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VECTION TECHNOLOGIES LTD — Annual Report 2021
Aug 30, 2021
66017_rns_2021-08-30_41c07eb4-f2a4-47bc-b015-c24ae9fb967b.pdf
Annual Report
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31 August 2021 | Australia
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ASX RELEASE
VECTION ACHIEVES TRIPLE-DIGIT SECOND-HALF GROWTH WITH POSITIVE FY22 MOMENTUM
VECTION ANNOUNCES PRELIMINARY RESULTS FOR THE YEAR TO 30 JUNE 2021
Real-time software company Vection Technologies Ltd ( ASX:VR1 ) ( Vection Technologies , Vection or the Company ) has announced its preliminary results for the fiscal year ended 30 June 2021.
Highlights:
-
Strong delivery makes Vection a global technology company with $10M+ in unaudited revenue, including full FY21 revenue from strategic acquisitions
-
growth trajectory
-
Strong XR product offering and exponential combinatorial effect with emerging technologies (IoT, CAD/CAE, AI and more)
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Strong positive outlook with ~$4M in Total Contract Value (TCV) at August 2021, and growing across diversified industries (verticals) and clients
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Management to host an investor conference call on 2 September 2021 at 12pm AEST
FY18-FY21 Strategic Overview:
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3D
VIRTUAL
REALITY
AUGMENTED
REALITY
INDUSTRIAL
IoT
CAD
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Figure 1 : Key Metrics FY21 compared to FY18
-
(1) FY21 revenue is unaudited and assumes full financial year results (full 12 months) from acquisitions of JMC Group and Blank Canvas (ASX: 4 August 2021; ASX: 27 April
-
2021). Please refer to Preliminary Appendix 4E for more information on FY21 results. (2) At 30 June 2018 and 30 June 2021. (3) At 23 August 2018 and 31 August 2021.Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041
1
Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555
Europe North America Media Enquiries Address: Via Isonzo 61 Address: 785 Market Street, #600 [email protected] 40033 Casalecchio di Reno (BO), San Francisco CA 94103 [email protected] Italy USA
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its core XR technology within the enterprise space to accelerate innovation amid a global technology revolution. Following the early implementation of its Verticalisation Strategy, Vection is today positioned to drive continued growth and innovation across geographies, markets and companies.
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3D
VIRTUAL
REALITY
AUGMENTED
REALITY
Figure 2 : Vection’s technology and vertical strategy overview
Vection focuses on three levels of value creation:
INDUSTRIAL
IoT
● Core Vection Platforms : focuses on the continued development of Vection’s proprietary XR
platforms in 3D, VR and AR.
● Integrated Technologies : focuses on the combination of the Core Vection Platforms with
foundational elements of technologies across Internet of Things (IoT), CAD/CAE, Hardware, CAD
ICT, Artificial Intelligence (AI) and Cloud Computing.
● Key Markets and Customers : the final step of the value creation process, where clients
adopt vertically specific platforms and solutions for business applications.
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Figure 3 : Customer Selection across Verticals/Industries
Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041
Europe North America Address: Via Isonzo 61 Address: 785 Market Street, #600 40033 Casalecchio di Reno (BO), San Francisco CA 94103 Italy USA
Media Enquiries [email protected] [email protected]
2
Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555
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Fiscal Year 2021 Overview:
year compared to the first half, re-aligning the Company to its pre-pandemic growth trajectory, further reinforced by ~$4M in Total Contract Value (TCV) at 6 August 2021 (ASX: 9 August 2021). Yearly revenue growth (FY21/FY20) was heavily impacted by the lagging consequences of the pandemic during the first half, resulting in a ~11% YoY increase to ~$3.5M. Please refer to the Preliminary Appendix 4E for detailed information on the Company’s financial results during the 2021 fiscal year.
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$5M
$4M
$3M
$2M COVID-19 IMPACT
$1M
$-
1H FY18 2H FY18 1H FY19 2H FY19 1H FY20 2H FY20 1H FY21 2H FY21 FY22 TCV
(2 months)
Figure 4 : Audited revenue on a half yearly basis (FY18-FY21) (FY21 is unaudited) and Reported FY22 TCV at 6 August 2021.
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expanding Vection’s footprint in companies’ application landscapes and segmenting industrial markets (verticals). This strategic stepchange resulted in the establishment of Vection Healthcare & Pharma (ASX:11 March 2021) and the acquisitions of Blank Canvas (ASX: 27 April 2021) and JMC (ASX: 4 August 2021).
Following these initial initiatives, the Company is today a Group with unaudited revenue exceeding $10M (including revenue for JMC and Blank Canvas for the full 12 months period to 30 June 2021) and 100 people across Europe, Middle East and Africa (EMEA), Asia Pacific and the Americas.
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$12.5M
~$10M
$10.0M
$7.5M
$5.0M ~$3M
$2.5M ~ ~$1M
$500k
$-
FY18 FY19 FY20 FY21
Figure 5 : Revenue on a yearly basis (FY18-FY21). FY21 revenue is unaudited and assumes full financial year results for acquisitions of JMC
Group and Blank Canvas (ASX: 4 August 2021; ASX: 27 April 2021).
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3D VIRTUAL REALITY
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AUGMENTED REALITY INDUSTRIAL IoT CAD
Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041
Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555
Europe Address: Via Isonzo 61 40033 Casalecchio di Reno (BO), Italy
North America Address: 785 Market Street, #600 San Francisco CA 94103 USA
Media Enquiries [email protected] [email protected]
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A strong FY22 TCV of ~$4M (at 6 August 2021) reinforces the validity of the Company’s Verticalisation strategy moving into the new fiscal year, providing strong diversification across a multitude of industrial sectors (verticals) and clients, as further demonstrated below. (ASX: 9 August 2021)
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5%
9%
32%
5%
14%
15% 19%
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Figure 6 : Fiscal Year 2022 TCV by Vertical/Sector (6 August 2021).
The Company expects to continue to grow its TCV metric in the following reporting periods, while increasing its ACV (Annual Contract Value) aligned with its strategy, underpinned by the combinatorial effect of emerging technologies in diversified industrial segments.
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3D VIRTUAL REALITY AUGMENTED REALITY
Goals and Outlook :
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Revenue Acceleration - Management’s goal is to double yearly revenue underpinned by core XR platforms upselling and increasing TCV and ACV metrics (supported by ~$4M TCV at August 2021).
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International Expansion - strategy in FY22 supported by strong direct market presence.
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Further Strategic Acquisitions - Targeting a combination of scale, sales team, integrated technologies and geographical expansions.
