30 August 2022
The Manager
Market Announcements Platform
Australian Securities Exchange
Annual Report for Year Ending 30 June 2022
The Company has great pleasure in releasing its Annual Report for the Year Ending 30 June 2022 including the
Chairman’s Report, the Directors’ Report and the audited FY2022 Financial Statements and Notes to the
Accounts.
Yours faithfully
Dennis Payne
Company Secretary
Beam Communications Holdings Limited
ABN: 39 010 568 804
Beam Communications Pty Ltd
ABN: 97 103 107 919
Beam Communications USA Inc.
Delaware Corporation No. 5228652
5/8 Anzed Court,
Mulgrave, Victoria
Australia 3170
5/8 Anzed Court,
Mulgrave, Victoria
Australia 3170
C/- Martensen Wright PC
One Capitol Mall, Suite 670
Sacramento, CA 95814 USA
Phone: +61 3 8561 4200
Email: investor@beamcommunications.com
Website: beamcommunications.com
Phone: +61 3 8588 4500
Email: info@beamcommunications.com
Website: beamcommunications.com
Phone: +1 800 250 5819 (USA only)
Email: info@beamcommunications.com
Website: beamcommunications.com
SatPhone Shop Pty Ltd
ABN: 40 099 121 276
SatPhonerental Pty Ltd
ABN: 18 114 959 992
5/8 Anzed Court,
Mulgrave, Victoria
Australia 3170
5/8 Anzed Court,
Mulgrave, Victoria
Australia 3170
Phone: 1300 368 611
Email: info@satphoneshop.com
Website: satphoneshop.com
Phone: 1300 368 611
Email: rentals@satphoneshop.com
Website: satphonerentals.com
DIRECTORATE
NON EXECUTIVE CHAIRMAN
Mr Simon Lister Wallace
MANAGING DIRECTOR
Mr Michael Ian Capocchi
NON EXECUTIVE DIRECTORS
Mr David Paul James Stewart
Mr Mark Allan Chartres
COMPANY SECRETARY
Mr Dennis Frank Payne
REGISTERED OFFICE
Beam Communications
Holdings Limited
Unit 5/8 Anzed Court
Mulgrave, VIC, 3170
Ph: (03) 8561 4200
Email: investor@beamcommunications.com
CORPORATE GOVERNANCE
STATEMENT
The Corporate Governance statement can be found
on the investors page at
https://www.beamcommunications.com/document/435-
beam-corporate-governance-statement
SHARE REGISTER
Link Market Services Ltd
Locked Bag A14
Sydney South, NSW, 1235
Ph: 1300 554 474
SOLICITORS TO
THE COMPANY
GrilloHiggins Lawyers
Level 4, 114 William Street
Melbourne, VIC, 3000
Ph: (03) 8621 8888
AUDITOR
RSM Australia Partners
Level 21, 55 Collins Street
Melbourne, VIC, 3000
Ph: (03) 9286 8000
ASX OFFICE
Based in Melbourne
ASX CODE
BCC
CONTENTS
Directorate
Chairman’s Report
Directors’ Report
1
2
4
Auditor’s Independence Declaration
19
Consolidated Financial Statements
Statement of Profit or Loss and Other
Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Auditor’s Report
Shareholders Information
20
21
22
23
24
49
50
53
1
CHAIRMAN’S REPORT
Dear Shareholders
The past financial year has been a particularly pleasing time for our company.
This might sound like a contradiction given we are still living with the fallout from
the global pandemic, geopolitical conflict and the volatile economic environment,
but despite the many challenges the world is facing, the Group succeeded in
breaking its FY21 record revenue with top line growth of 28% in FY22, to hit
a new all-time high of $23.7 million. That growth was expected by your board;
driven by your company’s senior management; and influenced by every one of our
staff and commercial partners.
Yours is a company that promotes and relies upon revenues from devices and
services of most value to remote end users, so given travel and even domestic
movement was so restricted for much of Australia’s population during the last
financial year, to record such revenue growth is a tribute to the quality of what we
offer, and of the people who do so.
Importantly, for the reasons I will outline in the sections below, the Group has
never been in a better position to deliver a stronger result in the current financial
year. You should not only hope that we do so – you should expect it.
I am therefore pleased to provide the following Chairman’s Report on the Beam
Communications Holdings Group of companies for the year ended 30 June 2022
as the Group continues its important pivot to becoming a significant recurring
revenue Company that is leveraged to the growing global utility and popularity of
personal satellite communications devices.
The full Directors’ Report contains more extensive information on the Group’s
performance in the financial year, but I would like to present the
following highlights.
PROFIT PERFORMANCE AND MAJOR IMPACTS
The Group’s FY22 result was delivered against a challenging backdrop with economic, market and supply issues challenging the business, in ways that
were at times neither predictable nor directly controllable. Yes, we all operate in the same economy, but a review of some of the issues experienced by
our peers, and the extent to which their performance and valuation was buffeted, is both revealing and reflective of our achievements in this climate.
These headwinds resulted in the Group’s earnings declining on a YoY basis, but reassuringly, the result was still ahead of our annual EBITDA guidance
of around $1 million, which was issued in early June.
Notwithstanding the lower net profitability in FY22, all of the Group’s key business units contributed to its record revenue, particularly ZOLEO as the
Group shipped and invoiced over 50,000 units of this multi-award winning seamless global satellite communicator in the last financial year, or 52%
more than what we delivered in FY21.
Perhaps more importantly, royalty payments from ZOLEO to the Group are set to comprise a material proportion of the Group’s EBITDA from FY23
onwards, especially as growth in Australian and New Zealand (ANZ) subscribers accelerates.
As pleasing as it is to witness ZOLEO’s sales performance, it isn’t the only part of our business that’s delivering for shareholders. The Group’s Sat-
Phone Shop saw its sales expanding 23% YoY as it benefitted from increased demand for satellite equipment from business and government clients,
while the eventual easing of lockdowns in New South Wales and Victoria also helped.
Meanwhile, the sale of Beam Equipment (excluding ZOLEO) increased by 15% YoY, along with the overall appreciation and hence demand for mobile
satellite devices globally.
That the growth rate for both the SPS and Beam Equipment businesses would have been even stronger if not for component shortages, supply chain
disruptions, rising cost pressures and delayed deliveries of devices is both frustrating and reassuring. The demand for some of the Group’s products
has exceeded the Group’s ability to supply the market in the short-term, which is an infinitely preferable problem to one of oversupply and lack
of demand.
The challenges faced by these two businesses and the robust growth of low-margin ZOLEO device deliveries in FY22 changed the Group’s sales mix.
This explains why the Group’s margins are lower than its historical average, although management believes the Group margins have troughed and will
rebound in the current financial year, as detailed below.
CASH AND FUNDING
The Group’s total available funds on 30 June 2022 were $7.2 million, which is made up of $5.8 million in cash and $1.4 million in available, but un-
drawn debt.
Additionally, the Group recorded a positive operating cash flow in the June 2022 quarter.
The cash position of $5.8 million was ahead of the $3.7 million it held at the end of FY21, with the Group successfully undertaking a circa $5 million
new share placement to high net worth and institutional investors in November last year. Their support is something we value greatly, and further
impresses upon us the importance of delivering for a larger suite of stakeholders than the Group has ever had.
The expenditure on major development projects in the financial year increased by 20%, to just over $3 million. We do not take investment decisions
lightly and we do not spend on speculative endeavours that are not expected to yield an adequate return on investment. This has been our track
record and the spend on projects in FY22 largely relate to the new Iridium Certus® device, which is backed by a binding minimum US$12 million
order from Iridium (I invite existing and prospective shareholders to compare to our current market capitalisation to the magnitude of these assured
revenues; of a single product; from an industry leading customer), and ZOLEO.
In this rising interest rate environment, we are also mindful of the importance of cashflows to a small and growing organisation like the Group. To be
presenting to you such a robust, insulated, nimble and powerful balance sheet, after two financial years that have presented incredible challenges for
almost every sector, is a privilege we do not take for granted.
2
OUTLOOK AND PROJECTS
Our prudence with cash needs to be viewed in the context of the many growth avenues that lie ahead of the Group in FY23. We believe Group EBIT-
DA and margins in FY23 will come in materially above the last financial year, due to several factors.
These include the much-anticipated ZOLEO royalty payments, which are forecast to become material to our earnings from FY23.
The Group’s subsidiary Beam Communications Pty Ltd and its joint venture partner, Roadpost Inc., should also benefit from the launch of our innova-
tive solution into the United Kingdom and Europe, which began only three months ago.
Apart from ZOLEO, the Group is extremely excited about the upcoming launch of our first Iridium Certus® device, which is backed by a US$12 million
minimum order commitment from Iridium Communications Inc. The Group will not only profit from the supply of this device to Iridium, but we have
an opportunity to sell recurring revenue services to users of our Iridium Certus® solution that is separate to ZOLEO. Yes, we are very mindful of the
impact such passive revenues have on professional assessments of a company’s value and you can be assured we do not intend to hide our light under
a bushel, when those revenues are evidenced.
Further, in its latest earnings update, our long-standing partner Iridium expressed great enthusiasm about the growing demand and awareness of its
satellite services, which in my view serves as a bullish bellwether for the Group. This expected growth in demand for personal SatComms may well
coincide with the easing in the supply side challenges that I spoke about earlier. Fellow shareholders should be just as excited as we are about what
lies ahead and, further, you should expect us to deliver.
DIRECTORS AND INVESTORS
Like all shareholders, we have a personal interest in the future performance of the Group.
You can read more about all members of the board in the Directors’ Report.
The Group issued 11.4 million new shares and 3.3 million options with an exercisable price of $1 and expiring on 1 December 2023 as part of the
share placement undertaken in November last year.
STAFF AND BOARD
I have written many times about the admiration and gratitude I have towards the dedicated team that have chosen to work with the Group, many
of whom have been part of the family for years. I feel their contribution cannot be overstated even as we have supposedly emerged from the worst
pandemic in recent times.
The Group has been successful in traversing the volatile and rapidly changing environment, and that is totally to the credit of the Group’s staff who
have helped the Group break new record revenue targets and position the Group at a critical inflection point in FY23.
While there are many tailwinds that will trigger a step change in the Group’s earnings this financial year, it is the devotion, talent and commitment of
staff that gives me the greatest confidence about our future.
Mr Simon Wallace
Chairman
30 August 2022
3
DIRECTORS’ REPORT
The Directors present their report,
COMPANY SECRETARY
together with the financial statements,
Mr Dennis Frank Payne
on the consolidated entity (referred to
hereafter as the ‘Group’) consisting of Beam
The qualifications, experience and special
Communications Holdings Limited (referred
responsibilities of each of the directors who
to hereafter as the ‘Company’ or ‘Parent
held office during the year are:
Entity’) and the entities it controlled at the
end of, or during, the year ended
30 June 2022.
DIRECTORS
The following persons were directors of
Beam Communications Holdings Limited
during the whole of the financial year and up
to the date of this report, unless otherwise
stated:
Mr Simon Lister Wallace
Mr Michael Ian Capocchi
Mr David Paul James Stewart
(resigning 30th September 2022)
Mr Mark Allan Chartres
(appointed 1st February 2022)
Simon Lister Wallace
Non Executive Chairman
Age: 48
Simon Wallace is a corporate lawyer and,
based in Melbourne, having previously
been an equity partner of the largest law
firm in the world, he is now the founder &
Managing Partner of his own boutique legal
practice.
