25 August 2020
Manager of Company Announcements
ASX Limited
Level 6, 20 Bridge Street
SYDNEY NSW 2000
By E-Lodgement
Appendix 4E, Audited Financial Statements and Annual Report
JCurve Solutions Limited (ASX: JCS) (“JCS” or “the Company”) attaches the following documents in relation to
FY2020:
Appendix 4E
Audited Financial Statements and Annual Report
This release has been authorised by the JCS Board.
About JCurve Solutions
JCurve Solutions is a trusted technology solutions partner, listed on the ASX (JCS). The team at JCS utilise
the power of the cloud to help customers make lasting, substantial improvements to their performance and
grow into great businesses. Learn more: www.jcurvesolutions.com.
JCurve Solutions Limited
ABN 63 088 257 729
jcurvesolutions.com
Level 8, 9 Help Street, Chatswood, NSW 2067
+61 2 9467 9200 (International)
1800 528 783 (AU)
+65 6595 6600 (SG)
+63 2 669 5917 (PH)
25 August 2020
Manager of Company Announcements
ASX Limited
Level 6, 20 Bridge Street
SYDNEY NSW 2000
By E-Lodgement
JCurve Solutions' Annual Financial Results
Results for Announcement to the Market
The operating results for the year to 30 June 2020 are shown with comparisons to the previous corresponding
period, being the year ended 30 June 2019.
Year ended
30 June
2020
Year ended
30 June
2019
$
$
Percentage increase /
(decrease) over
previous
corresponding period
Revenue
11,213,413
12,579,475
11% decrease
Earnings before interest, taxation,
depreciation and amortization (EBITDA)
670,501
852,589
21% decrease
Net (loss)/profit before tax
(145,219)
604,387
Not applicable (*)
Net (loss)/profit after tax
(335,419)
338,114
Not applicable (*)
(Loss)/profit from ordinary activities after
tax attributable to members
Net (loss)/profit for the period attributable
to members
(*) movement from profit to loss during the year
(335,419)
338,114
Not applicable (*)
(335,419)
338,114
Not applicable (*)
Dividends
No dividends were paid during the financial year. The Board advises that it does not intend to declare a final
dividend for the financial year, and it will consider reinstating the dividend policy in the future once expansion
opportunities have been formally evaluated.
JCurve Solutions Limited
ABN 63 088 257 729
jcurvesolutions.com
Level 8, 9 Help Street, Chatswood, NSW 2067
+61 2 9467 9200 (International)
1800 528 783 (AU)
+65 6595 6600 (SG)
+63 2 669 5917 (PH)
Net Tangible Assets / Earnings Per Share
Net tangible assets per ordinary share for continuing
operations
Basic (loss)/profit per ordinary share for continuing
operations
0.55 cents
0.56 cents
(0.10 cents)
0.10 cents
30 June 2020
30 June 2019
Independent Audit Report
The information outlined above is presented in accordance with ASX Listing Rule 4.3A and the Corporations
Act 2001 (Corporations Act). The Appendix 4E is based on the audited Annual Financial Report for the year
ended 30 June 2020. The Independent Audit Report is included in the Annual Financial Report.
Accounting Policies, Estimation Methods and Measurements
JCurve Solutions has elected to apply the modified retrospective approach from 1 July 2019 for AASB 16 and
as such the Prior year comparative numbers have not been restated. Refer to note 25 of the 30 June 2020
Annual Report for further details on JCurve Solutions new accounting policy for accounting for leases.
All other accounting policies, estimation methods and measurement bases used in the Appendix 4E are the
same as those used in the previous annual report and half-year report.
Explanation of Result
Revenue decreased by 11% to $11.2 million compared to $12.6 million in the previous corresponding period
primarily because of the quarter four impacts from the Covid-19 pandemic after growth was achieved in
1HY2020. JCurve Solutions sales declined by 32% in quarter four FY2020 while revenue declined by 8%.
Despite the decline in revenue across FY2020 it was in line with the bottom end of the guidance that was
provided to the market in November 2019. The revenue result is in line with that reported in the July 2020
preliminary unaudited result.
While strong revenue growth was achieved by our Asian operations (283%) and Riyo division (2232%) in
FY2020, the impact of the Covid-19 pandemic was particularly significant on the Australian ERP new business
sales result for quarter four and saw the FY2020 revenue decline by 18% while TEMS revenue was stable at
99% of FY2019 levels continuing the trend of reducing customer churn.