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INDUSTRIAL IoT CAD
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Scalable XR Technology - Solid XR technology platforms and business applications able to be replicated across diversified industries and geographies.
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Market Trends - Increasing accessibility of smartphones, applications and wearables and pandemic considerations are just some of the trends underpinning a fast-growing global XR market projected to reach $463.7 billion by 2026.[1]
(1) https://www.mordorintelligence.com/industry-reports/extended-reality-xr-market
Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041
Media Enquiries [email protected] [email protected]
4
Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555
Europe North America Address: Via Isonzo 61 Address: 785 Market Street, #600 40033 Casalecchio di Reno (BO), San Francisco CA 94103 Italy USA
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Investor Presentation and Call:
Vection’s management will host a conference call on 2 September 2021 at 12pm AEST to discuss the investor presentation (slides to be released on 1 September 2021) and to provide an update of the Company’s business strategy and financial performance.
Participants must register in advance for the investor call using the following link to receive dial-in details: https://us06web.zoom.us/webinar/register/WN_PDNJDfVnT4OqLwEeN6Cb2w
webinar.
Please share your questions in advance to the Company at [email protected]
Gianmarco Biagi, Managing Director of Vection Technologies, commented :
“ Vection is today a global technology company seeking to impact business innovation through the combination of emerging technologies stemming from XR. In just three years, the Company’s management has incrementally expanded its key metrics of technology, revenue, funding, people, global expansion and share price, building the foundations for continued value creation for the benefit of its stakeholders.
COVID-19 environment in the E.U. and North America, the second half of the fiscal year demonstrated, and further reinforced, the validity of the Company’s verticalisation strategy leading into FY22.
verticalisation strategy via direct investments and M&A activities, resulting in the establishment of Vection Healthcare & Pharma and the acquisitions of Blank Canvas and JMC, and the continued development of its XR platforms with their combination with multiple emerging technologies.
Whilst macroeconomic conditions are expected to remain uncertain for the short- to medium-term, the Company continues to view this challenging environment as an opportunity to advance its global growth strategy also via well-executed M&A activities.
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3D VIRTUAL REALITY AUGMENTED REALITY INDUSTRIAL IoT CAD
Vection’s management team remain committed to the creation of value for its stakeholders while it progresses the overarching growth strategy.”
Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041
Europe Address: Via Isonzo 61 40033 Casalecchio di Reno (BO), Italy
Media Enquiries [email protected] [email protected]
5
Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555
North America Address: 785 Market Street, #600 San Francisco CA 94103 USA
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About Vection Technologies:
Vection Technologies Ltd (ASX:VR1) is a multinational software company that focuses on real-time technologies for industrial companies’ digital transformation.
Through a combination of 3D, Virtual Reality, Augmented Reality, Industrial IoT, AI, ICT and CAD solutions, Vection Technologies helps companies and organisations to innovate, collaborate and create value.
For more information please visit the Company’s websites:
vection.com.au
mindeskvr.com
blankcanvas.studio
jmcgroup.it
ASX release authorised by the Board of Directors of Vection Technologies Ltd. Unless stated otherwise all financial information is unaudited.
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3D VIRTUAL REALITY
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AUGMENTED REALITY INDUSTRIAL IoT CAD
Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041
Media Enquiries [email protected] [email protected]
6
Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555
Europe North America Address: Via Isonzo 61 Address: 785 Market Street, #600 40033 Casalecchio di Reno (BO), San Francisco CA 94103 Italy USA
31 August 2021 | Australia
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ASX RELEASE
APPENDIX 4E
Preliminary Final Report to the Australian Securities Exchange
Rule 4.3A
| Name of entity: | Vection Technologies Limited |
| ABN or equivalent company reference: | 93 614 814 041 |
1. Reporting Period
| Preliminary report for the financial year ended: | 30 June 2021 |
|---|---|
| Previous corresponding period is the financial year ended: | 30 June 2020 |
2. Results for announcement to the market
| $’000 | ||||
|---|---|---|---|---|
| Revenues from ordinary activities (item 2.1) | up | 21% | to | 3,079 |
| Loss from ordinary activities after tax attributable to members (item 2.2) |
up | 98% | to | -2,306 |
| Loss for the period attributable to members (item 2.3) | up | 98% | to | -2,306 |
| Dividends(item 2.4) | Amount per security |
Franked amount per security |
| Interim dividend Final dividend |
Nil Nil |
Nil Nil |
| Record date for determining entitlements to the dividend (item 2.5) |
Not Applicable | |
| Brief explanation of any of the figures reported above necessary to enable the figures to be understood (item 2.6): Refer to item 12. |
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3. Statement of profit or loss and other comprehensive income
Refer to attached unaudited Preliminary Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2021.
4. Statement of financial position
Refer to attached unaudited Preliminary Consolidated Statement of Financial Position at 30 June 2021.
5. Statement of Cash flows
Refer to attached unaudited Preliminary Consolidated Statement of Cash flows for the year ended 30 June 2021.
6. Statement of changes in equity
Refer to attached unaudited Preliminary Consolidated Statement of Cash flows for the year ended 30 June 2021.