With extensive legal and commercial
proficiency, and particular expertise in
the areas of project finance, fundraising
and corporate governance, Simon has
substantial professional experience in the
areas of investment banking, structured
and direct equity investments, product
formulation and sales.
Simon is admitted to practice as a barrister
and solicitor of the Supreme Court of
Victoria, the Federal Court of Australia
and the High Court of Australia, and he
holds degrees from the Australian National
University in both Law and Commerce.
Since its inception in August 2018, Simon
has been a Director of Zoleo Inc. the joint
venture entity of which the Group is a 50%
partner with Roadpost Inc of Canada.
Simon Wallace has been a Director of Beam
Communications Holdings Limited since 5
February 2015 and was elected Chairman
on 22 December 2016.
Michael Ian Capocchi
Managing Director
David Paul James Stewart
Non Executive Director (resigning 30th
Mark Allan Chartres
Non Executive Director (appointed 1st
Age: 51
Michael Capocchi has over 25 years’
experience in the ICT industry and has
held several senior management positions.
Michael is based in Chicago, USA, which
places him closer to the important centres
for satellite communications in the USA
and UK/Europe.
Michael joined Beam Communications
Holdings Limited as the General Manager
of the subsidiary, Beam Communications
Pty Ltd, in 2003 and was appointed
as Managing Director of Beam
Communications Holdings Limited in
March 2008.
Prior to joining the Group, Michael was
the Regional Sales Director for Iridium
Satellite LLC, directly managing the sales,
distribution and channel management
strategies for the Asia-Pacific region.
Michael has held senior management
positions as the Sales and Marketing
Director of Pacific Internet responsible
for establishing the Australian
operations of the company and with
Optus Communications.
Since its inception in August 2018, Michael
has been a Director of Zoleo Inc., the joint
venture entity of which the Group is a 50%
partner with Roadpost Inc of Canada.
Michael Capocchi is an integral part of
the Group’s business, including managing
the day to day operations of the group
which occasions extensive domestic and
international travel when possible.
September 2022)
February 2022)
Age: 68
Age: 43
Mark Chartres was appointed to the
Board of Directors as an Independent
Non-Executive Director, commencing on
1 February 2022. Mark has spent nearly
two decades professionally engaged in
financial markets, including with Macquarie
Group and presently Shaw and Partners.
Mark’s knowledge of our business, financial
acumen and investment experience will
materially augment the Board’s
skills matrix.
David Stewart is an experienced CEO and
successful entrepreneur with more than
30 years in management and business
leadership roles. David founded Banksia
Technology Pty Limited in 1988 and
successfully managed the company as a fast
growing and highly profitable business. In
1996 to 1997 he instigated the successful
takeovers of several competitors, including
NetComm Limited. David assumed the role
of CEO and Managing Director until retiring
in 2016. A year later David was appointed
as a Non-Executive Director of NetComm
Wireless Limited, a position he held until
June 2019 when NetComm was acquired by
US-based Casa Systems.
In 2016 David was recognised for his
significant and valuable contribution to the
Australian communications industry with
the presentation of the Communications
Ambassador 2016 award. The Australian
Communications Ambassador award is the
highest honour presented by ACOMMS
Communications Alliance and CommsDay
each year.
Since retiring, David has worked with several
tech startups in an advising and investing
capacity. He was Chairman of Pycom from
2017 until retiring from the board in July
2021. David joined the board of Lockbox
Technologies in 2018 until the company was
taken over in May 2020 and in August 2019
he was announced as a board member for
MyNetFone Group Limited.
David Stewart has been a Director of Beam
Communications Holdings Limited since
November 2017 following a substantial
investment in the Group.
5
DIRECTORSHIPS OF OTHER LISTED COMPANIES
David Stewart was a non-executive director of NetComm Wireless Limited until June 30, 2019 and has been a non-executive director of MyNetFone
Group Limited (ASX:MNF) since August 14, 2019.
No other Director of Beam Communications Holdings Limited has been a director of a listed company in the three years immediately before the end of
the financial year.
PRINCIPAL ACTIVITIES
The activities of the Group and its controlled entities during year were the development and marketing of a range of communication products and
services, mainly satellite based.
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 $176,805 (30 June 2021: profit of $509,179).
A summary of the result for the year is as follows:
Revenue
Other income
Deduct:
Cost of goods sold, research & development,
administrative marketing and corporate expenses
Operating profit before amortisation, depreciation, interest and tax
Deduct:
Amortisation and impairment
Depreciation
Interest
Operating profit
Net tax benefit/expense
Net profit/(loss) for year
Total comprehensive income/(loss) for year
PERFORMANCE AND PROFIT
2022
($000)
23,663
665
(22,851)
1,477
(1,006)
(199)
(151)
121
(297)
(176)
(176)
2021
($000)
18,497
1,028
(17,534)
1,991
(810)
(200)
(200)
781
(271)
509
509
The Group broke last year’s record revenue as FY22 revenue increased 27.9% to a new all-time high of $23.7 million.
While earnings before interest, tax, depreciation and amortisation (EBITDA) fell by around a quarter year-on-year (YoY) to $1.5 million, the result was
still ahead of the Group’s guidance of around $1 million, which was issued in early June.
The Group’s FY22 results are pleasing given some of the headwinds buffeting the business over the past year that are outside of management’s
control. The results would have been materially stronger if not for rising input prices, components shortages from global supply chain issues and the
delay in the delivery of a shipments of devices late in Q4.
The Group posted a profit before tax of $120,631 (FY21: $780,447) and a net loss of $176,804 compared to a net profit after tax of $509,178
in FY21.
6
Notwithstanding the lower profitability in FY22, all of the Group’s key business units contributed to its record revenue, particularly ZOLEO as the
Group shipped and invoiced over 50,000 units of this multi-award winning seamless global satellite communicator in the last financial year, or 52%
more than what it delivered in FY21.
Further, the royalty payments from ZOLEO to the Group is steadily building, especially in more recent months as growth in Australian and New
Zealand (ANZ) subscribers accelerated. The Group receives 70% of the gross margin from subscriptions coming from its territories. While the royalty
payment is relatively modest in FY22, the annualised run rate of these payments (as of 30 June 2022) stands around $700,000 to $800,000
and growing.
Royalty payments are high margin, and in the context of the Group’s current and historical EBITDA, the payments are set to become material to the
Group from FY23 onwards from both an earnings and margin perspective.
Meanwhile, the Group’s wholly owned subsidiary and Telstra’s largest satellite dealer, SatPhone Shop, also recorded growth in FY22 with sales
expanding 23% year-on-year (YoY). The business benefitted from increased demand for satellite equipment from small to medium sized business and
government clients, while the easing of lockdowns in New South Wales and Victoria also helped.
The sale of Beam Equipment (excluding ZOLEO) increased by 15% YoY along with the overall demand for mobile satellite devices globally.
Having said that, the growth rate for both the SPS and Beam Equipment businesses have been negatively impacted by high inflationary pressure,
supply chain disruptions and the delayed shipments mentioned above.
Further, the demand for some of the Group’s products has exceeded the Group’s ability to supply the market in the short-term.
The headwinds faced by these two businesses and the robust growth of low-margin ZOLEO device deliveries in FY22 changed the Group’s sales mix.
This explains why the Group’s margins are lower than its historical average, although management believes Group margins have troughed and will
rebound in the current financial year, as detailed below.
CASH AND FUNDING
The Group’s total available funds at 30 June 2022, were $7.2 million, which is made up of $5.8 million in cash and $1.4 million in available but
undrawn debt.
The cash position of $5.8 million was ahead of the $3.7 million it held at the end of FY21 with the Group successfully undertaking a circa $5 million
new share placement to high net worth and institutional investors in November last year.
Proceeds from the capital raising were earmarked to launch ZOLEO into Europe, research and development (R&D) for the next-gen ZOLEO device,
developing APIs/SDKs for third-party integration with the ZOLEO platform, support the manufacture of Iridium Certus® devices and for other
growth opportunities.
The Group has capitalised $4.9 million of development costs for the new Iridium Certus® device (which is backed by a binding US$12 million order
from Iridium) and ZOLEO. It received $712,663 in R&D funding from the government.
7
OUTLOOK AND PROJECTS
The growth momentum the Group experienced in FY22 is expected to accelerate in the current financial year and the Group believes that Group
EBITDA in FY23 will rebound strongly to be materially in excess of the $2.1 million it delivered in FY21, or more than 40% above FY22’s figure.
The earnings drivers for this growth are anticipated to come from all key business units across the Group. These drivers include:
●
●
●
●
●
●
●
ZOLEO Royalty Payments: The pick-up in the growth rate of ZOLEO ANZ subscribers in 4QFY22 is carrying through into FY23
and that bodes well for the Group’s royalty payments, which are expected to make a material contribution to Group EBITDA this financial
year. The royalty is high margin due to the relatively few expenses attached to this income stream.
Successful Launch of ZOLEO into Europe: The Group and its joint-venture partner, Roadpost Inc, launched ZOLEO in the UK, Norway,
Finland, Sweden and Denmark in May this year with more countries in Europe targeted for later this calendar year. The Group and Roadpost
will share all profits from these markets equally.
Iridium Certus®: The Group secured a minimum US$12 million (~$17 million) five-year binding contract to develop and supply a new
generation mobile device to Iridium, which will be launched this calendar year. Looking at the past experience with the Iridium GO! (with
a contracted minimum commitment for 5,000 units, the Group has sold 62,500 units to date and growing), the Group believes this contract
will be worth materially more than its minimum value. The Group makes a good margin on this device, which is in line with the equipment it
has developed in the past before ZOLEO.
Ongoing Orders for Iridium GO!: The Group is expecting further orders from Iridium for the Iridium GO! hotspot as the Iridium Certus®
device is not a replacement for Iridium GO!. In fact, the Group believes there is a few more years of life left in the hotspot device as it is not
unusual for the lifecycle of satellite equipment to last >10 years.
New Value-Added Services (VAS): The Group is in an advanced stage of negotiations with Iridium that will allow the Group to develop and
offer VAS on the Iridium Certus® device in FY23. These services will generate an additional source of recurring revenue for the Group that
is separate from ZOLEO. The Group will provide further updates if and when the negotiations reach a sufficiently advanced stage.
Easing Inflation and Bottlenecks: There are early signs that pricing pressures and supply chain disruptions are easing. If these positive
trends continue, they will provide an additional tailwind to Group sales and margins in the current financial year.
Outlook for Personal SatCom Devices: The latest quarterly earnings results from NASDAQ-listed Iridium Communications Inc highlighted
the robust demand outlook for personal satellite communication devices. Iridium’s Chief Executive Officer, Matt Desch, said that Iridium
“continued to ride on a wave of demand” for such devices in the June 2022 quarter and the Group is well placed to capitalise on this
global trend.
DIRECTORS AND INVESTORS
The Group issued 11,363,636 ordinary shares and 3,340,905 options with an exercisable price of $1 and expiring on 1 December 2023 as part of the
share placement undertaken in November last year.
Mr Simon Wallace, a shareholder in the Group, has been a Director for seven years and is currently the Non-Executive Chairman of the Board.
Simon has lengthy and detailed expertise in legal and commercial matters and leads the Board and the Group in fund raising activities, strategic and
corporate governance advice.
Mr David Stewart announced his retirement effective 30 September 2022, after spending nearly five years on the Group’s board. David has been
a keen advisor to senior management in the rationalisation of development expenditure, providing experienced insight into the communications
industry both in Australia and overseas. David remains the Group’s major shareholder, holding 12.62% of the shares and assists the Group to expand
in the satellite and non-satellite space.