Revenue
Earnings before interest, tax, depreciation and
amortisation (EBITDA)
Net profit before tax (NPBT)
Net profit after tax (NPAT)
Year ended
Year ended
30 June 2020
30 June 2019
$
$
11,213,413
12,579,475
670,501
(145,219)
(335,419)
852,589
604,387
338,114
JCurve Solutions Limited
ABN 63 088 257 729
jcurvesolutions.com
Level 8, 9 Help Street, Chatswood, NSW 2067
+61 2 9467 9200 (International)
1800 528 783 (AU)
+65 6595 6600 (SG)
+63 2 669 5917 (PH)
The financial performance for the year resulted in a decline across the consolidated entity key metrics of
Revenue, EBITDA, NPBT and NPAT.
Furthermore, JCurve Solutions generated cash outflows for FY2020 of $0.6 million, with a 30 June 2020 cash
balance of $4.2 million, down from $4.8 million as at 30 June 2019, with $0.4 million paid during the year for
a deferred acquisition payment on the Spectrum business acquisition. The Company continues to have
strong cash reserves, no external debt and annual ERP recurring revenue streams exceeding $7m, ensuring
that the Company is in a strong position to take advantage of M&A opportunities as they arise.
Annual General Meeting and ASX Listing Rule Notification Requirements
The 2020 Annual General Meeting (AGM) is scheduled for 9.30am Monday 23 November 2020. Further
details will be provided in due course.
The location of the AGM is subject to COVID-19 restrictions, including regulatory requirements. Further details
of the location, or whether the meeting will be held as a hybrid or virtual meeting, will be confirmed closer to
the AGM.
Further to Listing Rule 3.13.1, Listing Rule 14.3 and Clause 13.3 of the Company’s Constitution, nominations
for election of directors at the AGM must be received not less than 30 Business Days before the meeting,
being no later than Monday 12 October 2020.
Yours faithfully
Bruce Hatchman
Chairman
About JCurve Solutions
JCurve Solutions is a trusted technology solutions partner, listed on the ASX (JCS). The team at JCS utilise
the power of the cloud to help customers make lasting, substantial improvements to their performance and
grow into great businesses. Learn more: www.jcurvesolutions.com.
JCurve Solutions Limited
ABN 63 088 257 729
jcurvesolutions.com
Level 8, 9 Help Street, Chatswood, NSW 2067
+61 2 9467 9200 (International)
1800 528 783 (AU)
+65 6595 6600 (SG)
+63 2 669 5917 (PH)
JCurve Solutions Limited
JCurve Solutions Limited
Annual Financial Report
For the year ended 30 June 2020
JCurve Solutions Limited
ABN 63 088 257 729
Level 8, 9 Help Street
Chatswood NSW 2067
[T] +61 2 9467 9200
1
Contents
CORPORATE INFORMATION
CHAIRMAN’S LETTER
DIRECTORS’ REPORT INCLUDING REMUNERATION REPORT
AUDITOR’S INDEPENDENCE DECLARATION
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
STATEMENT OF FINANCIAL POSITION
STATEMENT OF CASH FLOWS
STATEMENT OF CHANGES IN EQUITY
CONTENTS TO THE NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
SHAREHOLDER INFORMATION
JCurve Solutions Limited
3
4
6
22
23
24
25
26
27
28
57
58
62
2
JCurve Solutions Limited
CORPORATE INFORMATION
ABN 63 088 257 729
Directors
Mr Bruce Hatchman
Mr Mark Jobling
Mr David Franks
Mr Graham Baillie (appointed 26 August 2019)
Company Secretary
Mr David Franks
Registered office
Level 5/126 Phillip St,
Sydney NSW 2000
+61 2 8072 1400
Principal place of business in Australia
Level 8, 9 Help Street,
Chatswood, NSW 2067
Ph. +61 2 9467 9200
Share Register
Automic Registry Services
Level 5/126 Phillip St, Sydney NSW 2000
1300 288 664 or +61 2 9698 5414
Auditor for JCurve Solutions Limited
BDO Audit Pty Ltd
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
Securities Exchange Listings
Australian Securities Exchange
ASX Code: JCS
Website address
www.jcurvesolutions.com
Key Dates
Annual General Meeting: 23 November 2020
3
JCurve Solutions Limited
CHAIRMAN'S LETTER
Despite the challenging economic conditions and uncertainty resulting from the Covid-19 pandemic, your Company is in a strong
financial position and we remain optimistic of JCurve Solutions future growth prospects. Like so many Companies, JCurve Solutions’
results over the past six months have been adversely affected by the unprecedented events related to the Covid-19 pandemic.