7. Dividends
| Date of payment | Total amount of dividend | |
| Interim dividend – year ended 30 June 2021 | N/A | N/A |
| Final dividend – year ended 30 June 2021 | N/A | N/A |
Amount per security
| Amount per security | Franked amount per security at % tax |
Amount per security of foreign sourced dividend |
|
| Total dividend: Current year |
N/A | N/A | N/A |
| Previous year | N/A | N/A | N/A |
Total dividend on all securities
| Current period $A'000 |
Previous corresponding Period $A'000 |
|
| Ordinary securities (each class separately) |
N/A | N/A |
| Preference securities (each class separately) |
N/A | N/A |
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| Other equity instruments (each class separately) |
N/A | N/A |
|---|---|---|
| Total | N/A | N/A |
8. Details of dividend or distribution reinvestment plans in operation are described below:
N/A
The last date(s) for receipt of election notices for participation in N/A the dividend or distribution reinvestment plan
9. Net tangible assets per security
| Current period | Previous corresponding Period |
|
| Net tangible asset backing per ordinary security | 0.0075 | 0.0001 |
10. Details of entities over which control has been gained or lost during the period:
Control gained over entities
| Name of entities (item 10.1) | 1) Blank Canvas and its controlled entity 2) JMC Group and its controlled entity |
|---|---|
| Date(s) of gain of control (item 10.2) | 1) 27 April 2021 2) 31 May 2021 |
| Profit (loss) from ordinary activities after tax of the controlled entities for the whole of the previous corresponding period (item 10.3) |
1) $206,608 2) $309,442 |
Loss of control of entities
| Name of entities (item 10.4) | N/A |
|---|---|
| Date(s) of loss of control (item 10.5) | N/A |
| Contribution to consolidated profit (loss) from ordinary activities after tax by the controlled entities to the date(s) in the current period when control was lost (item 10.6). |
N/A |
| Profit (loss) from ordinary activities after tax of the controlled entities for the whole of the previous corresponding period (item 10.7) |
N/A |
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11. Details of associates and joint venture entities
Name of associate or joint venture entity (item 11.1) % Securities held (item 11.2) N/A N/A
Aggregate share of profits (losses) of associates and joint venture entities (item 11.3)
| Group’s share of associates’ and joint venture entities’: | 2021 $ |
2020 $ |
| Profit (loss) from ordinary activities before tax | N/A | N/A |
| Income tax on ordinary activities | N/A | N/A |
| Net profit (loss) from ordinary activities after tax | N/A | N/A |
| Adjustments | N/A | N/A |
| Share of net profit (loss) of associates and JV entities | N/A | N/A |
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12. Review of Operations
Real-time software company Vection Technologies Limited ( ASX:VR1 ) ( Vection Technologies , Vection or the
Company ) reports the following for the Financial Year ended 30 June 2021.
Overview
Vection Technologies has achieved triple digit revenue growth in the second half of the 2021 fiscal year
compared to the first half, following a challenging 2020 calendar year, re-aligning the Company to its pre-
pandemic growth trajectory. During the fiscal year, Vection expanded its global presence within the Asia Pacific
and European region while leveraging its technology portfolio in specific industrial segments to capture
increased business opportunities.
$3.0
$2.5
$2.0 Covid19 impact
$1.5
$1.0
$0.5
$-
1H FY18 2H FY18 1H FY19 2H FY19 1H FY20 2H FY20 1H FY21 2H FY21
Figure 1 : Revenue on a half yearly basis (FY18-FY21).
Millions
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FY21 Total Revenue was $3,471,358 (2020: $3,138,948), with FY21 Underlying EBITDA of -$653,731 (2020: $182,826).
Vection’s balance sheet is strong, ending the year with a cash balance of $7,083,890 (2020: $1,584,715). The Company’s management is strategically focussed on ensuring a continued strong cash position across all international divisions to secure a robust framework for future growth aligned with its global verticalization strategy.
Total Assets at 30 June 2021 were $33,435,623 (2020: $16,227,711) while Net Assets were $12,147,727 (2020: $6,059,365).
The Company reported Net Cash Outflows from Operating activities of $2,324,805 compared to Net Cash outflows of $312,532 in FY20.
Net Cash Inflow from Investing activities increased to $908,474 from $273,358 in FY20, cementing the positive strong financial impact of the Company’s vertical acquisitions during the fiscal year.
Borrowings of $4,222,276 represent:
-
A bank loan by the Company which Is unsecured, has a 3 years term with an expiry date of 27 April 2023. The loan has a variable Interest rate of 4.5%.
-
A fixed-rate bank loan by Vection Italy. The loan has a 6 years term with an expiry date of 19th May 2026. The loan has a fixed Interest rate of 1.25%
-
A variable rate bank loan by Vection Italy. The loan has a 6 years term with an expiry date of 9th June 2026. The loan has a variable Interest rate of circa 1.75% plus EURIBOR 1m 360.
-
An Invoice financing facility by Vection Italy. This Is a short term liability at an Interest rate of 3.8%
-
• 3 bank loans by JMC Group. The loans have a 6 years terms with expiry date In 2026 and 2027. The loans have a variable Interest rate of 1.4% + EURIBOR 3m 360, 0.45% + EURIBOR 6m 360 and 1.25% + EURIBOR 3m 360.
Vection Technologies posted an after-tax loss attributed to members of $2,305,713 for the financial year ended 30 June 2021, representing a decrease of 98.15% over the prior corresponding period (30 June 2020: loss $1,165,870). Several non-cash and one-off expenses were recorded in the Company’s accounts during the period, specifically for legacy assets related expenses and for costs incurred pursuant to the acquisitions of Blank Canvas, JMC Group and the establishment of Vection Health (the Company’s healthcare and pharma focussed division).
| Full Year Ended 30-Jun-21 | Half Year Ended 31-Dec-20 |
Half Year Ended 31-Dec-20 |
Full Year Ended 30- Jun-20 |
|---|---|---|---|
| $ | $ | $ | |
| Profit(Loss) after Income Tax (2,442,889) |
(1,469,588) | (1,163,640) | |
| Interest and Financing related Costs 111,091 |
49,588 | 62,647 | |
| Depreciation and Amortisation 657,973 |
309,283 | 507,851 | |
| One-Off Transaction Costs 728,753 |
- | 535,491 | |
| Non-Cash Accounting Charges 214,778 |
42,297 | 238,816 | |
| Income Tax 76,563 |
1,745 | 1,663 | |
| Underlying EBITDA1 (653,731) |
(1,067,675) | 182,828 |
(1) Underlying EBITDA is an unaudited, non-AIFRS financial measure which is not prescribed by Australian Accounting Standards (‘AAS’)
Operational Highlights
During the financial year ended 30 June 2021, Vection Technologies completed the second phase of its overarching strategy – namely, Transforming (2019-2020) (Rebuilding 2017-2018) – resulting in the development of its robust core technology stack and progressed to the Leading Strategy phase (2021-2023), with “Verticalisation” being its first foundational step.
