accounting policy Other changes Balance at 31 December 2019 Net cash from/(used in) financing activities Balance at 31 December 2020 |
Trade finance (note 16) $ - 140,000 - - |
Convertible notes (note 16) $ - 1,032,777 - 85,863 |
Payables to related parties $ - - - - |
Lease liabilities $ - (252,379) 753,002 - |
Total $ - 920,398 753,002 85,863 |
|---|---|---|---|---|---|
| 140,000 (140,000) |
1,118,640 117,473 |
- 166,341 |
500,623 (276,928) |
1,759,263 (133,114) |
|
| - | 1,236,113 | 166,341 | 223,695 | 1,626,149 |
48
Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 30. Share-based payments
Incentive Option and Performance Rights Plan
The Group has adopted an Incentive Option and Performance Rights Plan ('Incentive Plan').
The Incentive Plan is open to eligible participants of the Company or any of its subsidiaries who the Board designates as being eligible.
Performance Rights and Share options will be offered to eligible participants for no consideration under the Incentive Plan.
The Simble Wealth Creation Scheme
On 14 May 2018, the Company granted 4,495,750 Zero Exercise Price Options to certain management personnel ('Options') for nil cash consideration under the Simble Wealth Creation Scheme ('SWCS').
Pursuant to the SWCS, each Option will convert to one fully paid ordinary share in the Company on the vesting date of 31 March 2023 subject to:
-
Consecutive service till the vesting date;
-
Compound EBITDA growth to $5 million or 125% by 31 December 2021. The starting point is $1 million; and
-
Compound share price growth to $0.80 per share or 100% by 31 December 2021. The starting point is the original issue price of $0.20.
Shares in the Company were issued at the IPO on 22 February 2018 at 20 cents per share.
The Incentive Options and Performance Rights Plan
On 18 December 2020, the Company granted 7,500,000 $0.05 Options and 5,000,000 $0.08 Options to certain directors, key management personnel and staff for nil cash consideration under the Incentive Options and Performance Rights Plan ('IOPR').
Pursuant to the IOPR, each option vests immediately and can be exercised at any time up to the expiry date of 31 December 2023.
Set out below are summaries of options granted under the plans:
| 2020 Exercise Grant date Expiry date price 14/05/2018 31/03/2023 $0.000 18/12/2020 31/12/2023 $0.050 18/12/2020 31/12/2023 $0.080 2019 Exercise Grant date Expiry date price 14/05/2018 31/03/2023 $0.000 |
Balance at the start of the year 3,500,000 - - |
Granted - 7,500,000 5,000,000 |
Exercised - - - |
Expired/ forfeited/ other - - - |
Balance at the end of the year 3,500,000 7,500,000 5,000,000 |
|---|---|---|---|---|---|
| 3,500,000 | 12,500,000 | - | - | 16,000,000 | |
| Balance at the start of the year 4,495,750 |
Granted - |
Exercised - |
Expired/ forfeited/ other (995,750) |
Balance at the end of the year 3,500,000 |
|
| 4,495,750 | - | - | (995,750) | 3,500,000 |
The weighted average share price during the financial year was $0.022 (2019: $0.057).
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.0 years (2019: 3.25 years).
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Simble Solutions Limited and its controlled entities Notes to the consolidated financial statements 31 December 2020
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Note 30. Share-based payments (continued)
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| Share price Exercise Expected Dividend Grant date Expiry date at grant date price volatility yield 18/12/2020 31/12/2023 $0.034 $0.050 80.00% - 18/12/2020 31/12/2023 $0.034 $0.080 80.00% - Note 31. Loss per share Loss after income tax attributable to the owners of Simble Solutions Limited Weighted average number of ordinary shares used in calculating basic loss per share Weighted average number of ordinary shares used in calculating diluted loss per share Basic loss per share Diluted loss per share |
Risk-free Fair value interest rate at grant date 0.21% $0.012 0.21% $0.009 Group 2020 2019 $ $ (1,257,039) (8,110,719) |
Risk-free Fair value interest rate at grant date 0.21% $0.012 0.21% $0.009 Group 2020 2019 $ $ (1,257,039) (8,110,719) |
|---|---|---|
| Number 202,228,087 |
Number 120,710,762 |
|
| 202,228,087 | 120,710,762 | |
| Cents (0.62) (0.62) |
Cents (6.72) (6.72) |
No dilution has been included as losses were incurred in the current and previous period.