After achieving strong growth for the first half of FY2020 which included 15% growth in sales and 11% growth in revenue as compared
against the comparative 1HY2019 period, further research and development activities on the Riyo platform, and the signing of a
channel partnership with Epicor, the impact of the Covid-19 pandemic saw a number of expected large ERP and Riyo new business
opportunities in Australia and Asia lost or delayed. This resulted in a 32% decline in quarter four new business sales against the 2019
comparative period while revenue for FY2020 decreased by 8%.
Covid-19 has accelerated business change and we are starting to see higher levels of interest in cloud adoption and digital
transformation, especially in Asia which your Company is well positioned to take advantage of once the financial restraints from the
Covid-19 pandemic on customers is reduced.
Strategic Priorities
The company remains committed to our growth strategy although the Covid-19 pandemic has reduced the pace at which the Group
has been able to execute its strategic priorities as outlined below.
1) To rapidly grow our Asia operations;
During FY2020 we achieved several key objectives for our growing Asian operations:
• We won two larger NetSuite new customer contracts worth $0.4 million in sales income;
• We established the delivery centre of excellence in Manila;
• We have recruited to strengthen our sales team in Singapore; and
• We expanded the territory of the NetSuite Solution Provider Agreement to include the Philippines; and generated $1.2 million
of sales (up from $0.5 million in FY2019)
2) To grow our Oracle NetSuite ERP practice in Australia
While growth was not achieved, with more than $6 million of recurring revenue and managing in excess of 550 customers, in FY2020
there were several highlights across the year:
• We saw reducing levels of customer churn (6% for FY2020 down from 7.5%); and
• We continued as a 5-star NetSuite solution partner thereby guaranteeing JCS receives the highest level of commissions on
NetSuite edition licence sales.
3) To grow our Riyo business at a faster pace
We continue to generate strong interest in our wholly owned Riyo solution. In FY2020 we:
• Completed research and development activities on the core solution;
• Significantly increased the market exposure for the solution;
• Became an Alliance ISV (independent software vendor) partner for Epicor Software Corporation after a comprehensive
selection and technical due diligence process;
• Have a strong and growing pipeline of Epicor aged care opportunities;
• We have won several new customers; and
• Generated $0.2 million of income.
Financial Commentary
The statutory revenue generated for FY2020 was $11.2 million (2019: $12.6 million) while a statutory pre-tax loss of $0.1 million was
generated (2019: $0.6 million profit). The normalised EBITDA was $0.7 million, down from $0.9 million in FY2019.
Your company remains in a strong financial position which is supported by annual ERP recurring revenue streams exceeding $7
million, a cash balance of $4.2 million as at the end of June 2020 and no external debt which positions the Company to be in a position
to take advantage of suitable M&A opportunities as they arise. We are continually reviewing opportunities, however the CV 19
conditions is making M&A activity difficult to undertake mainly due to physical restrictions on meetings and site visits.
We have implemented a number of cost saving initiatives to shore up the Company’s financial position in the face of uncertain
economic times, including pay freezes for FY2021 and waiving Executive Team bonuses. These initiatives have been implemented
to ensure that JCurve Solutions will not only withstand the implications of the pandemic and general downturn in market conditions,
but emerge stronger. We continue to closely monitor our cash reserves, forecasting various scenarios and assessing our cost
structure.
4
JCurve Solutions Limited
Key Focus Areas
Our focus remains on the delivery of exceptional service and value for our customers, delivering strong growth in value for our
shareholders and ensuring that we provide our employees with a safe working environment and good career opportunities.
In late March 2020, all office locations enacted their Business Continuity Plans which has included all our employees working from
home.
Our team continues to focus on ensuring we maintain a very strong, high performance culture which is critical in attracting and
retaining the right talent in competitive market conditions.
I would like to thank our employees, customers and shareholders for your ongoing support over the past year. While these are
challenging times, your Company is well positioned. I can assure you that your Board and Management Team are working diligently
to ensure that JCurve Solutions not only survives but is ready to take advantage of the technological changes that are and will arise
as businesses adapt to a changing world.