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| Verticalisation Strategy |
|---|
| Introduction: The Verticalisation approach seeks to significantly expand Vection’s footprint in companies’ |
| application landscapes, segmenting industrial markets while capturing new business opportunities, protecting |
| market positions and averting competitive threats. As part of this approach, Vection is developing highly |
| verticalised extensions to its core technology stack aimed at anchoring its solutions in clients’ core processes. |
| The Company is following a Build / Acquire / Partner strategy where, in each vertical industry, it analyses the |
| benefits of internally building functionality, working with a partner or acquiring companies. |
| Healthcare & Pharma: In March 2021, Vection established its Healthcare & Pharma division by joining forces |
| with a strong team of professionals led by Dr Carlo Centemeri, a leading healthcare and pharma executive with |
| senior experience in BASF, Knoll Pharmaceuticals, Abbott Laboratories, Bristol-Myers Squibb and AstraZeneca. |
| This divisions represents a tactical approach that seeks to significantly expand the Company’s footprint in the |
| healthcare, pharmaceutical, biotechnological, medical devices and nutraceutical market segments (ASX:11,19 |
| March 2021). In September 2021, the Company completed the first milestone as part of its public hospital trial, |
| via a solution to enable surgeons to visualise in their field of view (hand-free), in AR, all the data necessary for |
| the surgery, including diagnostic images, surgery checklist, endoscopic video-feed, and more (ASX: 21 |
| September 2020). |
| Architecture, Engineering & Construction (AEC) and Real Estate: In April 2021, the Company acquired Blank |
| Canvas, a leading Australian ArchViz studio, to evolve its leading architectural visualisation offering beyond |
| traditional 3D rendering services into transformative XR products and experiences (ASX:15 April 2021). Vection |
| has significantly progressed this division with first VR sales within the APAC region concluded in May 2021 |
| (ASX:18 May 2021) and the launch of Mindesk for Autodesk Revit, the major player in the BIM market, with a |
| market coverage of about 70% and ~11m AEC users. The commercial launch of the Mindesk Suite 2022 is |
| expected for late Q3 CY2021, with current and new Mindesk subscribers to have immediate access to Mindesk |
| Suite 2022 preview. (ASX: 1 July 2021) |
| European Expansion: In May 2021, the Company assumed control of JMC Group, a European based technology |
| company and DELL Platinum and OEM partner, designing, developing, and delivering high-level integrated |
| business technology solutions for Industry 4.0, underpinned by a strong knowledge in Virtual Reality and |
| Augmented Reality (XR), Internet of Things (IoT), Artificial Intelligence (AI) and Information and Communication |
| Technology (ICT). The acquisition aims at accelerating Vection’s expansion within the Europe, Middle East and |
| Africa (EMEA) region while further integrating its XR portfolio with IoT, AI and ICT towards a 360° product suite |
| for Industry 4.0. JMC’s strong growth history is expected to provide a more robust foundation for the combined |
| group as it grows within the EMEA region. (ASX:15 June, 30 July, 4 August 2021). |
| Fiscal Year Overview |
| Since early calendar year 2020, the Company experienced the economic impact caused by challenging COVID- |
| 19 conditions in the European and North American market. Therefore, Vection implemented a proactive long- |
| term strategy, aligned with its overarching macro approach, namely: Rebuilding (2017-2018), Transforming |
| (2019-2020) and Leading (2021-2023) phases. |
| During the fiscal year 2021 to date, Vection strongly progressed its mission to deliver its proprietary technology |
| to industrial companies enabling the digital transformation of workflows while expanding its proposition across |
| verticals/industries, geographies and technologies: |
| • Technology, with: |
oThe launch of Mindesk 2020.3; |
oA provisional patent lodgement for Healthcare Augmented Reality (AR) solutions; |
oThe launch of Mindesk 2020.4 officially bringing to market Network Multi-User VR CAD; |
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o |
The global launch of the Dell Technologies (DELL) powered Virtual Reality (VR) integrated | |
|---|---|---|
| solution for enterprise, VRONE; | ||
o |
The launch of Mindesk Suite 2021 with an innovative Augmented and Mixed Reality (XR) | |
| interface for Computer Aided Design (CAD) at the CES 2021; and | ||
o |
The launch of Mindesk for Autodesk Revit, the major player in the BIM market. | |
| • | Partnerships, with: | |
o |
An Original Equipment Manufacturer (OEM) partnership agreement to introduce Vection’s | |
| real- time software suite to DELL’s Software and Peripherals (SnP) global sales program with | ||
| SnP MFG ID 3123 3rd Party Vendor Code, via JMC Group Srl (JMC); | ||
o |
An initial collaboration with Trenitalia S.p.A., one of the leading railway operators in Europe | |
| and the primary train operator in Italy, and a subsidiary of Ferrovie dello Stato Italiane S.p.A., | ||
| owned by the Italian government; | ||
o |
A Memorandum of Understanding (MoU) with Olivetti, the fully owned IoT Digital Farm of | |
| TIM Group (BIT:TIT), leading telecommunications operator in Italy; | ||
o |
The entry into the Facebook Oculus Independent Software Vendor (ISV) program; | |
o |
The acceptance into the Autodesk’s Global Outsight Network Residency program as part of | |
| the Microsoft Hololens 2 Autodesk Request For Proposal (RFP); | ||
o |
The agreement with Cisco Italy for XR collaboration; | |
o |
The execution of an Original Equipment Manufacturer (OEM) agreement with multinational | |
| technology company HP Inc (HP); and | ||
o |
The commencement of the commercial distribution of the Company’s Mixed Reality (XR) | |
| software portfolio via Toshiba Tec Italia SpA (Toshiba Tec). | ||
| • | Growth, | with: |
o |
A strengthened global distribution network now counting over 50 partners and the opening | |
| of new verticals with initial tier-1 clients; | ||
o |
The establishment of its Healthcare & Pharma division seeking to significantly expand the | |
| Company’s footprint in the healthcare, pharmaceutical, biotechnological, medical devices and | ||
| nutraceutical market segments; | ||
o |
The acquisition of leading Australian ArchViz studio, Blank Canvas, to evolve its architectural | |
| visualisation offering beyond traditional 3D rendering services into transformative XR | ||
| products and experiences; | ||
o |
The acquisition of JMC Group, a European based technology company and DELL Platinum and | |
| OEM partner, designing, developing, and delivering high-level integrated business technology | ||
| solutions for Industry 4.0, underpinned by a strong knowledge in Virtual Reality and | ||
| Augmented Reality (XR), Internet of Things (IoT), Artificial Intelligence (AI) and Information | ||
| and Communication Technology (ICT); | ||
o |
The sale of the Company’s first VR solution to the Australian Real Estate industry; and | |
o |
The completion of the first milestone as part of its XR public hospital trial; | |
o |
The achievement of $4M in FY22 Total Contract Value (TCV) at 9 August 2021. | |
| Organisation & People | ||
| During | the fiscal year 2021, the Company significantly advanced its recruitment efforts, considered pivotal for | |
| the implementation of the Leading Strategy phase. As part of these efforts, a pool of internationally based senior | ||
| talent | has joined | Vection to support the internal development of industry-specific functionality for its core |
| technology stack. | ||
| Furthermore, the | strategic M&A activities conducted by the Company’s management during the fiscal year, | |
| have resulted in an increased head count to over 100 people across its global divisions in the Asia Pacific, EMEA | ||
| and American regions. | ||
| During | July 2021, | the Company also announced the establishment of its Advisory Board with the appointment |
| of its | first member, highly experienced automotive executive, Dr Siegmar Haasis. Dr Haasis, is a highly |
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experienced automotive executive with twenty-six years international digitization experience with Daimler, one of the biggest producers of premium cars and the world’s biggest manufacturer of commercial vehicles with a global reach, of which the last eight years as CIO R&D of Mercedes-Benz. Financial Strategy
During the fiscal year 2021, the Company concluded its Smart Capital Strategy, ensuring a non- dilutive value accretive outcome for its stakeholders, having secured ~$1.6M in strategic funding from the Italian Government’s National Agency for Investment Attraction and Business Development, of which ~$1.1M as an interest-free working capital facility (30% non-refundable and 70% refundable in 10 years), and ~$0.5M as a non-refundable grant from the European Commission. Furthermore, the Company completed a ~$6M oversubscribed placement from institutional and sophisticated investors.