Note 32. Events after the reporting period
In March 2021 the Group secured agreement to convert $1.18 million of convertible note debt to equity subject to shareholder approval at the 2021 Annual General Meeting (AGM) in May 2021. The conversion will extinguish $1.18 million from current liabilities thereby significantly improving the Group’s balance sheet. The Directors believe that the conversion of debt to equity is in the best interests of all shareholders and will be supported at the 2021 AGM.
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.
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Simble Solutions Limited and its controlled entities Directors' declaration 31 December 2020
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In the directors' opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
-
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 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.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
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_________ Ben Loiterton Chairman
31 March 2021 Sydney
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Simble Solutions Limited
Independent auditor’s report to members
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Simble Solutions Limited. (the Company and its subsidiaries [the Group]), which comprises the consolidated statement of financial position as at 31 December 2020, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its financial performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants including Independence Standards (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
ACCOUNTANTS & ADVISORS
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty on Going Concern
We also draw attention to Note 2 & Note 32 in the financial report, which indicates that the Group incurred a net loss of $1,257,039 (2019: $8,110,719) during the year ended 31 December 2020, and, as of that date, the Group has a current working capital deficiency of $1,441,613 (2019: $808,006) and a net liability position of $1,339,887 (2019: net liability $1,740,728). As stated in Note 2 and Note 32, these events or conditions, along with other matters as set forth in Note 2 and Note 32, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Sydney Office Level 29, 66 Goulburn Street Sydney NSW 2000
Parramatta Office Level 7, 3 Horwood Place Parramatta NSW 2150
Telephone: +61 2 8263 4000 williambuck.com
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William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation. (WB013_2007)
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Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.
| Revenue Recognition | |
|---|---|
| Area of focus | How our audit addressed it |
| The Group sells a number of products and services to its customers across the globe. Sales contracts contain various performance milestones and other terms that determine when the performance milestones have been met. Disclosure in Note 2 provides additional information on how the Group accounts for its revenue. |
Our audit procedures included: —Testing a sample of the sales transactions from each revenue stream for compliance with the Groups accounting policies Australian Accounting Standards; and —Performed analytical procedures to identify and evaluate a sample of manual and automatic journal entries; and —Traced revenue information to accounting records and other supporting documentation. We assessed the adequacy of the Group’s disclosures in respect of the Revenue Recognition. |
Other Information
The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 31 December 2020 but does not include the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Group are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
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Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of these financial statements is located at the Auditing and Assurance Standards Board website at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our independent auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 9 to 14 of the directors’ report for the year ended 31 December 2020.
In our opinion, the Remuneration Report of Simble Solutions Limited, for the year ended 31 December 2020, complies with section 300A of the Corporations Act 2001 .
Responsibilities
The directors of the Group are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
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William Buck
Accountants & Advisors ABN: 16 021 300 521
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L.E. Tutt
Partner Sydney, 31 March 2021
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Simble Solutions Limited and its controlled entities Shareholder information 31 December 2020
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The shareholder information set out below was applicable as at 23 March 2021.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