Bruce Hatchman
Chairman
5
DIRECTORS’ REPORT
JCurve Solutions Limited
Your directors present the annual financial report of the consolidated entity (referred to hereafter as JCurve Solutions or the Group)
consisting of JCurve Solutions Limited and the entities it controlled at the end of, or during, the year ended 30 June 2020. In order to
comply with the provisions of the Corporations Act 2001, the Directors’ Report is as follows:
Directors and Company Secretary
The names of directors who held office during or since the end of the year and until the date of this report are as follows. Directors
were in office for the entire year unless otherwise stated.
Names, qualifications, experience, and special responsibilities
Bruce Hatchman FCA MAICD JP (Non-Executive Chairman)
Experience and
expertise
Bruce Hatchman was appointed as the Chairman of JCurve Solutions on 27 November 2014. Bruce
is an experienced and successful finance professional. As the former Chief Executive of Crowe
Horwath, Bruce has over 40 years’ experience in providing audit and assurance, and M&A services
to listed companies and other consulting services to large private enterprises. Bruce is a qualified
Chartered Accountant and a member of the Australian Institute of Company Directors.
Bruce is currently a Non-Executive Director of Consolidated Operations Group Limited.
Directorships of other
listed companies
Former directorships of
other listed companies
Special responsibilities Member of the Audit & Risk Management Committee and Chairman of the Remuneration Committee.
None.
David Franks B.Ec, CA, F Fin, FGIA, JP. (Non-Executive Director and Company Secretary)
Experience and
expertise
David Franks joined JCurve Solutions on 15 September 2014 as Company Secretary and a Non-
Executive Director. He is a Chartered Accountant, Fellow of the Financial Services Institute of
Australia, Fellow of the Governance Institute of Australia, Justice of the Peace, Registered Tax Agent
and holds a Bachelor of Economics (Finance and Accounting) from Macquarie University. With over
20 years in finance and accounting, initially qualifying with Price Waterhouse in their Business
Services and Corporate Finance Divisions, David has been CFO, Company Secretary and/or Director
for numerous ASX listed and unlisted public and private companies, in a range of industries covering
energy retailing, transport, financial services, mineral exploration, technology, automotive, software
development and healthcare. David is currently the Company Secretary for the following public
entities: AUB Group Limited, Aumake International Limited, Noxopharm Limited, Nyrada Inc,
Consolidated Operations Group Limited, White Energy Company Limited, White Energy Technology
Limited and ZIP Co Limited. David is also a Director and Principal of Automic Group Pty Ltd.
None.
Directorships of other
listed companies
Former directorships of
other listed companies
Special responsibilities Chairman of the Audit & Risk Management Committee and Member of the Remuneration Committee.
None.
Mark Jobling B. Eco, B Laws (Hons) (Non-Executive Director)
Experience and
expertise
Mark Jobling joined the company on 8 April 2015 as a Non-Executive Director. Mark is a substantial
shareholder of the Company and holds a Bachelor of Economics and Bachelor of Laws (Hons) from
Monash University. Mark manages investments in a diverse range of industries including power
technology and angel investing in Asian start-up companies and is currently based in Hong Kong. He
began his career as a commercial lawyer with Mallesons Stephen Jaques in Australia and went on to
hold senior executive roles in multi-billion dollar companies, including Managing Director of South
East Asia and Taiwan for CLP Holdings Limited, and CEO of OneEnergy Limited, a CLP/Mitsubishi
Corporation joint venture in Asia. Mark is the Chairman of Tomorrow Entertainment Holdings Pte Ltd.
None.
Directorships of other
listed companies
Former directorships of
other listed companies
Special responsibilities Member of the Remuneration Committee.
None.
6
JCurve Solutions Limited
DIRECTORS’ REPORT (continued)
Names, qualifications, experience, and special responsibilities (continued)
Graham Baillie FAICD (Non-Executive Director) from 26 August 2019
Experience and
expertise
Graham Baillie rejoined the Group as a Non-Executive Director on 26 August 2019. Graham originally
joined the Company in September 2007 as a non-executive Director and was appointed Chairman in
May 2012, briefly serving as Managing Director for period December 2013 to June 2014 before
returning to position of Chairman in July 2014. During this time, he saw the listing of JCurve Solutions
Limited through Stratatel Limited.