This robust cash foundation (30 June 2021: $7,083,890), will enable Vection to pursue its Leading Strategy phase, while accelerating its strategic core-business operations and research and development activities.
Corporate Overview
During fiscal year 2021:
-
The Company issued 66,666,667 fully paid ordinary shares (Shares) pursuant to a ~$6M oversubscribed placement from institutional and sophisticated investors (Placement), in addition to 4,005,505 Shares issued in lieu of payment of historical advisory services to ensure the strategic utilisation of all funds towards the achievement of the Company’s long-term revenue growth strategy.
-
The Company issued 35,000,000 unlisted options to advisors (or nominees) pivotal in ensuring the successful participation in the Placement of prominent Australian institutional investors. The unlisted options have an exercise price of $0.112 (25% premium to Placement Share price) and an expiry of 3 years from the date of their issue. (ASX: 9 October 2020)
-
In accordance with the terms of the performance rights issued in relation to the acquisition of Vection Italy, as approved at the Company’s General Meeting on 11 April 2019, 50,000,000 Tranche 2 Performance Rights A vested and converted into fully paid ordinary Company shares, having met the applicable vesting criteria, following the strong performance of Vection Italy during FY20. (ASX: 2 October 2020)
-
In accordance with the terms of the Company’s Performance Rights Plan, most recently approved at the Company’s Annual General Meeting on 25 November 2019, 18,000,000 Class B Performance Rights held by Directors and 4,500,000 Class B Performance Rights held by Advisors vested and converted into Shares, having met the applicable vesting criteria. (ASX: 9 July 2020, 14 August 2020, 22 September 2020)
-
Following the approval of Shareholders, the Company completed the acquisition of Blank Canvas Studios (Aus) Pty Ltd (Blank Canvas) and JMC Group Srl (JMC), as announced, respectively, on 27 April 2021 and on 4 August 2021. (Acquisitions)
-
In accordance with the terms of the Acquisitions, the Company issued to the vendors of Blank Canvas 2,769,469 at a price of $0.09027 per Share in addition to 1,000,000 Shares to advisors at $0.10 per Share and issued to the Vendor of JMC 63,912,230 Shares at $0.10 per Share subject to escrow for a period of 18 months from issue date (4 August 2021).
-
In accordance with the terms of the acquisition of Blank Canvas, the Company issued to Mr Paul Clayton (as CEO of Blank Canvas):
-
$500,000 in Shares upon Blank Canvas achieving A$1,500,000 in audited revenue and EBITDA being equal to or above 0 by the financial year ending 30 June 2022 (Class A Milestone);
-
o$600,000 in Shares upon Blank Canvas achieving A$3,000,000 in audited revenue and EBITDA being equal to or above 0 by the financial year ending 30 June 2023 (Class B Milestone); and -
o$700,000 in Shares upon Blank Canvas Blank Canvas achieving A$5,000,000 in audited revenue and EBITDA margin being equal to or above 15% by the financial year ending 30 June 2024 (Class C Milestone).
The applicable conversion price, being the greater of:
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-
$0.10;
-
oVection’s 14 day VWAP prior to the date the relevant audited accounts demonstrating the achievement of the relevant Milestone is released on ASX. -
• In accordance with the terms of the acquisition of JMC, the Company has entered into an agreement with Mr Jacopo Merli to appoint him as CEO of JMC, including an offer made pursuant to Vection’s Employee Incentive Performance Rights Plan for the issue of performance rights which will convert into fully paid ordinary shares on the achievement audited revenue and/or EBITDA targets for JMC, aligned with the Company’s overarching global growth strategy. The key terms of the performance rights will be as follows:
-
Class A Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$8.8M[1] in audited revenue or $0.5M[1] in audited EBITDA in the applicable 2021 fiscal year.[2]
-
oClass B Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$14.2M[1] in audited revenue or $1.5M[1] in audited EBITDA in the applicable 2022 fiscal year.[3] -
oClass C Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$20.8M[1] in audited revenue or $3M[1] in audited EBITDA in the applicable 2023 fiscal year.[4]
at the conversion price being the greater of $0.10 and the Company’s 5 day VWAP prior to the date that the performance milestone for the relevant performance right is determined achieved by the Company's auditor.
The performance rights are expected to be issued under the Vection’s Employee Incentive Performance Rights Plan to Mr Merli within 3 months. It is expected that, if all the final performance milestones are achieved, and the performance rights are converted at the floor conversion price, a maximum of 4,793,417 shares will be issued across 3 years.
Notes:
(1) Based on the AUD$/EUR€ exchange rate for the fiscal year 2021 (July 2020 - June 2021) of 0.62585833. (2) Audited revenue of €5.5M and audited EBITDA of €291k.
(3) Audited revenue of €8.9M and audited EBITDA of €938k.
(4) Audited revenue of €13M and audited EBITDA of €1.9M.
At 30th June 2021, the Company’s structure (excluding performance rights, performance shares and options) is as follows:
| OrdinaryFullyPaid Shares: | 969,618,516 | |
|---|---|---|
| OrdinaryFullyPaid Shares Escrowed 18 months: | 63,912,230 | |
| Total Ordinary Fully Paid Shares: | 1,033,530,746 | |
Explanation of Loss
The Company’s loss for the year of $2,305,713 (2020: loss of 1,163,640) is largely attributed to depreciation and amortisation non-cash expenses ($872,751) and one-off transaction costs attributable to the acquisitions of JMC, Blank Canvas and the establishment of Vection Healthcare & Pharma.