Mr Michael Capocchi is an Executive Director and holds the positions of Managing Director and Chief Executive Officer for all companies in the
Group. His base in the USA enables him to easily visit the Middle East and UK/Europe, where many core clients are based, as well as domestically
within the US. Michael travels frequently to Australia and retains direct and daily contact with management. Michael is also a significant shareholder
in the Group.
Mr Mark Chartres was appointed to the Group’s board on 1 February, 2022. He has spent nearly two decades professionally engaged in financial
markets, including with Macquarie Group and Shaw and Partners (presently). He is very familiar with the Group’s operations, aspirations and
investment profile, and has in the past assisted in furthering the Group’s funding requirements as well as providing counsel on key investor
expectations and priorities.
The Directors believe the Group is well placed to deliver a significantly stronger result in FY23 due to the Group’s strong balance sheet and many
growth options, including the launch of the new Iridium Certus® device, ongoing geographical expansion of ZOLEO and the strong build in ZOLEO
royalty payments.
8
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than those noted above there were no significant changes in the state of affairs of the Group during the financial year.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
No matter or circumstance has arisen since 30 June 2022 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 the development and marketing of a range of communications devices, mainly satellite based.
Further information on likely developments in the operations of the Group and the expected results of operations have not been included in this
report because the directors believe it would be likely to result in unreasonable prejudice to the Group.
ENVIRONMENTAL REGULATION
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
MEETINGS OF DIRECTORS
The number of meetings of the company’s Board of Directors (‘the Board’) held during the year ended 30 June 2022, and the number of meetings
attended by each director were:
Directors meetings
Directors meetings
Committees
Committees
Attended
Held
Attended
Held
M Capocchi
D Stewart
S Wallace
M Chartres (Appointed 1 February 2022)
13
13
13
5
13
13
13
5
-
3
3
-
-
3
3
-
Held: represents the number of meetings held during the time the director held office.
Each Director attended every scheduled meeting of the Board and of each Committee of which he is a member while in office.
9
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 remuneration report is set out under the following main headings:
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Share-based compensation
PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
This report details the nature and amount of remuneration for each Director and KMP of Beam Communications Holdings Limited.
REMUNERATION POLICY
The Group is committed to remunerating its Executive Directors and senior executives in a manner that is market-competitive, consistent with best
practice and which supports the interests of shareholders. The Group aims to align the interests of Executive Directors and senior executives with
those of shareholders by remunerating through performance and long-term incentive plans in addition to fixed remuneration.
The remuneration of Non-executive Directors is determined by the Board having regard to the level of fees paid to non-executive directors by other
companies of similar size and stature and in aggregate must not exceed the maximum annual amount approved by the Group’s shareholders, currently
$500,000, as determined at the General Meeting held on 3 August 2007.
Senior executives’ remuneration consists of the following elements:
fixed salary;
short-term incentive bonus where applicable based on performance
long-term incentive share option scheme; and;
other benefits including superannuation.
●
●
●
●
Fixed salary
The salary of senior executives is determined from a review of the market and reflects core performance requirements and expectations. In addition,
the Company considers the following:
●
●
●
●
●
The scope of the individual’s role;
The individual’s level of skill and experience
Legal and industrial obligations
Labour market conditions; and
The complexity of the Company’s business.
The purpose of a performance bonus is to reward an individual’s actual achievement of performance objectives and for materially improved
Group performance. Consequently, performance-based remuneration is paid where a clear contribution to successful outcomes for the Group is
demonstrated and the individual attains and excels against pre-agreed key performance indicators during a performance cycle.
In assessing the relative performance of the senior executives and the Group as a whole measured against the primary objective of enhancing
shareholder value over time, the Board has regard to key financial indicators. In accordance with Section 300A of the Corporations Act 2001 the
following table summarises the Group’s performance over the last 5 years.
10
2022
2021
2020
2019
2018
Net profit/(loss) before tax ($’000)
EBITDA ($’000)
Basic earnings per share (cents)
Share price at 30 June ($)
Market Capitalisation at 30 June ($m)
Dividends per share
121
1,477
(0.22)
0.20
17.28
Nil
780
1,991
0.76
0.24
17.64
Nil
(1,518)
3,276
(0.31)
0.17
8.99
Nil
722
2,104
0.64
0.27
14.28
Nil
(1,432)
(607)
(3.07)
0.16
8.46
Nil
The Board believes the above table goes some way to illustrate the positive direction the Group has taken over the past 5 years and is reflective
of much, but not all, of the performance of senior executives during that period. Due to the nature of the Groups business, there are often major
influences on a particular financial year’s profit result. The FY22 result was in part influenced by delays in being able to complete (high margin) Certus
device sales notwithstanding record revenue overall was able to be achieved.
Confidence in the strategy and growth agenda was clearly illustrated by the well subscribed capital raising undertaken during year providing
recognition of the fundamental strength of the Group.
Long-term Incentives
The Group’s Share Options Incentive Plan, in which Executive Directors and senior executives may participate, was approved by shareholders on 27
October 2017 and authorises the Directors to issue options in respect to up to 10% of the shares on issue at a given time.
The Group ensures that the payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved
by shareholders.
As noted in this report, options were issued to key management personnel or Directors during the 2022 financial year, reflecting sign on obligations
and achieved incentives.
Other benefits
Senior executives are entitled to statutory superannuation and other bonus payments subject to the discretion of the Managing Director and
the Board.
EMPLOYMENT CONTRACTS
The employment contract for the Managing Director/CEO was renewed and executed by the Company and Michael Capocchi on 30 June 2022 with
operative effect from 1 July 2022. The contract has a minimum term of 27 months. The contract can be terminated by either the Company or Mr
Capocchi, with a minimum of 9 months’ notice, subject to completion of the minimum term. The terms of Mr Capocchi’s contract include a fixed base
salary and a significant portion of his total remuneration was set at risk based on achievement of EBITDA and five annual KPIs.
All other key management personnel are permanent employees.
DETAILS OF REMUNERATION
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following directors of Beam Communications Holdings Limited:
●
●
●
●
Mr S Wallace - Non-Executive Chairman
Mr M Capocchi - Executive Managing Director
Mr D Stewart - Non-Executive Director
Mr M Chartres - Non-Executive Director (appointed 1 February 2022)
And the following persons:
●
●
●
Mr D Payne - Chief Financial Officer (Ceased 30 November 2021) and Company Secretary
Mr W Christie - Chief Technical Officer
Mr D Sleigh - Chief Financial Officer (Appointed 1 December 2021)
11
The remuneration for each director and each of the other key management personnel of the Group receiving the highest remuneration during the
year was as follows:
Short-term benefits
Cash salary
and fees
$
Cash bonus and
commission
$
Employee benefits
payable (b)
$
Post-
employment
benefits
Superannuation
$
Long-term
benefits
Share-based
payments
Employee
benefits payable
$
Options
(a)
$
Total
$
68,182
20,833
41,666
-
-
-
-
-
-
6,818
-
-
-
-
-
-
4,245
-
75,000
25,078
41,666
432,506
52,969
8,319
52,591
7,210
25,865
579,460
89, 744
224,034
121,338
998,303
5,000
5,000
26,666
89,635
1,201
12,414
1,615
23,549
9,574
22,403
12,250
3,034
4,928
238
103,636
15,410
-
-
15,818
45,928
108,553
268,779
177,925
1,276,461
Short-term benefits
Cash salary
and fees
$
Cash bonus and
commission
$
Employee benefits
payable (b)
$
Post-
employment
benefits
Superannuation
$
Long-term
benefits
Share-based
payments
Employee
benefits payable
$
Options
(a)
$
Total
$
61,111
-
27,777
-
-
-
-
-
-
-
-
-
-
-
-
441,236
179,088
9,460
41,917
6,818
179,113
205,332
914,569
20,000
-
199,088
(1,727)
(1,952)
5,781
17,015
19,322
78,254
(9,918)
4,229
1,849
-
-
-
-
-
-
-
61,111
-
27,777
678,519
205,203
226,931
1,199,541
30 June 2022
Non-Executive
Directors:
Mr S Wallace
Mr M Chartres
Mr D Stewart
Executive
Directors:
Mr M Capocchi
(c)
Other Key
Management
Personnel:
Mr D Payne
Mr W Christie
Mr D Sleigh
30 June 2021
Non-Executive
Directors:
Mr S Wallace
Mr C Hung
Mr D Stewart
Executive
Directors:
Mr M Capocchi
(c)
Other Key
Management
Personnel:
Mr D Payne
Mr W Christie
12
(a)
Option based compensation relates to the value of options issued to date and brought to account pro-rata to the time period from the date
of granting to the date of vesting, except where Accounting Standard AASB 2 required expensing to begin from the commencement of
service related to those options, notwithstanding that the issue of those options, in the case of Directors was subject to shareholder ap
proval, and in the case of key management employees, subject to performance review.
Employee benefits payable represents net increase in benefits payable charged to the consolidated statement of profit or loss and other
comprehensive income in the current year.
The majority of Mr Capocchi's remuneration is in US dollars. For 2022 his remuneration has been converted into AU dollars at the exchange
(b)
(c)
rate on 30 June 2022 of 0.6889 (2021: 0.7158)
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
Name:
30 June 2022
30 June 2021
30 June 2022
30 June 2021
30 June 2022
30 June 2021
Non-Executive
Directors:
Mr S Wallace
Mr C Hung
Mr D Stewart
Mr M Chartres
Executive Directors:
100%
-
100%
83%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
17%
Mr M Capocchi (c)
86%
74%
9%
26%
5%
Other Key
Management
Personnel:
Mr D Payne
Mr W Christie
Mr D Sleigh
95%
98%
76%
90%
100%
-
5%
2%
15%
10%
-
-
-
-
9%
-
-
-
-
-
-
-
-
SHARE-BASED COMPENSATION
Share holdings
The number of shares in the Company held during the financial year by each key management person including their personally related parties are set
Balance
1 July 2021
Received as
remuneration
Options
exercised
Placement
issue
Ceasing to be
a KMP
Net change
other (a)
Balance
30 June 2022
out below.
2022
Directors:
Mr S Wallace
Mr M Capocchi
200,000
2,671,897
Mr D Stewart (c)
10,905,000
Mr M Chartres (b)
-
Other:
Mr D Payne
Mr W Christie
Mr D Sleigh
328,570
62,778
-
14,168,245
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18,182
18,182
-
-
-
-
(328,570)
-
-
-
200,000
160,202
2,832,099
-
-
-
-
-
10,905,000
-
-
62,778
18,182
(328,570)
160,202
14,018,059
13
2021
Directors:
Mr S Wallace
Mr M Capocchi
Mr C Hung (d)
Mr D Stewart
Other:
Mr D Payne
Mr W Christie
Balance
1 July 2020
Received as
remuneration
Options
exercised
Placement
issue
Ceasing to be
a KMP
Net change
other (a)
Balance
30 June 2021
200,000
1,603,899
5,409,874
10,905,000
328,570
62,778
18,510,121
-
-
-
-
-
-
-
-
907,500
-
-
-
-
907,500
-
-
-
-
-
-
-
-
-
-
200,000
160,498
2,671,897
(5,409,874)
-
-
-
-
-
-
-
-
10,905,000
328,570
62,778
(5,409,874)
160,498
14,168,245
Net Change Other refers to shares purchased or sold on-market or off-market at current market prices during the financial year.