Graham is JCS’s majority shareholder through shares held by his family’s superannuation fund.
In 1994, Graham established Outsource Australia Pty Ltd (OSA) to provide “white collar” business
process outsourcing (BPO) services to both the private and public market sectors in Australia. In his
capacity as majority shareholder and Chief Executive Officer he developed the company nationally
and internationally. Today OSA is known as Converga. Prior to this, Graham was with AUSDOC during
its formative years through to its ultimate ASX listing in September 1993. In this time he was not only
integral to the development of the company throughout Australia but was also involved in establishing
similar business operations in New Zealand, USA and United Kingdom.
None.
Directorships of other
listed companies
Former directorships of
other listed companies
Special responsibilities Member of the Audit & Risk Management Committee.
None.
Interests in the shares and options of the Group and related bodies corporate
As at the date of this report, the interests of the directors in the shares and options of JCurve Solutions were:
M Jobling
B Hatchman
D Franks
G Baillie
Ordinary Shares
50,704,301
3,500,000
4,206,174
83,124,215
141,534,690
Options over
Ordinary Shares
-
-
-
-
A new equity incentive plan was approved by shareholders at the Annual General Meeting held on 19 November 2019. On 7
February 2020, 10,800,000 performance rights were issued to employees under this plan. The Performance Rights under this plan
vest in three tranches in January 2021, January 2022 and January 2023 and have both a performance and service condition before
converting into shares.
Dividends and shareholder returns
No dividends were declared or paid during the financial year ended 30 June 2020.
Principal activities
The principal activities of JCurve Solutions during the year ended 30 June 2020 continues to be the sale of software solutions and
products in the Australia and South East Asian region with the aim of creating an exceptional customer experience. In more detail the
principal activities included:
1)
2)
3)
the exclusively licensed small business edition of Oracle NetSuite, JCurveERP (in Australia and New Zealand);
the Oracle NetSuite mid-market and enterprise editions (in Australia, New Zealand and South East Asia);
the sale, implementation and support of Enterprise Resource Planning (ERP) solutions, which consisted of:
(i)
(ii)
the sale and support of proprietary Telecommunications Expense Management Solutions; and
the continued development of Riyo, the Group’s proprietary owned Service Management Platform including the sale and
support of the platform to paying customers.
7
DIRECTORS’ REPORT (continued)
Review of Operations - Operating financial review
Financial Results for the Year
JCurve Solutions Limited
The Group recognised a loss after tax of $0.3 million for year ended 30 June 2020 (2019 $0.3 million profit).
The ‘Normalised EBITDA’ for the full year ended 30 June 2020 was $0.7 million (2019 $0.9 million), which has been determined as
follows:
Consolidated ($)
2020
2019
Total comprehensive (loss)/income for the year
(298,804)
338,114
Add Back: Non-cash expenses:
Depreciation / amortisation
Total non-cash expenses
Income tax expense
Interest income/finance costs
Normalised EBITDA
817,201
817,201
153,585
(1,481)
254,490
254,490
266,273
(6,288)
670,501
852,589
The Normalised EBITDA for the year end 30 June 2020 includes the impact from the adoption of AASB 16 – Leases which has
positively impacted the normalised EBITDA for the year ended 30 June 2020 by $500,247. The Group has elected to apply the
modified retrospective approach from 1 July 2019 and as such the prior year comparative numbers have not been restated.
Normalised EBITDA is a financial measure which is not prescribed by Australian Accounting Standards (AAS) and represents the
profit under AAS adjusted for specific significant items. The table above summarises key items between the statutory loss after tax
and normalised EBITDA. The directors use normalised EBITDA to assess the performance of the Group.
Normalised EBITDA has not been subject to any specific review procedures by our auditor but has been extracted from the
accompanying audited financial report.
The Group’s total revenue for the year ended 30 June 2020 was $11.2 million (2019: $12.6 million), which includes revenue from the
sale of JCurveERP/NetSuiteERP licenses and accompanying support and implementation revenue in Australia of $8.0 million (2019:
$9.8 million), revenue from the sale of NetSuiteERP licenses and accompanying support and implementation revenue in Asia $1.0
million (2019: $0.4 million), revenue from the sale of Telecommunications Expense Management Solutions $2.1 million (2019: $2.3
million) and revenue from the sale and implementation of the Riyo solution $0.1 million (2019: Nil).