As the Company progresses its global growth strategy and further implements synergistic initiatives across its growing global structure, it expects to improve its underlying full financial year result.
Cash Position
Cash at the end of the year was $7,083,890. The Company had significant receivables outstanding at 30 June 2021 of $4,878,715.
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Outlook
In the first half of fiscal year 2022, following the launch of its Verticalization strategy, resulted in the establishment of Vection Healthcare & Pharma, and the acquisition of Blank Canvas and JMC Group, the Company is focussing on:
-
The reinforcement of the existing global infrastructure for the commercialisation of its core technology solutions;
-
Continued creation of cross-functional efficiencies, synergies and sales opportunities for its increasing global presence;
-
Increase its overall sales performance across EMEA, AMER and APAC;
-
M&A opportunities in North America and globally, aligned with its overarching verticalization strategy;
-
Key appointments of seasoned executives to pursue vertical specific strategies;
-
Expanded sales and delivery teams in EMEA, AMER and APAC;
-
Continued focus on the development of breakthrough technologies to support the Company’s global commercial activities, within the requirements of Digital Transformation (DX) to support its core technology stack.
13. The financial information provided in the Appendix 4E is based on the preliminary financial report (attached), which has been prepared in accordance with Australian accounting standards.
14. Commentary on the results for the period.
Refer to explanation item 12.
15. Information on Audit
This Appendix 4E and Preliminary Final Report is based on financial statements which are in the process of being audited.
16. Audit Opinion.
This report is based on accounts that are in the process of being audited.
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| Revenue | Consolidated | Consolidated | |
|---|---|---|---|
| 30 June 21 | 30 June 20 | ||
| Notes | $ | $ | |
3,138,948 40,882 - 314,055 1,807,079 799,087 62,647 507,851 115,159 549,803 104,362 4,300,925 (1,161,974) 1,663 (1,163,640) (2,230) (1,165,870) 127,339 127,339 (1,038,531) - (1,165,870) (1,165,870) - (0.203) (0.203) (0.203) |
|||
| Revenue | 2 | 3,471,358 | |
| Expenses Acquisition Costs Changes in inventories Raw materials and consumables used Employee benefits expense Consulting and professional fees Finance costs Depreciation and amortisation Impairment Other expenses |
- 3 3 |
||
| (25,000) | |||
| 339,512 | |||
| 509,433 | |||
| 1,162,401 | |||
| 1,449,195 | |||
| 111,091 | |||
| 657,973 | |||
| 84,909 | |||
| 1,381,832 | |||
| Share based payments | 129,869 | ||
| Total Expenditure | 5,801,215 | ||
| Net loss before income tax expense from continuing operations | (2,329,857) | ||
| Income tax expense | 76,563 | ||
| Net loss after income tax from continuing operations | (2,406,420) | ||
| Discontinued Operations Loss for the year after income tax from discontinued operations |
|||
| (36,469) | |||
| Loss after income tax expense for the year | (2,442,889) | ||
| Other comprehensive loss Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations |
|||
| (300,071) | |||
| Total comprehensive loss for the period | (300,071) | ||
| Total comprehensive loss for the year | (2,742,960) | ||
| Loss for the year is attributable to: Non-Controlling Interest Members of Vection Technologies Limited Loss per share for the year attributable to themembers of Vection Technologies Limited Discontinued operations profit (loss) per share for the year (per share) Continuing operations loss per share for the year (per share) Overall basic loss per share Overall diluted loss per share |
|||
| (137,176) | |||
| (2,305,713) | |||
| (2,442,889) | |||
| (0.046) | |||
| (2.875) | |||
| (3.095) | |||
| (3.095) |
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ANNUAL REPORT AS AT 30 JUNE 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Consolidated | Consolidated | |||
|---|---|---|---|---|
| 30 June 21 | 30 June 20 | |||
| Notes | $ | $ | ||
| Current Assets Cash and cash equivalents Receivables Inventories Income tax receivable |
||||
| 4 5 |
7,083,890 | 1,584,715 | ||
| 4,878,715 | 2,149,552 | |||
| 1,083,871 | - | |||
| 16,855 | - | |||
| Total Current Assets | 13,063,331 | 3,734,267 | ||
| Non-Current Assets Property, plant & equipment Intangible assets Financial assets |
||||
| 239,957 | 76,859 | |||
| 20,069,184 | 12,364,455 | |||
| 63,149 | 52,130 | |||
| Total Non-Current Assets | 20,372,290 | 12,493,444 | ||
| Total Assets | 33,435,623 | 16,227,711 | ||
| Current Liabilities Trade and other payables Provisions Employee benefits Current tax liabilities Lease liabilities Borrowings |
7 | |||
| 3,615,027 | 2,272,404 | |||
| 9,915,043 | 3,321,031 | |||
| 36,299 | - | |||
| - | 19,878 | |||
| 167,756 | 94,322 | |||
| 1,047,145 | 427,606 | |||
| Total Current Liabilities | 14,781,270 | 6,135,241 | ||
| Non-Current Liabilities Provisions Employee benefits Deferred tax liabilities Lease liabilities Borrowings |
7 | |||
| 1,869,262 | 2,434,980 | |||
| 333,179 | 83,989 | |||
| 599,128 | 604,233 | |||
| 529,926 | 487,713 | |||
| 3,175,131 | 422,190 | |||
| Total Non-Current Liabilities | 6,506,626 | 4,033,105 | ||
| Total Liabilities | 21,287,896 | 10,168,346 | ||
| Net Assets/(Liabilities) | 12,147,727 | 6,059,365 | ||
| Equity Issued capital Reserves Accumulated losses |
||||
| 29,664,115 | 22,376,991 | |||
| 1,455,027 | 230,858 | |||
| (18,971,415) | (16,548,484) | |||
| Equity attributable to the members of Vection Technologies Limited Non-Controlling Interest |
12,147,727 | 6,059,365 | ||
| 12,264,945 | 6,059,365 | |||
| (117,218) | - | |||
| Total Equity | 12,147,727 | 6,059,365 |
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 CONSOLIDATED STATEMENT OF CASH FLOWS
| Consolidated | Consolidated | Consolidated | ||
|---|---|---|---|---|
| 30 June 21 | 30 June 20 | |||
| $ | $ | |||
| Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Interest paid / Finance costs Tax paid |
||||
| 2,566,597 | 2,422,484 | |||