Mark Chartres was appointed as a director on 1 February 2022. Upon appointment Mr Chartres held no shares in the Group.
David Stewart announced his intention to the market to retire at 30 September 2022. He remains a director for the full 2022 financial year.
Carl Hung retired on 30 November 2020 and was no longer a director at the end of the 2021 financial year.
(a)
(b)
(c)
(d)
Options
The number of options over ordinary shares in the Company held during the financial year by each key management person including their personally
related parties is set out below.
Balance
1 July 2021
Granted as
remuneration
Issued as equity
investment
Options
exercised
Options
lapsed
Balance
30 June 2022
-
-
-
-
-
-
-
-
-
Balance
1 July 2021
907,500
-
-
190,575
272,250
1,370,325
-
530,798
-
200,000
-
-
400,000
1,130,798
-
-
-
-
-
-
4,546
4,546
Granted as
remuneration
Issued as equity
investment
Options
exercised
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(907,500)
-
-
-
-
(907,500)
-
-
-
-
-
-
-
-
-
-
-
-
Options
lapsed
(190,575)
(272,250)
(462,825)
-
530,798
-
200,000
-
-
404,546
1,135,344
Balance
30 June 2022
-
-
-
-
-
-
-
2022
Directors:
Mr S Wallace
Mr M Capocchi
Mr D Stewart
Mr M Chartres
Other:
Mr D Payne
Mr W Christie
Mr D Sleigh
2021
Directors:
Mr S Wallace
Mr M Capocchi
Mr C Hung
Mr D Stewart
Other:
Mr D Payne
Mr W Christie
14
All options held by Directors and key management personnel at 30 June 2022 were currently un-exercisable as at balance date.
SHARES ISSUED ON EXERCISE OF REMUNERATION OPTIONS
No options were issued during the current period.
VOTING AND COMMENTS MADE AT THE COMPANY'S 2020 ANNUAL GENERAL MEETING (AGM)
At the Company's most recent AGM, a resolution to adopt the prior year remuneration report was put to the vote and at least 75% of 'yes' votes were
cast for adoption of that report. No comments were made on the remuneration report at the AGM.
OPTIONS ISSUED
Details of options over ordinary shares granted, vested and lapsed for directors and other key management personnel as part of compensation during
the years ended 30 June 2022 and 30 June 2021 are set out below:
2022
Name
Grant date
Vesting date
Number of
options
granted
Value of
options
granted $
Value of
options
vested $
Value of
options
exercised $
Value of
options
lapsed $
Directors:
Mr S Wallace
-
-
-
-
-
Mr M Capocchi
23/12/2021
31/08/2024
530,798
122,614
25,865
Mr D Stewart
-
-
-
-
Mr M Chartres
01/02/2022
01/02/2023
200,000
10,400
Other:
Mr D Payne
Mr W Christie
-
-
-
-
-
-
-
-
-
4,245
-
-
Mr D Sleigh
23/12/2021
23/12/2024
400,000
92,400
15,818
2021
Name
Grant date
Vesting date
Number of
options
granted
Value of
options
granted $
Value of
options
vested $
Value of
options
exercised $
Directors:
Mr S Wallace
Mr M Capocchi
Mr C Hung
Mr D Stewart
Other:
Mr D Payne
Mr W Christie
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
229,588
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Value of
options
lapsed $
21,916
31,309
15
Details of options granted to and/or vested to key management personnel during the 2022 financial year are outlined below:
2022
Name
Vested No.
Granted No.
Grant date
Value of
options
granted date
Exercise
price
First exercise
date
Expiry
date
Directors:
Mr S Wallace
Mr M Capocchi
Mr D Stewart
Mr M Chartres
Other:
Mr D Payne
Mr W Christie
Mr D Sleigh
-
-
-
-
-
-
-
-
-
-
-
530,798
23/12/2021
-
-
200,000
01/02/2022
730,798
-
0.231
-
0.052
-
-
-
0.35
31/08/2024
31/08/2026
-
-
-
0.53
01/02/2023
01/02/2025
-
-
-
-
-
-
-
-
-
-
-
-
400,000
23/12/2021
0.231
0.35
23/12/2024
23/12/2026
400,000
1,130798
No options were granted and/or vested to key management personnel in the 2021 financial year.
This concludes the remuneration report, which has been audited.
SHARES UNDER OPTION
Unissued ordinary shares of Beam Communications Holdings Limited under option at the date of this report are as follows:
Grant date
30 November 2020
30 November 2020
30 November 2021
23 December 2021
23 December 2021
Expiry date
31 December 2022
31 December 2022
31 December 2023
31 August 2026
23 December 2026
Exercise price
Number under option
$0.50
$0.50
$1.00
$0.35
$0.35
7,085,334
1,500,000
3,340,905
530,798
400,000
12,857,037
Shares issued on the exercise of options
The following ordinary shares of Beam Communications Holdings Limited were issued during the year ended 30 June 2022 and up to the date of this
report on the exercise of options granted:
Date options granted
30 November 2020
INDEMNITY AND INSURANCE OF DIRECTORS AND OFFICERS
Exercise price
Number of shares issued
$0.50
5,333
During the year, the Group has paid premiums in respect of an insurance contract to indemnify its Directors and officers against liabilities that may
arise from their positions. Directors and officers indemnified include the Company Secretary, all directors and all executive officers participating in the
management of the Group.
Further disclosure required under section 300(9) of the Corporations Act is prohibited under the terms of the insurance contract.
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.
16
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.
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.
AUDITOR
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001.
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
___________________________
Mr Simon Wallace
Chairman
30 August 2022
17
GENERAL INFORMATION
The financial statements cover Beam Communications Holdings Limited as a Group consisting of Beam Communications Holdings Limited and the
entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Beam Communications
Holdings Limited's functional and presentation currency.
Beam Communications Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
Unit 5 / 8 Anzed Court
Mulgrave, VIC, 3170
Australia
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 30 August 2022. The directors have the power to
amend and reissue the financial statements.
18
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Beam Communications Holdings Limited for the year ended
30 June 2022, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
M PARAMESWARAN
Partner
Melbourne, VIC
Dated: 30 August 2022
Beam Communications Holdings Limited
SSTTAATTEEMMEENNTT OOFF PPRROOFFIITT OORR LLOOSSSS AANNDD OOTTHHEERR CCOOMMPPRREEHHEENNSSIIVVEE IINNCCOOMMEE
For the year ended 30 June 2022
Revenue
Other income
Expenses
Cost of sales
Employment expense
Depreciation and amortisation expense
Finance costs
Administrative expense
Legal, insurance and patent
Marketing and ICT
Share of loss from interest in Joint Venture
Other
Profit before income tax expense
Income tax expense
Profit/(loss) after income tax expense for the year attributable to the owners of
Beam Communications Holdings Limited
Other comprehensive income for the year, net of tax
Total comprehensive income/(loss) for the year attributable to the owners of
Beam Communications Holdings Limited
Consolidated
Note 30 June 2022 30 June 2021
$
$
4
5
23,662,530
18,497,060
664,689
1,028,018
(17,237,342)
(3,445,277)
(1,205,446)
(150,643)
(390,944)
(262,380)
(729,603)
(248,820)
(536,132)
(12,780,319)
(2,818,700)
(1,010,377)
(200,057)
(570,356)
(203,970)
(605,555)
(137,080)
(418,217)
120,632
780,447
7
(297,437)
(271,268)
(176,805)
509,179
-
-
(176,805)
509,179
Cents
Cents
Basic earnings per share
Diluted earnings per share
28
28
(0.22)
(0.22)
0.76
0.76
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
20
Beam Communications Holdings Limited
STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Total current assets
Non-current assets
Plant and equipment
Right-of-use assets
Development costs
Deferred tax
Interest in joint venture
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Provisions
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
Note 30 June 2022 30 June 2021
$
$
8
9
10
13
11
14
15
12
16
18
19
17
18
19
5,774,988
6,035,433
4,335,631
16,146,052
3,707,484
3,156,473
3,071,973
9,935,930
91,272
218,881
7,569,088
317,503
-
8,196,744
71,530
360,309
5,500,054
596,169
232,560
6,760,622
24,342,796
16,696,552
6,048,193
221,492
1,199,544
7,469,229
2,633,268
207,437
1,101,924
3,942,629
485,756
105,208
48,098
639,062
735,112
309,129
48,112
1,092,353
8,108,291
5,034,982
16,234,505
11,661,570
20
17,374,871
163,429
(1,303,795)
12,703,060
85,500
(1,126,990)
16,234,505
11,661,570
The above statement of financial position should be read in conjunction with the accompanying notes
21
Beam Communications Holdings Limited
STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2022
Consolidated
Balance at 1 July 2020
Profit after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Shares issued, net of transaction costs
Adjustment for broker options issued
Adjustment for employee share options lapsed
Adjustment for employee share options exercised
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
7,646,641
320,394
(1,956,563)
6,010,472
-
-
-
-
-
-
509,179
-
509,179
-
509,179
509,179
4,964,957
(85,500)
-
176,962
-
85,500
(320,394)
-
-
-
320,394
-
4,964,957
-
-
176,962
Balance at 30 June 2021
12,703,060
85,500
(1,126,990) 11,661,570
Consolidated
Balance at 1 July 2021
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
Shares issued, net of transaction costs
Remuneration based option payments
Adjustment for broker options issued
Adjustment for share options exercised
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
12,703,060
85,500
(1,126,990) 11,661,570
-
-
-
-
-
-
(176,805)
-
(176,805)
-
(176,805)
(176,805)
4,701,144
-
(32,000)
2,667
-
45,929
32,000
-
-
-
-
-
4,701,144
45,929
-
2,667
Balance at 30 June 2022
17,374,871
163,429
(1,303,795) 16,234,505
The above statement of changes in equity should be read in conjunction with the accompanying notes
22
Beam Communications Holdings Limited
STATEMENT OF CASH FLOWS
For the year ended 30 June 2022
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Interest and finance charges paid
Income tax credit
COVID-19 relief
Net cash from operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for capitalised development costs
Proceeds from research and development grant
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares, net of transaction costs
Net loan payments
Lease liability repayments
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Consolidated
Note 30 June 2022 30 June 2021
$
$
23
13
20
28,175,997
(27,856,077)
1,276
(98,661)
104,447
-
19,191,491
(18,496,129)
561
(158,066)
28,645
366,500
326,982
933,002
(60,464)
(3,061,489)
712,663
(22,037)
(2,507,345)
689,703
(2,409,290)
(1,839,679)
4,703,811
(345,539)
(208,460)
4,964,957
(1,046,592)
(178,164)
4,149,812
3,740,201
2,067,504
3,707,484
2,833,524
873,960
Cash and cash equivalents at the end of the financial year
8
5,774,988
3,707,484
The above statement of cash flows should be read in conjunction with the accompanying notes
23
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 1. Significant accounting policies
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. The impact of these standards did
not have a material impact on the Group.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
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 and comply
with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group is
a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies
adopted in the preparation of these financial statements are presented below and have been consistently applied unless
stated otherwise.
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, financial assets at fair value through other
comprehensive income.
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 2.
Accounting policies
The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report.
The accounting policies have been consistently applied to all years presented, unless otherwise stated. When required by
Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial
year.
(a) Principles of consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the parent (Beam
Communications Holdings Limited) and all of the subsidiaries which are entities the parent controls. A list of the subsidiaries
is provided in Note 30.