Total expenses including depreciation for the full year ended 30 June 2020 was $11.7 million (2019: $12.2 million). The largest
expense during the year ended 30 June 2020 was amounts paid to employees with $6.2 million being paid or accrued (2019: $6.1
million).
The impact of the Covid-19 pandemic on the Group’s financial results is summarised as follows:
•
•
•
The quarter four Australian new business ERP sales, the quarter of highest volume each year were down 36% from the
comparative FY2019 Q4 result with customers deferring procurement decisions;
The quarter four Australian upsell ERP sales, were down 42% from the comparative FY2019 Q4 result with customers
deferring procurement decisions;
The majority of the pipeline of Riyo opportunities (both direct and through the Epicor partnership), which was expected to
close in Q4 has slipped 6+ months due to the uncertainity surrounding the pandemic;
• Receipt of government subsidies from the JobKeeper Payment had been received ($0.2 million) or accrued ($0.1 million) as
at 30 June 2020;
• A decrease in expenditure from rental relief, Executive bonuses being waived, reduced travel expenditure and general cost
saving initiatives.
8
DIRECTORS’ REPORT (continued)
Financial Position as at 30 June 2020
JCurve Solutions Limited
The Group generated cash outflows for FY2020 of $0.6 million, with a 30 June 2020 cash balance of $4.2 million, down from $4.8
million as at 30 June 2019, with $0.4 million paid during the year for a deferred acquisition payment on the Spectrum business
acquisition.
Despite the exceptionally challenging market conditions associated with the Covid-19 pandemic, JCurve Solutions remains in a strong
financial position, supported by annual recurring revenue streams exceeding $7 million, a cash balance of $4.2 million as at 30 June
2020 and no external debt.
The increase in assets from $12.3 million as at 30 June 2019 to $14.0 million as at 30 June 2020, is primarily the result of the
recognition of a $2.5 million unamortised right of use asset on the Group’s leased properties and equipment on the adoption of AASB
16.
The liabilities balance increased from $7.0 million as at 30 June 2019 to $9.1 million as at 30 June 2020 which is primarily the result
of recognising a $2.5 million lease liability in respect of the Group’s leased properties and equipment on the adoption of AASB 16.
Risk management
The Group recognises the need to pro-actively manage the risks and opportunities associated with both day-to-day operations of the
Group and its longer term strategic objectives and has developed a risk management policy.
The Board is responsible for the establishment, oversight and approval of the Group’s risk management strategy, internal compliance
and controls. The Board is also responsible for defining the “risk appetite” of the Group so that the strategic direction of the Group
can be aligned with its risk management policy.
The Group has the following risk management controls embedded in the Group’s management and reporting system:
1) A comprehensive annual insurance program facilitated by an external broker;
2) A monthly risk register which is reviewed by the Executive Management Team and reported to the Board;
3) Annual Strategic and operational business plans; and
4) Annual budgeting and forecasting and monthly reporting systems which enable the monitoring of performance against
expected targets and the evaluation of trends.
The Chief Executive Officer and Chief Financial Officer through monthly Board papers, report to the Board as to whether all identified
material risks are being managed effectively across the Group.
During the year, ongoing monitoring, mitigation and reporting on material risks was conducted by Executive Management Team, the
Audit and Risk Committee and the Board and took place in accordance with the process disclosed above.
A copy of the Risk Management Policy can be found on the Group’s website: https://www.jcurvesolutions.com/wp-
content/uploads/2016/12/JCurve-Solutions-Risk-Management-Internal-Compliance-and-Control-Policy.pdf
Significant changes in the state of affairs
There were no significant changes in the state of affairs of JCurve Solutions during the financial year.
Events since the end of the financial year
Since the end of the financial year stage four lockdown restrictions have been enacted in Victoria for a period of six weeks from 2
August 2020. Our office in Victoria remains closed and the Group continues to operate under its business continuity plan in all
locations which includes all employees working from home. Under the increased lockdown the Group expects that winning new
business sales will remain very challenging while additional churn across the ERP and TEMS customer portfolio may occur as
businesses struggle with the enforced lockdown.
A similar lockdown has been enacted in the Philippines which has similarly delayed the first customer ERP sales in the region.