| (4,817,392) | (2,706,280) | |||
| 26,226 | 517 | |||
| (76,061) | (40,179) | |||
| (24,175) | (10,926) | |||
| Net cash outflow from operating activities | (2,324,805) | (312,532) | ||
Cashflows from investing activities Purchase of plant and equipment Purchase of subsidiary (net cash acquired) Payments for intangible assets Proceeds from sale of investment |
||||
| (66,325) | (62,975) | |||
| 2,304,962 | 1,096,984 | |||
| (1,330,163) | (761,902) | |||
| - | 1,251 | |||
| Net cash inflow from investing activities | 908,474 | 273,358 | ||
Cash fow from fnancing activities Proceeds from issues of fully paid shares Payment of transaction costs Repayment of lease liabilities Proceeds from borrowings |
||||
| 7,485,000 | - | |||
| (264,000) | - | |||
| (96,347) | - | |||
| 71,056 | 776,099 | |||
| Net cash inflow from financing activities | 7,195,709 | 776,099 | ||
Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effect of movement in exchange rates on cash held |
||||
| 5,779,378 | 736,925 | |||
| 1,584,715 | 796,569 | |||
| (280,203) | 51,221 | |||
| Cash and cash equivalents at the end of the financial year | 7,083,890 | 1,584,715 |
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | |
|---|---|---|---|---|---|---|
| Issued Capital | Accumulated Losses | Reserves | Foreign Currency Translation Reserve |
Non- Controlling Interest |
Total | |
| $ $ $ $ $ | ||||||
| Balance at 1 July 2020 | 22,376,991 (16,548,484) 104,362 126,496 - 6,059,365 |
|||||
| Loss for the period | - (2,305,713) - - (137,176) (2,442,889) |
|||||
| Other comprehensive loss | - - - (300,071) - (300,071) |
|||||
| Total comprehensive loss for the period |
- (2,305,713) - (300,071) (137,176) (2,742,960) |
|||||
| Transactions with owners in their capacity as owners |
||||||
| Contribution of equity, net of transaction costs |
7,287,124 - - - - 7,287,124 |
|||||
| Share based payments | - - 1,524,240 - - 1,524,240 |
|||||
| Acquisition of subsidiaries with Non-ControllingInterest |
- - - - 19,958 19,958 |
|||||
| Balance at 30 June 2021 | 29,664,115 (18,854,197) 1,628,602 (173,575) (117,218) 12,147,727 |
|||||
| Balance at 1 July 2019 Loss for the period Other comprehensive (loss) / income |
19,397,897 (15,655,114) 272,500 (843) - 4,014,440 - (1,165,870) - - - (1,165,870) - - - 127,339 - 127,339 |
|||||
| Total comprehensive loss for the period |
- (1,165,870) - 127,339 - (1,038,531) |
|||||
| Transactions with owners in their capacity as owners Share based payments Expiry of options Issue of share capital |
- - 104,362 - - 104,362 - 272,500 (272,500) - - - 2,979,094 - - - - 2,979,094 |
|||||
| Balance at 30 June 2020 | 22,376,991 (16,548,484) 104,362 126,496 - 6,059,365 |
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NOTE 1: BASIS OF PREPARATION OF THE FINAL REPORT
BASIS OF PREPARATION
This preliminary final report for the year ended 30 June 2021 relates to the consolidated entity consisting of Vection Technologies Limited (“Vection Technologies”, “Vection” or “the Group”) and its controlled entities.
The preliminary final report has been prepared on an accruals basis and a historical cost basis except for certain current and non-current assets and financial instruments which are measured at fair value or where otherwise stated.
Cost is based on the fair value of consideration given in exchange for assets.
This preliminary final report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual financial report of the year ended 30 June 2021 and any public announcements made by Vection during the year in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The amounts contained in this preliminary final report are presented in Australian dollars, the functional currency of the consolidated entity.
STATEMENT OF COMPLIANCE
The preliminary final report is a general-purpose financial report and has been prepared in accordance with applicable Australian Accounting Standards, other pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations, and the Corporations Act 2001. The preliminary final report is also in compliance with ASX listing Rule 4.3A and the disclosure requirements of ASX Appendix 4E. Australian Accounting Standards include Australian equivalents of International Reporting Standards (“AIFRS”).
NOTE 2: REVENUE
The following is an analysis of the Group’s revenue for the year.
| REVENUE Software technology development services Sales of integrated technology goods Outsourced services Interest received R&D Tax refund Foreign exchange gain Other revenue TOTAL REVENUE |
30 June 21 30 June 20 $ $ |
|---|---|
| 1,996,409 1,821,703 1,082,921 302,956 - 423,000 26,226 16,857 190,661 355,706 - 88,102 175,141 130,624 |
|
| 3,471,358 3,138,948 |
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NOTE 3: EXPENSES
| OTE 3: EXPENSES | |
|---|---|
| EMPLOYEE BENEFITS Director Fees Staff Wages & Amenities TOTAL EMPLOYEE BENEFITS OTHER EXPENSES Advertising & Marketing expense Rent Travel Administration expense TOTAL CONSULTING AND PROFESSIONAL FEES |
30 June 21 30 June 20 $ $ |
| 457,050 480,75 705,351 1,326,329 |
|
| 1,162,401 1,807,079 |
|
| 30 June 21 30 June 20 $ $ |
|
| 250,457 180,130 133,176 129,526 151,653 115,635 846,546 438,567 |
|
| 1,381,832 863,858 |
NOTE 4: CASH AND CASH EQUIVALENTS
| Cash and bank balances RECONCILIATION TO CONSOLIDATED STATEMENT OF CASHFLOWS: Balances as above Bank overdraft BALANCES PER STATEMENT OF CASHFLOWS OTE 5: TRADE AND OTHER RECEIVABLES Trade and other receivables Trade and other receivables from sale of business Expected credit loss allowance Prepayments |
30 June 21 30 June 20 $ $ |
|---|---|
| 7,083,890 1,584,715 |
|
| 7,083,890 1,584,715 - - |
|
| 7,083,890 1,584,715 |
|
| 30 June 21 30 June 20 $ $ |
|
| 5,002,821 2,084,596 - 92,021 (165,485) (32,971) |
|
| 4,837,336 2,143,646 |
|
| 41,381 5,905 |
|
| 4,878,717 2,149,552 |
NOTE 5: TRADE AND OTHER RECEIVABLES
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NOTE 6: BUSINESS COMBINATION
(i) Acquisition of Blank Canvas Pty Ltd
On 27 April 2021, the Group completed the acquisition of 100% of the issued capital and voting rights in Blank Canvas Pty Ltd (“Blank Canvas”).