24
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 1. Significant accounting policies (continued)
(b) Income tax
Income tax expense (benefit) for the year comprises current income tax expense (credit) and deferred income tax expense
(benefit).
A net deferred tax expense has been recognised in the current year reflecting the movements in deferred tax assets and
liabilities for the period.
Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from
the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or
taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is
settled. Deferred tax is credited in the statement of profit or loss and other comprehensive income except where it relates to
items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against
which deductible temporary differences can be utilised. At each reporting date, the Group re-assesses unrecognised deferred
tax assets as to the extent that it has become probable that future tax profit will enable recognition.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and
liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate
to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it
is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in
future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
Beam Communications Holdings Limited and its wholly owned Australian subsidiaries have formed a tax consolidated group
under the tax consolidation regime. The current tax liability of each group entity and deferred tax assets arising from tax
losses are immediately assumed by the parent entity.
(c) Trade and other receivables
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
(d) Plant and equipment
Plant and equipment is carried at cost less any accumulated depreciation and impairment losses, where applicable.
The carrying amount of plant and equipment is reviewed at each reporting date by directors to ensure it is not in excess of
the recoverable amount from these assets.
Repairs and maintenance to plant and equipment is charged to the statement of profit or loss and other comprehensive
income during the financial period in which it is incurred.
The depreciable amount of plant and equipment is depreciated on a straight line basis over their useful lives to the Group
commencing from the time the asset is held ready for use.
The straight line depreciation rates for plant and equipment were:
Office furniture and equipment
Computer and test equipment
Rental equipment
5-10 years
3 years
3-5 years
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date. An asset’s
carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses
are included in the statement of profit or loss and other comprehensive income.
25
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 1. Significant accounting policies (continued)
(e) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct
materials and direct labour.
(f) Development costs
Development costs are capitalised only when it is probable that the expected future economic benefits would flow to the
company and can be measured reliably. Development costs have a finite life and are amortised on a systematic basis
matched to future production. Expenditure not related to the creation of a new product is recognised as an expense when
incurred.
The amortisation rate for capitalised development costs is dependent on an assessment of the minimum useful life of each
project. Recent projects/products have been assessed at 4 years giving a 25% amortisation rate during 2022.
(g) Employee benefits
Short-term employee benefits
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits
(other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting
period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee
benefits are measured at the undiscounted amounts expected to be paid when the obligation is settled.
The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part
of current trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual
leave and long service leave entitlements are recognised as provisions in the statement of financial position.
Other long-term employee benefits
Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within
12 months after the end of the annual reporting period in which the employees render the related service. Other long-term
employee benefits are measured at the present value of the expected future payments to be made to employees. Expected
future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and
are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds
that have maturity dates that approximate the terms of the obligations. Any re-measurements for changes in assumptions of
obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur.
Option based compensation relates to the value of options issued to date and brought to account pro-rata to the time period
from the date of issue to the date of vesting, except in the case of Director's where Accounting Standard AASB 2 requires
expensing to begin from the commencement of service related to those options, notwithstanding that the issue of those
options is subject to shareholder approval.
The Group’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial
position, except where the Group does not have an unconditional right to defer settlement for at least 12 months after the
end of the reporting period, in which case the obligations are presented as current provisions.
(h) Financial instruments
Financial instruments in the form of trade receivables, trade payables and other financial assets and liabilities are initially
measured at fair value adjusted by transactions costs on trade date when the related contractual rights or obligations arise.
Realised and unrealised gains or losses arising from changes in the fair value of these assets or liabilities are included in the
statement of profit or loss and other comprehensive income in the period in which they arise. At each reporting date, the
group assesses whether there is objective evidence that a financial instrument has been impaired. Impairment losses are
recognised in the statement of profit or loss and other comprehensive income. Refer note 21 for a detailed review of the
group’s financial instruments.
The Group does not designate any interests in subsidiaries as being subject to the requirements of Financial Instruments
accounting standards.
26
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 1. Significant accounting policies (continued)
(i) Impairment of assets
At each reporting date, the group reviews the carrying values of its assets to determine whether there is an indication that
those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the
asset’s fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the assets
carrying value over its recoverable amount is expensed to the statement of profit or loss and other comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
The group uses an Expected Credit Loss model in assessing impairment of trade and other receivables or loans and other
instruments that fall within the scope AASB 9 impairment requirements. The model includes a simplified approach in
accounting for trade and other receivables as well as contract assets, and records the loss allowance at the amount equal
to the expected lifetime credit losses. Under this simplified approach, the Group uses its historical experience, external
indicators and forward-looking information to calculate the expected credit losses.
(j) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments
with original maturities of three months or less, and bank overdrafts. Where applicable, bank overdrafts are disclosed within
other financial liabilities in current liabilities on the statement of financial position.
(k) Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. The entity recognises a right-of-
use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-
term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the
Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless
another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are
consumed.
When measuring lease liabilities for lease that had been classified as operating leases, the Group discounted lease payments
using its incremental borrowing rate at 1 July 2019. The weighted average rate applied was 7.3% to 8%.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the entity uses its incremental
borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease
liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or
before the commencement day, less any lease incentives received, any initial direct costs and an estimate of any costs to
dismantle and remove the asset at the end of the lease. They are subsequently measured at cost less accumulated
depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life
of the underlying asset. They are subject to impairment or adjusted for remeasurement.
(l) Revenue recognition
Revenue from the sale of goods or services is brought to account upon fulfilment of the relevant performance obligations of
the contract with the customer. Performance obligations are fulfilled upon delivery of the goods or services to the customer
at which point the transaction price is brought to account as revenue. The transaction price is the amount of consideration to
which the group expects to be entitled in exchange for transferring promised goods or services to a customer.
Interest revenue and rental income are recognised when they become receivable. Other revenue is recognised when the
right to receive the revenue has been established.
(m) Government grants
Government grants in the form of refundable Research and Development Tax Offsets received in respect of capitalised
Development Costs are initially recognised as deferred income upon receipt, and brought to account as income on a
systematic basis over the useful life of the related Development Cost assets.
There are no unfulfilled conditions or other contingencies attaching to government grants recognised in the financial
statements.
27
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 1. Significant accounting policies (continued)
(n) Interest in joint venture
A joint venture represents the contractual sharing of control between parties in a business venture where unanimous
decisions about relevant activities are required.
Where the Group is a party to a joint venture, the Group recognises its interests in the joint venture using the equity method
whereby the investment in the joint venture is carried in the statement of financial position at cost plus post acquisition
changes in the Group’s share of net assets of the joint venture.
The statement of profit or loss and other comprehensive income reflects the Group’s share of the results of operations of the
joint venture. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated
to the extent of the interest in the joint venture.
(o) Foreign currency transactions and balances
Functional and presentation currency
The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and
presentation currency. The functional currency of each of the group's entities is measured using the currency of the primary
economic environment in which that entity operates.
Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the
transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured
at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at
fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the statement of profit or loss and other
comprehensive income.
(p) Goods and Services Tax (GST)
Revenue, expenses and assets are recognised net of the amount of GST, except where the amount of GST is not recoverable
from the Australian Taxation Office. In these circumstances the GST is recognised as part of the asset or expense cost.
Receivables and Payables are shown in the statement of financial position as inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and
financing activities which are disclosed as operating cash flows.
(q) 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.
(r) 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.
(s) New Accounting Standards and Interpretations not yet mandatory or early adopted
The below are Accounting Standards and Interpretations issued by the AASB that are not yet mandatorily applicable to the
Group, with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods:
28
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 1. Significant accounting policies (continued)
Accounting Standards and Interpretations
Applicable to annual
reporting periods
beginning on or after
AASB 2020-1 Amendments to AASs - Classification of Liabilities as Current or Non-current
liabilities as Current or Non-current
AASB 2020 -3 Amendments to AASs - Annual Improvements 2018-2020 and Other Amendments 1 Jan 2022
1 Jan 2022
AASB 2020-6 Amendments to AASs - Classification of Liabilities as Current or Non-current
liabilities as Current or Non-current – Deferral of Effective Date
AASB 2021-2 Amendments to AASs - Disclosure of Accounting Policies and Definition of
Accounting Estimates
AASB 2021-5 Amendments to AASs - Deferred Tax related to Assets and Liabilities arising from a
Single Transaction
AASB 2014-10 Sale or contribution of Assets between an Investor and its Associate or Joint
Venture
1 Jan 2023
1 Jan 2023
1 Jan 2023
1 Jan 2025
Note 2. 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.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes
model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and
liabilities within the next annual reporting period but may impact profit or loss and equity.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit
loss rate for each group. These assumptions include recent sales experience and historical collection rates.
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the
provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that
affect inventory obsolescence.
Estimation of useful lives of assets
The consolidated group determines the estimated useful lives and related amortisation charges for its finite life intangible
assets. The useful lives could change significantly as a result of technical innovations or some other event. The amortisation
charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic
assets that have been abandoned or sold will be written off or written down.
Lease liabilities
The incremental borrowing rate applied to various lease liabilities recognised under AASB 16 ranges between 7.3% - 8%.
29
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 2. Critical accounting judgements, estimates and assumptions (continued)
Income tax
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining
the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business
for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based
on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the
carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such
determination is made.
Deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
The deferred tax expense reflects the movements in the deferred assets and liabilities. The directors have maintained a
consistent approach and have recognised 60% (2021: 60%) of the deferred tax assets and liabilities relating to carried forward
tax losses.
Although the Directors expect sufficient future profitability to enable the full value of all deferred tax assets to be utilized, the
decision has been taken not to increase the proportion taken up at this time, with continuing demonstration of the Group’s
return to profitability required before the Board would consider doing so.
The amount of unused net deferred tax assets relating to tax losses which have not been brought to account (being the 40%
portion) is $762,526 (2021: $765,430) and capital tax losses of $1,681,896 (2021: $1,681,896).
The amount of net deferred tax assets which may be realised in the future is dependent on the assumption that no adverse
change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable
income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
Employee benefits provision
As discussed in Note 1, the liability for employee benefits expected to be settled more than 12 months from the reporting
date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all
employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases
through promotion and inflation have been taken into account.
Warranty provision
In determining the level of provision required for warranties the Group has made judgements in respect of the expected
performance of the products, the number of customers who will actually claim under the warranty and how often, and the
costs of fulfilling the conditions of the warranty. The provision is based on estimates made from historical warranty data
associated with similar products and services.
Note 3. Operating segments
Identification of reportable operating segments
The Group has identified operating segments based upon internal reports that are reviewed and used by the Directors in
assessing performance and determining the allocation of resources in respect of its satellite communications products
services and online sales. As the online sales segment operated by SatPhone Shop Pty Ltd, a wholly owned subsidiary
company, does not meet the quantitative threshold for separate disclosure, the company considers its aggregate segment
as it sole segment. Accordingly, revenue and results are fully disclosed in the consolidated statement of profit or loss and
other comprehensive income for this aggregated sole operating segment.
The consolidated statement of financial position discloses the sole operating segment assets and liabilities which are held
within Australia.
Major customers
The Group has a number of customers to whom it provides products and services. The Group supplied a single customer in
Canada accounting for 34% of external revenue (2021: 29%) and the second largest customer, located in the United States,
accounted for 15% of external revenue (2021: 13%). The next most significant customer also accounts for 10% of external
revenue (2021: 10%).
30
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 3. Operating segments (continued)
Geographical information
The geographical disaggregation of sales has been presented in Note 4.