With the exception of the Victorian stage four lockdown and Philippines lockdown, no other significant matters or circumstances have
arisen since 30 June 2020 that have significantly affected, or may significantly affect:
1)
2)
3)
the Group’s operations in future financial years, or
the results of those operations in future financial years, or
the Group’s state of affairs in future financial years.
9
JCurve Solutions Limited
DIRECTORS’ REPORT (continued)
Likely developments and expected results of operations
The Group’s likely developments and expected results of operations are summarised through its three core strategic priorities:
• Rapidly grow our Asia operations;
• Grow our Oracle NetSuite ERP practice in Australia; and
• Grow our Riyo business at a faster pace.
While the Covid-19 pandemic has negatively impacted the speed at which the Group has been able to execute its strategic priorities,
the Group remains committed to achieving its stated strategy. The Covid-19 has accelerated business change and the Group is
expecting that as the economies recovery we will see increasing numbers of Companies further embracing Cloud Technology.
1) Rapidly grow our Asia operations
After acquiring the Spectrum business, the Group has been focused on expanding the size of the team, expanding the territories and
expanding the customer base. This expansion is expected to continue at pace following the establishment of the JCS brand in Asia
with increasing numbers of customers won in the South East Asian region and further increases in the size of our centre of excellence
in Manila.
2) Grow our Oracle NetSuite ERP practice in Australia
Low to moderate new business growth is expected for our Australian ERP division in the short term as a result of the Covid-19
pandemic with new business opportunities closed being more sporadic and customers delaying projects. We are forecasting an
increase in customer churn as a result of an increasing number of customers unfortunately either going out of business or alternatively
decreasing license numbers.
3) Grow our Riyo business at a faster pace
The Group’s 100% owned Riyo solution continues to receive strong feedback from its first customers, some of whom have now been
using the solution for 12+ months. In the short term, the Group is planning to aggressively launch the solution to the Asian market
and is forecasting exponential growth through both Direct sales and an expansion of channel partnerships. The Group is forecasting
that it will continue to undertake product enhancements and undertake research and development in line with the aggressive growth
targets for the solution.
4) Other
The Group continues to explore M&A opportunities in both Australia and Asia related to the acquisition of Product IP and
complimentary opportunities to our existing software solutions.
The Group is forecasting a further decline in TEMS revenue while the TEMS solutions in the short term are forecast to continue
providing profitable contributions to the Group result.
After implementing a number of cost saving initiatives and having a strong financial position, allows the Directors to remain confident
that the Group will be not only withstand the implications of the Covid-19 pandemic and general downturn in market conditions, but
will emerge stronger.
Environmental regulation
The Group is not subject to any significant environmental legislation. The Group does not meet either the facility or the corporate
group threshold for registration under the National Greenhouse and Energy Reporting Act 2007.
The Group continues to improve work practices in its pursuit of reducing paper usage as much as possible and work electronically.
Indemnification of Directors, Officers and Auditors
The Group has agreed to indemnify all the directors and officers for any breach of laws and regulations arising from their role as a
director and officer. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
JCurve Solutions has not indemnified or agreed to indemnify an auditor of the Group or any related body corporate against liability
incurred as an auditor.
10
JCurve Solutions Limited
DIRECTORS’ REPORT (continued)
Meetings of Directors
The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings
attended by each director were as follows:
Directors’
Meetings
(Eligible to attend)
Directors’
Meetings
(Attended)
Audit & Risk
Management Committee
Attended/(Eligible)
Remuneration
Committee
Attended /(Eligible)
Number of meetings held:
Number of meetings attended:
Bruce Hatchman
David Franks
Mark Jobling
Graham Baillie
7
7
7
7
6
7
7
7
6
4
4 (4)
4 (4)
1 (1)
3 (3)
Retirement, election and continuation in office of Directors
2
2 (2)
2 (2)
2 (2)
Not a committee
member
It is the Board’s policy to consider the appointment and retirement of Non-Executive Directors on a case-by-case basis. In doing so,
the Board must take into account the requirements of the Australian Securities Exchange Listing Rules and the Corporations Act
2001.
Clause 13.4 of the JCurve Solutions Constitution allows the Directors to at any time appoint a person to be a Director, either to fill a
casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the
maximum number specified by the JCurve Solutions Constitution. Any Director so appointed holds office only until the next following
annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to
retire by rotation (if any) at that meeting. There have been no such appointments during the year.