(a) Acquisition Consideration
The consideration for the acquisition comprised of:
-
$250,000 In cash
-
2,769,469 in fully paid ordinary shares to the Blank Canvas vendors at an Issue price based on the volume weighted average price of Vection's shares for the last 20 trading days prior to settlement, valued at $250,000
-
An amount of cash equal to trade debtors plus un-invoiced WIP plus cash less liabilities as at the settlement date, less any unpaid trade debtors not recovered by 30 June 2021
-
18,000,000 performance rights Issued to Blank Canvas vendors to the value of $1,800,000 based on the following terms:
-
Class A: $500,000 performance rights subject to Blank Canvas achieving revenue of $1,500,000 and EBITDA being equal to or above 0 by the financial year ending 30 June 2022
-
Class B: $600,000 performance rights subject to Blank Canvas achieving revenue of $3,000,000 and EBITDA being equal to or above 0 by the financial year ending 30 June 2023
-
Class C: $500,000 performance rights subject to Blank Canvas achieving revenue of $5,000,000 and EBITDA being equal to or above 0 by the financial year ending 30 June 2024
Under the principles of AASB 3, the assets and liabilities of Blank Canvas are measured at fair value on the date of acquisition.
(b) Goodwill
Goodwill is calculated as the difference between the fair value of consideration transferred less the fair value of the identified net assets of Blank Canvas. Details of the transaction are as follows:
| Consideration Cash 2,769,469 fully paid ordinary shares Settlement cash 18,000,000 performance rights Total consideration Fair value of assets and liabilities at acquisition date: Cash Trade and other receivables Other assets Loans with related parties Trade and other payables Provision for leave entitlements Tax liabilities Fair value of identifiable assets and liabilities acquired Consideration paid Less: Fair value of identifiable assets and liabilities assumed Provisional assessment of goodwill |
Fair Value $ |
|---|---|
| 250,000 250,000 14,074 1,157,219 |
|
| 1,671,293 | |
| 258,348 85,205 9,979 13,975 (173,931) (36,299) (133,224) 24,053 |
|
| 1,671,293 (24,053) |
|
| 1,647,240 |
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(ii) Acquisition of JMC Group S.r.l
On 30 May 2021, the Group completed the acquisition of 100% of the issued capital and voting rights in JCM Group S.r.l (“JMC”).
(a) Acquisition Consideration
The consideration for the acquisition comprised of:
-
EUR 4,000,000 worth of fully paid ordinary shares to the JMC vendors determined at an Issue price of the higher of $0.10 and the volume weighted average price of the shares for the 5 trading days prior to settlement. Based on an exchange rate of 0.62448, the maximum number of shares to be issued will be 64,053,292 ($6,405,329).
-
In accordance with the terms of the acquisition of JMC, the Group has entered into an agreement with Mr Jacopo Merli to appoint him as CEO of JMC, including an offer made pursuant to Vection’s Employee Incentive Performance Rights Plan for the issue of performance rights which will convert into fully paid ordinary shares on the achievement audited revenue and/or EBITDA targets for JMC, aligned with the Company’s overarching global growth strategy. The key terms of the performance rights will be as follows:
-
Class A Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$8.8M[1] in audited revenue or $0.5M[1] in audited EBITDA in the applicable 2021 fiscal year.[2]
-
Class B Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$14.2M[1] in audited revenue or $1.5M[1] in audited EBITDA in the applicable 2022 fiscal year.[3]
-
Class C Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$20.8M[1] in audited revenue or $3M[1] in audited EBITDA in the applicable 2023 fiscal year.[4]
-
at the conversion price being the greater of $0.10 and the Company’s 5 day VWAP prior to the date that the performance milestone for the relevant performance right is determined achieved by the Company's auditor.
-
The performance rights are expected to be issued under the Vection’s Employee Incentive Performance Rights Plan to Mr Merli within 3 months. It is expected that, if all the final performance milestones are achieved, and the performance rights are converted at the floor conversion price, a maximum of 4,793,417 shares will be issued across 3 years.
-
Notes:
(1) Based on the AUD$/EUR€ exchange rate for the fiscal year 2021 (July 2020 - June 2021) of 0.62585833. (2) Audited revenue of €5.5M and audited EBITDA of €291k.
-
(3) Audited revenue of €8.9M and audited EBITDA of €938k.
-
(4) Audited revenue of €13M and audited EBITDA of €1.9M.
Vection expects for the transaction to settle In July 2021.
Under the principles of AASB 3, the assets and liabilities of Blank Canvas are measured at fair value on the date of acquisition.
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(b) Goodwill
Goodwill is calculated as the difference between the fair value of consideration transferred less the fair value of the identified net assets of JMC. Details of the transaction are as follows:
| Consideration 64,053,292 fully paid ordinary shares Total consideration Fair value of assets and liabilities at acquisition date: Cash and cash equivalents Trade and other receivables Inventory Other assets Deferred tax assets Property, plant and equipment Intangible assets Financial assets Income tax receivable Trade and other payables Borrowings Provision for employee benefits Fair value of identifiable assets and liabilities acquired Consideration paid Less: Fair value of identifiable assets and liabilities assumed Provisional assessment of goodwill |
Fair Value $ |
|---|---|
| 6,405,329 | |
| 6,405,329 | |
| 2,265,216 1,763,046 1,414,329 38,592 8,136 164,608 37,465 4,004 93,863 (1,784,233) (3,301,425) (204,915) |
|
| 498,686 | |
| 6,405,329 (498,686) |
|
| 5,906,643 |
NOTE 7: PROVISIONS
| Deferred consideration - Current Deferred contingent consideration - Non-Current |
30 June 21 30 June 20 $ $ |
|---|---|
| 9,915,043 3,321,031 |
|
| 9,915,043 3,321,031 |
|
| 1,869,262 2,518,969 |
|
| 1,869,262 2,518,969 |
NOTE 8: SEGMENT REPORTING
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start-up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line
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manager and the level of segment information presented to the board of directors. During the year the Group’s executive directors examine the Group’s performance from a core operations perspective and have identified two reportable segments of its continuing business, being IT development and outsourced services.
NOTE 9: SUBSEQUENT EVENTS
There were no matters or circumstances arising since the end of the reporting period that have significantly affected, or may significantly affect the operations of the Company and the results of those operations or the state of the affairs of the Company in the financial period subsequent to 30 June 2021.
ASX release authorised by the Board of Directors of Vection Technologies Ltd.
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