Note 4. Revenue
Equipment sales
Airtime
Other
Revenue
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Geographical regions
Australia
United States of America
United Arab Emirates
United Kingdom
China
Canada
Japan
Other foreign countries
Timing of revenue recognition
Goods and services transferred at a point in time
Goods and services transferred over time
Note 5. Other income
Research and development grant
Interest
COVID-19 relief
Foreign exchange
Gain on reversal of joint venture loss accrual
Other
Other income
Consolidated
30 June 2022 30 June 2021
$
$
22,423,412
699,967
539,151
17,353,524
969,627
173,909
23,662,530
18,497,060
Consolidated
30 June 2022 30 June 2021
$
$
5,114,365
4,520,584
574,837
1,328,640
133,315
9,153,440
363,400
2,473,949
4,166,871
3,454,692
760,875
1,279,838
227,169
6,053,935
343,460
2,210,220
23,662,530
18,497,060
22,549,205
1,113,325
17,423,393
1,073,667
23,662,530
18,497,060
Consolidated
30 June 2022 30 June 2021
$
$
470,138
1,276
-
193,275
-
-
363,258
561
366,500
-
294,893
2,806
664,689
1,028,018
31
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 6. Expenses
Profit before income tax includes the following specific expenses:
Cost of sales
Opening inventories
Add: Purchases and other stock adjustments
Less: Closing inventories (note 10)
Finance costs expense
Interest expense on lease liabilities
Other financial costs
Other expenses
Product development costs expensed
Operating lease payments
Note 7. Income tax expense
Income tax expense
US tax loss (credit)
Current movement of temporary difference in net deferred tax assets
Movement in deferred tax asset associated with carry forward tax losses
Aggregate income tax expense
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense
Tax at the statutory tax rate of 25%
Tax reconciling items
US tax loss (credit)
Deferred tax assets loss
Income tax expense
2022
$
2021
$
3,071,973
18,501,000
21,572,973
3,576,082
12,276,210
15,852,292
(4,335,631)
(3,071,973)
17,237,342
12,780,319
31,629
119,014
150,643
45,432
154,625
200,057
248,897
36,118
241,071
34,409
Consolidated
30 June 2022 30 June 2021
$
$
18,770
274,310
4,357
(147,976)
310,941
108,303
297,437
271,268
120,632
780,447
30,158
195,112
(30,158)
18,771
278,666
(195,112)
(147,976)
419,244
297,437
271,268
Income tax expense includes a tax expense of $18,770, incurred by the Group's USA subsidiary, which is unable to be
combined with Australian tax losses.
There are no franking credits available to equity holders.
32
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 8. Cash and cash equivalents
Current assets
Cash at bank and on hand
Note 9. Trade and other receivables
Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables and prepayments
Rental & other security deposits
Consolidated
30 June 2022 30 June 2021
$
$
5,774,988
3,707,484
Consolidated
30 June 2022 30 June 2021
$
$
1,376,942
-
1,376,942
1,793,387
-
1,793,387
4,544,705
113,786
4,658,491
1,249,621
113,465
1,363,086
6,035,433
3,156,473
Ageing reconciliation
Within trade
terms
Past due but
not impaired
(days
overdue)
31-60
Past due but
not impaired
(days
overdue)
61-90
Past due but
not impaired
(days
overdue)
90+
Past due
& impaired
Gross
amount
2022
Current
Trade receivables
Other receivables
Rental & other security deposits
1,031,925
4,544,706
113,786
345,017
-
-
Expected credit loss rate
-
-
-
-
-
-
2021
Current
Trade receivables
Other receivables
Rental & other security deposits
1,521,905
1,249,621
113,465
248,880
-
-
17,296
-
-
Expected credit loss rate
-
-
-
-
-
-
-
5,306
-
-
-
-
-
-
-
-
-
-
-
1,376,942
4,544,706
113,786
-
1,793,387
1,249,621
113,465
-
All trade receivables past due terms but not impaired are expected to be received in the normal course of business.
33
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 10. Inventories
Current assets
Raw materials - at cost
Finished goods - at cost
Less: Provision for impairment
Note 11. Right-of-use assets
Non-current assets
Plant and equipment - right-of-use
Less: Accumulated depreciation
Consolidated
30 June 2022 30 June 2021
$
$
677,249
4,058,382
(400,000)
364,113
2,987,860
(280,000)
4,335,631
3,071,973
Consolidated
30 June 2022 30 June 2021
$
$
1,330,659
(1,111,778)
1,312,066
(951,757)
218,881
360,309
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2020
Depreciation expense
Balance at 30 June 2021
Additions
Depreciation expense
Balance at 30 June 2022
Balance
$
519,068
(158,759)
360,309
18,594
(160,022)
218,881
The Group leases several assets, which includes building, forklift and printers with original lease terms of 9, 5 and 5 years
respectively. There are no variable lease payment terms in any lease contracts.
There are no extension or termination options on the leases.
Amount recognised in profit or loss
Depreciation expense on right-of-use assets
Interest expense on lease liabilities
Expense relating to short-term leases
2022
$
2021
$
160,022
31,629
18,665
158,759
45,432
11,892
34
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 12. Interest in joint venture
Non-current assets
Investment in joint venture
Group's accumulated share of loss from Zoleo Inc joint venture for the year ended
Consolidated
30 June 2022 30 June 2021
$
$
1,098,699
(1,098,699)
1,082,439
(849,879)
-
232,560
The Group has a 50% share in a joint venture company, Zoleo Inc , which was incorporated in Canada in August, 2018.
Zoleo Inc had no contingent liabilities or capital commitments as at 30 June 2022.
The Group's accumulated contribution US$775,100 had been previously recognised as an increase in investment as per the
equity accounting method and was written down to nil during the financial year as the Group's share of the accumulated
losses exceeds the investment total.
Summarised financial information:
Summarised statement of financial position:
Current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net asset deficiency
Share capital
Accumulated losses
Net equity
Summarised statement of profit or loss and other comprehensive income:
Revenue
Cost of goods sold
Gross profit
Expenses
Operating staff costs
Marketing
Professional services
Billing & support fees
Other expenses
Total expenses
Gain on FX
Non-operating expense
Loss for the year
Group's share of loss for the year ended
Zoleo Inc
2022
$
Zoleo Inc
2021
$
7,397,880
7,397,880
3,484,866
3,484,866
(7,620,740)
(2,249,964)
(9,870,704)
(3,021,515)
(2,061,719)
(5,083,234)
(2,472,824)
(1,598,368)
290
(2,473,114)
266
(1,598,634)
(2,472,824)
(1,598,368)
30,386,673
(27,767,580)
2,619,093
13,477,482
(12,766,594)
710,888
(2,618,583)
(205,802)
(33,804)
(175,619)
(241,919)
(3,275,727)
(604,867)
(28,100)
(46,135)
(183,389)
(124,020)
(986,511)
-
1,463
(71,884)
-
(728,518)
(274,160)
(364,259)
(137,080)
35
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 13. Plant and equipment
Non-current assets
Office furniture and equipment - at cost Less:
Accumulated depreciation
Computer and test equipment - at cost Less:
Accumulated depreciation
Rental equipment - at cost
Less: Accumulated depreciation
Total plant and equipment
Consolidated
30 June 2022 30 June 2021
$
$
498,346
(472,515)
25,831
456,722
(402,920)
53,802
45,952
(34,313)
11,639
491,431
(462,463)
28,968
410,808
(378,864)
31,944
43,493
(32,875)
10,618
91,272
71,530
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Office
furniture
& equipment
$
Computer &
test
equipment
$
Rental
equipment
$
Total
$
42,451
-
-
(13,483)
28,968
6,915
-
(10,052)
34,559
22,037
(2,200)
(22,452)
31,944
45,915
-
(24,057)
16,801
-
(952)
(5,231)
10,618
7,635
(1,680)
(4,934)
93,811
22,037
(3,152)
(41,166)
71,530
60,465
(1,680)
(39,043)
25,831
53,802
11,639
91,272
Consolidated
30 June 2022 30 June 2021
$
$
9,385,922
(1,816,834)
6,310,505
(810,451)
7,569,088
5,500,054
Consolidated
Balance at 1 July 2020
Additions
Disposals
Depreciation expense
Balance at 30 June 2021
Additions
Disposals
Depreciation expense
Balance at 30 June 2022
Note 14. Development costs
Non-current assets
Development costs
Less: Accumulated amortisation
36
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 14. Development costs (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Movement in carrying amount of development costs
Consolidated
Balance at 1 July 2020
Additions
Amortisation expense
Balance at 30 June 2021
Additions
Amortisation expense
Balance at 30 June 2022
$
3,803,161
2,507,344
(810,451)
5,500,054
3,885,868
(1,816,834)
7,569,088
The Group has assessed the minimum useful life of products from recent development projects at 4 years giving a 25%
amortisation rate on completed projects during 2022 financial year.
The balance at 30 June 2022 included an ongoing Iridium product development costs of an accumulated total of
$4,905,745 not subject to amortisation during the year.
In line with the accounting policy detailed in Note 1(i), the carrying value of assets is reviewed to determine whether there is
an indication that those assets have been impaired. None of the intangible assets was written off during the financial year.
Note 15. Deferred tax
Non-current assets
Deferred tax asset
Deferred tax assets
Carrying amount of patents and capital raising costs
Accruals
Provisions
Lease liabilities
Tax losses
Deferred tax liabilities
Product development costs
Right-of-use assets
Other financial liabilities
Consolidated
30 June 2022 30 June 2021
$
$
317,503
596,169
Balance at Charged to Balance at
income
1 July 2021
30 June 2022
48
41,427
218,725
77,485
1,148,144
1,485,829
(45)
(3,486)
39,043
(28,480)
(4,355)
2,677
3
37,941
257,768
49,005
1,143,789
1,488,506
(825,008)
(54,046)
(10,606)
(310,355)
21,214
7,797
(1,135,363)
(32,832)
(2,809)
596,169
(278,667)
317,502
37
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 16. Trade and other payables
Current liabilities
Trade payables and accruals
Deferred R&D income
Other deferred income
Consolidated
30 June 2022 30 June 2021
$
$
4,428,550
826,278
793,365
1,795,657
583,753
253,858
6,048,193
2,633,268
The Group initially recognises R&D grants as deferred income upon receipt and brings to account the income over the same
period as the amortisation of the related completed project cost. $470,138 of R&D grant income was recognised in the
statement of profit & loss for the year as shown in Note 5.
Refer to Note 21 for further information on financial instruments.
Note 17. Borrowings
Non-current liabilities
Secured loan
Consolidated
30 June 2022 30 June 2021
$
$
485,756
735,112
The Group has a secured loan facility with Roadpost Inc. of up to US$600,000. Roadpost is a Canadian company and a joint
venture partner with Beam Communications Pty Ltd to develop, market and distribute the Zoleo product, a satellite based
messaging device, including associated airtime contracts. The interest-free Assistance Loan is to assist Beam to establish
the business and is repayable at Beam's sole discretion.
As at 30 June 2022, US$344,716 has been drawn down. The total loan balance of A$485,756 represents the fair value of
the loan at 30 June 2022. The loan is secured by Beam's pledge of shares in Zoleo Inc, an entity established with Roadpost
to manage the Zoleo business.
Refer to Note 21 for further information on financial instruments.