| 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel Equity security holders |
Ordinary shares % of total Number shares of holders issued 23 - 31 0.04 79 0.29 351 6.21 225 93.46 |
Ordinary shares % of total Number shares of holders issued 23 - 31 0.04 79 0.29 351 6.21 225 93.46 |
Options over ordinary shares % of total Number shares of holders issued - - - - - - 3 0.23 51 99.77 |
Options over ordinary shares % of total Number shares of holders issued - - - - - - 3 0.23 51 99.77 |
|---|---|---|---|---|
| 709 | 100.00 | 54 | 100.00 | |
| 156 | 0.45 | - | - | |
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
| DR DANIEL TILLETT VELASCO S A THMG HOLDINGS PTY LTD (THMG A/C) HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED DR LASZLO MIKLOS IRINYI HONGMEN CAPITAL HOLDINGS PTY LTD MR PHILIP TYE BNP PARIBAS NOMINEES PTY LTD (IB AU NOMS RETAILCLIENT DRP) MR MARK PHILLIP JUAN UCR CONSULTANTS LIMITED CITICORP NOMINEES PTY LIMITED MR BILL KATSAROS DRHM PTY LTD (DURHAM FAMILY A/C) SANZAN PTY LIMITED (EMANFIN A/C) MISS MENGJIAO ZHAO OB CAPITAL LTD INCIPIENT CAPITAL LIMITED FUSHENG INVESTMENTS LIMITED MINOSA LTD ORIENTAL COOL PTY LTD |
Ordinary shares % of total shares Number held issued 23,606,903 9.62 20,000,000 8.15 18,537,944 7.56 17,366,783 7.08 8,233,000 3.36 7,869,566 3.21 7,810,508 3.18 7,201,374 2.94 5,629,920 2.30 5,555,556 2.26 4,412,743 1.80 3,971,389 1.62 3,777,778 1.54 2,973,914 1.21 2,930,000 1.19 2,680,122 1.09 2,601,825 1.06 2,500,000 1.02 2,221,080 0.91 2,000,000 0.82 |
Ordinary shares % of total shares Number held issued 23,606,903 9.62 20,000,000 8.15 18,537,944 7.56 17,366,783 7.08 8,233,000 3.36 7,869,566 3.21 7,810,508 3.18 7,201,374 2.94 5,629,920 2.30 5,555,556 2.26 4,412,743 1.80 3,971,389 1.62 3,777,778 1.54 2,973,914 1.21 2,930,000 1.19 2,680,122 1.09 2,601,825 1.06 2,500,000 1.02 2,221,080 0.91 2,000,000 0.82 |
|---|---|---|
| 151,880,405 | 61.92 |
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Simble Solutions Limited and its controlled entities Shareholder information 31 December 2020
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Unquoted equity securities
| Unquoted equity securities | ||
|---|---|---|
| Number | Number | |
| on issue | of holders | |
| Options over ordinary shares issued | 65,039,803 | 54 |
| Convertible notes | 1,027,000 | 7 |
Substantial holders |
||
| Substantial holders in the Company are set out below: | ||
| Ordinary | shares | |
| % of total | ||
| shares | ||
| Number held | issued | |
| DR DANIEL TILLETT | 23,606,903 | 9.62 |
| VELASCO S A | 20,000,000 | 8.15 |
| THMG HOLDINGS PTY LTD (THMG A/C) | 18,537,944 | 7.56 |
| HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED | 17,366,783 | 7.08 |
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
All other class of equity securities, including options and convertible notes, incur no voting rights.
Restricted securities
There are no restricted securities.
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Simble Solutions Limited and its controlled entities Corporate directory 31 December 2020
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| Directors | Ben Loiterton (Chairman) |
|---|---|
| Fadi Geha | |
| Darryl Flukes | |
Company secretary |
Kim Clark |
Registered office |
C/O Boardroom Pty Ltd |
| Level 12 | |
| 225 George Street | |
| Sydney NSW 2000 | |
| Telephone: +61 2 8208 3366 | |
| Facsimile: +61 2 9279 0664 | |
Principal place of business |
Level 2 |
| 383 George Street | |
| Sydney NSW 2000 | |
Share register |
Boardroom Pty Limited |
| Level 12 | |
| 225 George Street | |
| Sydney NSW 2000 | |
| Telephone: +61 2 9290 9600 | |
Auditor |
William Buck |
| Level 29 | |
| 66 Goulburn Street | |
| Sydney NSW 2000 | |
Solicitors |
Steinepreis Paganin |
| Level 4 | |
| 50 Market Street | |
| Melbourne VIC 3000 | |
Stock exchange listing |
Simble Solutions Limited shares are listed on the Australian Securities Exchange |
| (ASX code: SIS) | |
Website |
www.simblegroup.com |
Corporate Governance Statement |
The Company’s directors and management are committed to conducting the Group’s |
| business in an ethical manner and in accordance with the highest standards of | |
| corporate governance. The Company has adopted and substantially complies with | |
| the ASX Corporate Governance Principles and Recommendations (4th Edition) | |
| (‘Recommendations’) to the extent appropriate to the size and nature of the Group’s | |
| operations. | |
| The Company has prepared a Corporate Governance Statement which sets out the | |
| corporate governance practices that were in operation throughout the financial year, | |
| identifies any Recommendations that have not been followed, and provides reasons | |
| for not following such Recommendations. | |
| The Company’s Corporate Governance Statement and policies, which is approved at | |
| the same time as the Annual Report, can be found on its website: | |
| https://simblegroup.com/investors/governance |
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