Banking facilities
All bank facilities are secured by first ranking Registered Mortgage Debenture over the Group's assets including uncalled
capital and called but unpaid capital. At 30 June 2022, the company had the following unused bank facilities:
●
●
●
An Australian dollar overdraft with a limit of $300,000 (2021: $300,000). The overdraft was not utilised at 30 June 2022
or 30 June 2021.
A US dollar overdraft with a limit of US$320,000 (2021: US$320,000). The US dollar overdraft was not utilised at 30
June 2022 or 30 June 2021.
Bank guarantee facilities of the Group total $150,000 (2021: $150,000) of which $100,000 has been allocated to a
subsidiary company and $50,000 to the parent. Both were fully utilised at 30 June 2022 and 30 June 2021.
On 1 July 2020 the NAB granted Beam a 3 year, low interest term loan of $500,000 and a further $500,000 on 10 May 2021
part secured by the Australian government under their Covid19 relief program to assist with funding of Beam’s product
development program. The principal outstanding of $972,970 was repaid on 19 May 2021 and, after allowing for amortisation,
$665,979 was available to be redrawn at 30 June 2022.
38
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 18. Lease liabilities
Current liabilities
Lease liability
Non-current liabilities
Lease liability
Consolidated
30 June 2022 30 June 2021
$
$
221,492
207,437
105,208
309,129
326,700
516,566
The entity does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the
Group’s treasury function.
Refer to Note 21 for further information on financial instruments.
Carrying amounts and movements
Balance at 1 July 2020
Additional
Decrease in liability
Balance at 30 June 2021
Additional
Decrease in liability
Balance at 30 June 2022
Note 19. Provisions
Current liabilities
Employee benefits
Warranty costs
Other
Non-current liabilities
Employee benefits
$
697,536
-
(180,970)
516,566
18,594
(208,460)
326,700
Consolidated
30 June 2022 30 June 2021
$
$
1,004,004
84,852
110,688
1,001,500
100,424
-
1,199,544
1,101,924
48,098
48,112
1,247,642
1,150,036
39
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 19. Provisions (continued)
Movements in provisions
Movements in each class of provision during the current financial year are set out below:
Consolidated - 30 June 2022
Carrying amount at the start of the year
Additional provisions recognised
Amounts used
Employee Warranty
benefits
$
costs
$
Other
$
Total
$
1,049,612
679,721
(677,230)
100,424
26,660
(42,232)
-
110,688
-
1,150,036
817,069
(719,463)
Carrying amount at the end of the year
1,052,103
84,852
110,688
1,247,642
Note 20. Issued capital
Ordinary shares - fully paid
86,421,921
75,052,952
17,374,871
12,703,060
Consolidated
30 June 2022 30 June 2021 30 June 2022 30 June 2021
Shares
Shares
$
$
Movements in ordinary share capital
Details
Balance
Shares Issued, net of transaction costs
Shares issued on the exercise of options
Balance
Shares Issued, net of transaction costs (a)
Shares issued on the exercise of options (b)
Date
1 July 2020
30 June 2021
Shares
Issue price
$
52,873,452
21,272,000
907,500
75,052,952
11,363,636
5,333
$0.25
$0.20
$0.44
$0.50
7,646,641
4,879,457
176,962
12,703,060
4,669,144
2,667
17,374,871
Balance
30 June 2022
86,421,921
(a) Shares issued
During the 2022 financial year, the Group issued a placement for 11,363,636 ordinary shares on 30 November 2021 for
$0.44 per share. The total transaction costs for issuance of the shares was $330,846. Proceeds from the capital raise will be
used to fund sales and device development activities and provide the Company with the opportunity to consider strategic
acquisitions.
Investors participating under the placement were issued with 2,840,905 options as 1:4 attaching options, and the Group's
corporate advisor, Peak Asset Management, also received 500,000 share options as payment for corporate advisory services
provided, as outlined at note 25. These options were granted on 30 November 2021 at an exercisable price of $1.00 and
have an expiry date of 1 December 2023.
(b) Exercise of options
On 11 November 2021, 5,333 options, which had been granted on 30 November 2020 to participants in a share placement
with an expiry date of 31 December 2022, were exercised by the holder. These options had been exercisable from 30
November 2020.
(c) 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.
40
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 20. Issued capital (continued)
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.
(d) Share buy-back
There is no current on-market share buy-back.
(e) Capital risk management
When managing capital, management's objective is to ensure the Group continues as a going concern as well as to maintain
optimal returns to shareholders and benefits for other stakeholders.
No dividends have been paid or declared in respect of ordinary shares for the 2022 financial year or prior years.
The Group effectively manages its capital by assessing the financial risks and adjusting its capital structure in response to
changes in these risks and in the market. These responses include the management of debt levels, distributions to
shareholders, share issues, or convertible note issues.
The capital risk management policy remains unchanged from the 30 June 2021 Annual Report.
Note 21. Financial instruments
Financial risk management objectives
The Group undertakes transactions in a range of financial instruments including:
- cash assets;
- receivables;
- payables;
- deposits
Activities undertaken by entities within the Group result in exposure to a number of financial risks, including market risk
interest rate risk, foreign currency risk, credit risk and liquidity risk.
Due to the size of operation conducted by the Group, risk management is monitored directly by the Board of Directors of the
parent company with the aim of mitigation of the above risks and reduction of the volatility on the financial performance of
the Group.
The risks associated with material financial instruments and the Group's policies for minimising these risks are detailed below.
Interest rate risk management
Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument will
fluctuate due to changes in market interest rates.
Interest rate risk for the Group primarily arises from bank funding.
Facilities are provided by the Group's bankers and if, drawn upon, are at variable interest rates based upon Business
Overdraft Prime Indicator rates plus a risk margin. The group diligently manages the facilities and its accompanying rate risk
in its daily operations by keeping the net debt portfolio at a minimum level or in an in-funds position.
These risk exposures related to the financial instruments are not considered material and therefore no sensitivity analysis
has been provided.
Financial Instrument Composition and Maturity
The Group's exposure to interest rate risk, and the effective weighted average interest rates on classes of financial assets
and financial liabilities, is as follows:
41
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 21. Financial instruments
(continued)
2022
Financial asset
Cash assets
Receivables
Financial liability
Payables (excluding deferred
income)
Lease liabilities
2021
Cash assets
Receivables
Floating
interest
$
Fixed
interest
$
Weighted
average
interest rate
%
Non-interest
bearing
$
Total
$
5,774,988
-
5,774,988
- 0.00%
- 0.00%
-
-
6,035,433
6,035,433
5,774,988
6,035,433
11,810,421
-
-
-
- 0.00%
326,700 7.36%
326,700
4,914,306
-
4,914,306
4,914,306
326,700
5,241,006
Floating
interest
$
3,707,484
-
3,707,484
Fixed
interest
$
Weighted
average
interest rate
%
Non-interest
bearing
$
Total
$
- 0.00%
- 0.00%
-
-
3,156,473
3,156,473
3,707,484
3,156,473
6,863,957
Payables (excluding deferred
income)
Lease liabilities
-
-
-
0.00%
-
516,566 7.36%
516,566
2,530,769
-
2,530,769
2,530,769
516,566
3,047,335
Foreign currency risk management
Foreign currency risk refers to the risk that the value of a financial commitment, recognised asset or liability will fluctuate due
to changes in foreign currency rates. The Group conducts the majority of its receivable and payable transactions in foreign
currency, primarily in US Dollars. The Group's foreign currency exchange risk arises from the holding of foreign currency
deposits and transactions in normal trading operations resulting in trade receivables and payables being held at balance
date.
Foreign currency risk sensitivity:
If foreign exchange rates were to increase/decrease by 10% from rates used to determine values as at reporting date then
the impacts on profit and equity due to unrealised foreign currency exchange gains or losses on foreign currency deposits
and trade receivables and payables are as follows:
Year
ended
30 June
2022
Foreign
currency
movement $
Year
ended
30 June
2021
$
Impact on profit after tax
Impact on equity
+/- 10%
+/- 10%
+/- 23,299 +/-157,692
+/- 23,299 +/-157,692
The above sensitivity reflects the low net holding of foreign currency financial instruments at balance date. Whilst foreign
currency payables and receivables are largely offsetting during the year, the Group monitors and manages the associated
currency risks in order to reduce the impact of market risk volatility, therefore no further sensitivity analysis has been provided.
42
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 21. Financial instruments (continued)
Credit risk management
Credit risk is the risk that a contracting entity will not complete its obligations under a financial instrument and cause a
financial loss to the Group.
The credit risk on financial assets of the Group that have been recognised in the statement of financial position is the carrying
amount, net of any provision for doubtful debts. The Group minimises credit risk by performing credit assessments on all
new customers, and continuing major customers, and where necessary, obtaining advance payments.
Ongoing credit evaluation is performed on the financial condition of customers and, where appropriate, an allowance for
doubtful debts is raised.
The Group does not have any credit risk arising from money market instruments, foreign currency contracts, cross currency
and interest rate swaps.
Liquidity risk management
Liquidity risk includes the risk that, as a result of the Group's operational liquidity requirements, the Group:
- will not have sufficient funds to settle a transaction on the due date;
- will be forced to sell financial assets at a value which is less than what they are worth;
- may be unable to settle or recover a financial asset at all.
To help reduce these risks the Group:
- has a liquidity policy which targets a minimum and average level of cash and cash equivalents to be maintained; and
- monitors forecast cash flows and endeavours to ensure that adequate borrowing facilities are maintained and/or maturity
dates are managed appropriately.
The Group's exposure to liquidity risk on classes of financial assets and financial liabilities, is as follows:
2022
Asset/Liability class
Cash and cash equivalents
Receivables
Payables and borrowings (excluding deferred income)
Lease liabilities
Net maturities
2021
Asset/Liability class
Cash and cash equivalents
Receivables
Payables and borrowings (excluding deferred income)
Lease liabilities
Net maturities
<1 year
$
1 - 5 years
$
Total
contractual
cash flows
$
5,774,988
5,921,649
(4,428,550)
(221,492)
-
113,785
(485,756)
(105,208)
5,774,988
6,035,434
(4,914,306)
(326,700)
7,046,595
(477,179)
6,569,416
3,707,484
3,043,008
(1,795,657)
(207,437)
-
113,465
(735,112)
(309,129)
3,707,484
3,156,473
(2,530,769)
(516,566)
4,747,398
(930,776)
3,816,622
Net fair values of financial assets and liabilities
Secured loan with Roadpost lnc. was measured at fair value under AASB 13 and classified as Level 3 in the fair value
hierarchy. The Group received a financing benefit, being non-cash consideration, in the form of an interest free loan. The
Group used a discount rate of 6% to calculate its interest free benefit when it was recorded upon inception of the loan. This
assumption is not directly observable. Any increase in the discount rate would decrease the fair value of the loan.
43
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 22. Commitments and contingencies
Capital expenditure projects
Within one year
One to five years
More than five years
Consolidated
30 June 2022 30 June 2021
$
$
3,943,920
-
-
2,294,233
-
-
3,943,920
2,294,233
Capital commitments relate to product development projects being undertaken by the subsidiary, Beam Communications Pty
Ltd.
Superannuation commitments
Beam Communications Holdings Limited makes superannuation contributions to prescribed superannuation funds on behalf
of employees and executive directors, as required by the Superannuation Guarantee legislation. The principal types of
benefits are death, permanent disability and superannuation benefits upon retirement.
Note 23. Reconciliation of profit/(loss) after income tax to net cash from operating activities
Profit/(loss) after income tax expense for the year
Adjustments for:
Depreciation
Amortisation
Net loss on disposal of plant and equipment
Share of loss in joint venture
Unrealised foreign currency net gain
Share options expensed
Notional interest expense
Change in operating assets and liabilities:
Increase in trade and other receivables
Decrease/(increase) in inventories
Decrease in deferred tax assets
Increase/(decrease) in trade and other payables
Decrease in employee benefits
Decrease in provision for warranty costs
Increase in provision for stock obsolescence
Consolidated
30 June 2022 30 June 2021
$
$
(176,805)
509,179
199,063
1,006,383
1,680
248,820
(75,985)
77,929
51,982
(2,820,961)
(1,383,658)
278,666
2,812,949
2,491
(15,572)
120,000
199,926
810,451
3,152
137,080
(27,235)
-
41,992
(832,809)
469,109
419,244
(640,891)
(80,488)
(110,708)
35,000
Net cash from operating activities
326,982
933,002
44
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 24. 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
Long-term benefits
Termination benefits
Share-based payments
Note 25. Share-based payments
Share Option Incentive Plan
Consolidated
30 June 2022 30 June 2021
$
$
1,111,487
103,636
15,410
-
45,928
1,119,438
78,254
1,849
-
-
1,276,461
1,199,541
Share options under the Share Option Incentive Plan are granted at the discretion of the directors based on terms and
conditions set out in the Company's Share Option Incentive Plan. The directors may at any time and from time to time
determine eligible persons for the purposes of the option plan and select amongst those eligible persons participants who
will be invited to participate in the option plan.
Options issued to directors pursuant to the option plan will be subject to approval of shareholders in general meeting, in
compliance with the Listing Rules.
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) and movements in share
options issued under the Share Option Incentive Plan during the year for the Company:
30 June 2022
No.
WAEP
$
30 June 2021 WAEP
No.
$
Outstanding at the beginning of the financial year
Issued during the financial year
Lapsed during the financial year
Exercised during the financial year
Outstanding at the end of the financial year
Outstanding at the date of this report
- -
1,130,798 0.3818
- -
- -
1,130,798
1,130,798
1,697,025 0.1950
- -
(789,525) -
(907,500) 0.1950
-
-
Other share based payments
During the financial year, the Group issued 500,000 share options to the Group's corporate advisor, Peak Asset
Management, as payment for corporate advisory services provided. (See also Note 20).
The fair value of the options was determined using the Black-Scholes option valuation model as detailed below.
45
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 25. Share-based payments (continued)
Peak
KMP: CEO
KMP: CFO
KMP: NED
Grant date
Number of options in series
Expiry date
Share price at grant date
Exercise price
Expected volatility
Risk-free interest rate
Dividend yield
Fair value of option at grant date
Note 26. Remuneration of auditors
530,798
19 November 2021 30 November 2021 30 November 2021 2 January 2022
500,000
30 November 2023 31 August 2026
$0.45
$1.00
65%
0.67%
0%
$0.064
400,000
31 August 2026
$0.42
$0.35
65%
1.29%
0%
$0.231
200,000
1 February 2023
$0.37
$0.53
65%
1.50%
0%
$0.052
$0.42
$0.35
65%
1.29%
0%
$0.231
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the auditor
of the company:
Consolidated
30 June 2022 30 June 2021
$
$
79,800
69,400
Audit services -
Audit or review of the financial statements
Note 27. Related party transactions
Parent entity
Beam Communications Holdings Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in Note 30.
Key management personnel
Disclosures relating to key management personnel are set out in Note 24 and the remuneration report included in the
directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Transactions with the Season Group
Purchases
Sales
Consolidated
30 June 2022 30 June 2021
$
$
-
-
2,357,459
(40,603)
Mr Carl Hung was a director of the Company until his retirement on 30 November 2020 and remained a related party until
31 May 2021. He is the president and a director of the Season Group. Transactions between the Company and the Season
Group during the time he was a related party to the Company were on normal commercial terms and conditions no more
favourable than those available to other parties.
The Season Group was not considered a related party in the 2022 financial year.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
46
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 27. Related party transactions (continued)
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 28. Earnings per share
Profit/(loss) after income tax attributable to the owners of Beam Communications Holdings
Limited
Profit/(loss) after income tax attributable to the owners of Beam Communications Holdings
Limited used in calculating diluted earnings per share
Consolidated
30 June 2022 30 June 2021
$
$
(176,805)
509,179
(176,805)
509,179
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
81,674,718
67,139,375
Weighted average number of ordinary shares used in calculating diluted earnings per share
81,674,718
67,139,375
Options have not been considered in the dilutive earnings per share calculation due to the average market price being less
than the exercisable price.
Basic earnings per share
Diluted earnings per share
Note 29. Parent entity information
Statement of profit or loss and other comprehensive income
Loss from continuing operations
Tax expense
Loss for the year attributable to owners of the Company
Other comprehensive income
Cents
Cents
(0.22)
(0.22)
0.76
0.76
Parent
Parent
30 June 2022 30 June 2021
$
$
(1,176,610)
(278,666)
(1,455,276)
(564,814)
(419,244)
(984,058)
-
-
Total loss and other comprehensive income for the year attributable to owners of the
Company
(1,455,276)
(984,058)
47
Beam Communications Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
30 June 2022
Note 29. Parent entity information
(continued)
Statement of financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Parent
Parent
30 June 2022 30 June 2021
$
$
5,148,860
616,016
5,764,876
1,855,443
1,017,389
2,872,832
1,447,565
153,306
1,600,871
1,646,051
357,241
2,003,292
4,164,005
869,540
17,374,871
163,429
(13,374,295)
12,703,060
85,500
(11,919,020)
4,164,005
869,540
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 30 June 2022 and 30 June 2021.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2022 and 30 June 2021.
Capital commitments
The parent entity had no capital commitments as at 30 June 2022 and 30 June 2021.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in Note 1.
Note 30. 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 1.:
Name
Beam Communications Pty Ltd
SatPhonerental Pty Ltd
SatPhone Shop Pty Ltd
Beam Communications USA Inc
Pacarc (PNG) Limited (Dormant)
Note 31. Events after the reporting period
Principal place of business /
Country of incorporation
Ownership interest
30 June 2022 30 June 2021
%
%
Australia
Australia
Australia
USA
Papua New Guinea
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
No matter or circumstance has arisen since 30 June 2022 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.
48
DIRECTORS' DECLARATION
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 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated group’s financial position as at 30 June 2022 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
___________________________
Mr Simon Wallace
Chairman
30 August 2022
49
INDEPENDENT AUDITOR’S REPORT
To the Members of Beam Communications Holdings Limited
Opinion
We have audited the financial report of Beam Communications Holdings Limited (‘the Company’) and its
subsidiaries (together ‘the Group’), which comprises the consolidated statement of financial position as at
30 June 2022, the consolidated statement of profit or loss and other 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 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 30 June 2022 and of its financial
performance for the year then ended; 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 (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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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 of the current period. These matters were addressed in the context of 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.
Key Audit Matters (Continued)
Key Audit Matter
How our audit addressed this matter
Impairment of Development costs
Refer to Note 14 in the financial statements
The Group has intangible assets of $7.6m, being
the
capitalised development costs
Marconi, GO! SFX and Zoleo Post Launch projects.
relating
to
2020,
The Marconi asset was available for use from
January
amortisation
commenced during FY20. The GO! SFX project and
one Zoleo Post Launch were not available for use as
at 30 June 2022.
therefore
and
impairment
Management have performed an
assessment and testing for material project assets
based on a value
in use calculation, which
determined that no impairment had occurred.
the
intangible assets balance,
We identified this area as a Key Audit Matter due to
the size of
the
management judgement required to assess whether
any indicators of impairment exist, and where any
impairment existed, management
indicators of
judgement involved in determining the value in use of
the relevant assets based on the estimated future
cash flows generated.
Our audit procedures in relation to development costs
included:
•
Assessing management’s review for any indicators
of impairment;
• Where indicators existed, assessing management’s
impairment test by checking the mathematical
accuracy of the cash flow model, and reconciling
to supporting evidence, such as
input data
approved
the
budgets
reasonableness of these budgets;
considering
and
•
•
•
the
reasonableness
Challenging
key
assumptions, including the cash flow and revenue
projections, exchange rates, discount rates, and
any sensitivities used;
of
Confirming our understanding of the nature of the
intangible assets, the strategic purpose of the
projects and its ability to generate future revenues
in place and
through
discussions with management; and
reviewing contracts
Reviewing the adequacy of disclosures against the
requirements of AASB 136.
Other Information
The directors are responsible for the other information. The other information comprises the information included in
the Group's annual report for the year ended 30 June 2022, 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 accordingly 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 Company 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 have no realistic
alternative but to do so.
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 the financial report is located at the Auditing and Assurance
Standards Board website at: www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our
auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2022.
In our opinion, the Remuneration Report of Beam Communications Holdings Limited., for the year ended 30 June
2022, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company 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.
RSM AUSTRALIA PARTNERS
M PARAMESWARAN
Partner
Melbourne, VIC
Dated: 30 August 2022
SHAREHOLDERS INFORMATION
The shareholder information set out below was applicable as at 11 August 2022.
Distribution of equitable securities - Analysis of number of equitable security holders by size of holding:
Ordinary shares
Options over ordinary shares
Number of holders
% of total shares issued
Number of holders
% of total shares
issued
272
339
186
414
103
1,314
327
21%
26%
14%
31%
8%
100%
0.2
3
68
149
227
19
466
-
1%
15%
32%
48%
4%
100%
-
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
EQUITY SECURITY HOLDERS
Twenty largest quoted equity security holders - The names of the twenty largest security holders of quoted equity s ecurities are listed below:
David Stewart
FF Okram Pty Ltd
SCGV1 Holdings Limited
Bolivianos Group
Michael Capocchi
HSBC Custody Nominees
Artpreciation Pty Ltd
Vincent Galante
Trent Millar
Catch88 Pty Ltd
Dr Malaka Ameratunga
Hotton Family
G Chan Pension Pty Ltd
Tom Bekiars
Rapaki Pty Ltd
Paul Reithmailer
Mrs Anna Vocale
Citicorp Nominees
Gavin Dunhill
Snowball Asset Management Pty Ltd
Unquoted equity securities - There are no unquoted equity securities.
Substantial holders - There are no substantial holders in the company.
VOTING RIGHTS:
The voting rights attached to ordinary shares are set out below:
Ordinary shares
Number held
% of total shares issued
10,905,000
8,634,258
5,409,874
4,869,400
2,832,099
2,155,289
1,798,632
1,667,922
1,600,000
1,456,070
1,450,000
1,101,730
985,191
911,835
876,473
811,639
800,000
769,538
750,000
685,250
12.6
10.0
6.3
5.6
3.3
2.5
2.1
1.9
1.9
1.7
1.7
1.3
1.1
1.1
1.0
0.9
0.9
0.9
0.9
0.8
50,470,200
58.5
Ordinary shares
There are 86,421,921 ordinary fully paid shares held by 1,314 members and these are the only class of share currently issued. The Company's
Constitution provides that every member present in person, by proxy or by corporate representative or by appointed attorney shall on the show of
hands have one vote and shall on a poll have one vote for each fully paid share held. The Constitution also authorises the Chairman to adopt any
procedure which is in the Chairman's opinion necessary or desirable for the proper and orderly casting or recording of votes at any general meeting of
the Company, whether on a show of hands or on a poll. There are no other classes of equity securities.
53