Clause 13.2 of the JCurve Solutions Constitution requires that no director who is not the Chief Executive Officer may hold office
without re-election beyond the third AGM following the meeting at which the director was last elected or re-elected.
The current board was re-elected by shareholders at the following prior AGMs:
2019: David Franks and Graham Baillie;
2018: Mark Jobling;
2017: Bruce Hatchman.
Therefore, under Clause 13.2 of the Constitution, Bruce Hatchman and Mark Jobling are due for election at the Next Annual General
Meeting under the noted time period.
Proceedings on behalf of the company
No person has applied for leave of the Court to bring proceedings on behalf of the Company or 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 any part of those proceedings. The
Company was not a party to any such proceedings during the year.
Auditor Independence and Non-Audit Services
Section 307C of the Corporations Act 2001 requires our auditors, BDO Audit Pty Ltd, to provide the directors of the Company with an
Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page 22 and forms
part of this Directors’ Report for the year ended 30 June 2020.
Non-Audit Services
There were no non-audit related activities carried out by the Company’s auditors during the year ended 30 June 2020.
Corporate Governance Statement
In fulfilling its obligations and responsibilities to its various stakeholders, the Board is a strong advocate of corporate governance. The
Board supports a system of corporate governance to ensure that the management of JCurve Solutions is conducted to maximise
shareholder wealth in a proper and ethical manner.
The Corporate Governance Statement and other corporate governance practices which outline the principal corporate governance
procedures of JCurve Solutions can be found on the company’s website at: http://www.jcurvesolutions.com/corporate-governance/.
11
JCurve Solutions Limited
DIRECTORS’ REPORT (continued)
Remuneration report (Audited)
The directors are pleased to present JCurve Solutions Limited’s (“the Company’s”) remuneration report for the year ended 30 June
2020. The remuneration report is prepared in accordance with section 300A of the Corporations Act 2001 and has been audited as
required by section 308(3C) of the Corporations Act 2001.
The remuneration report outlines the key aspects of JCurve Solutions remuneration policy, framework and remuneration awarded for
JCurve Solutions directors and executives. The Executives for the purpose of this report are Key Management Personnel who are
not Non-Executive Directors.
The Remuneration Report is structured as follows:
1) Directors and other Key Management Personnel
2) Remuneration Governance
3) Remuneration Structure
4) Remuneration of key management personnel
5) Relationship between remuneration and JCurve Solutions performance
6) Voting and comments made at the Company’s 2019 Annual General Meeting
7) Details of share-based compensation
8) Shareholdings of Key Management Personnel
9) Transactions with Directors and Key Management Personnel
1) Directors and other Key Management Personnel
Non-Executive Directors
Bruce Hatchman
David Franks
Mark Jobling
Graham Baillie
Executive Management Team (Executives)
Stephen Canning
James Aulsebrook
Kate Massey
Katrina Doring
Peter Choo
Arthur Fernandez
Non-Executive Chairman – Independent
Non-Executive Director – Independent
Non-Executive Director – Not Independent
Non-Executive Director – Not Independent
Chief Executive Officer
Chief Financial Officer
Chief Marketing Officer including Sales Director responsibilities from 5
February 2019
Chief Operating Officer
Product Strategy Director
General Manager – JCurve Solutions Asia
Key Management Personnel are defined as those persons having the authority and responsibility for planning, directing and controlling
the activities of the Company directly or indirectly (and include the directors of the Company). The Executive Management team are
responsible for preparing the Group’s 3 year Strategic Plan and evaluating the Company’s progress against that Strategic Plan.
2) Remuneration governance
Remuneration philosophy
The performance of the Company depends upon the quality of the directors and executives employed by JCurve Solutions. The
philosophy of the Company in determining remuneration levels is to:
(i) set competitive remuneration packages to attract and retain high calibre employees;
(ii)
(iii) establish appropriate performance hurdles for variable executive remuneration.
link executive rewards to shareholder value creation; and
12
JCurve Solutions Limited
DIRECTORS’ REPORT (continued)
Remuneration report (Audited) (continued)
Nomination and Remuneration committee
The Nomination and Remuneration Committee is responsible for determining and reviewing compensation arrangements for the
directors and the executive management team.
The composition of the Nomination and Remuneration Committee during the year ended 30 June 2020, comprised Bruce Hatchman
(Chairman), Mark Jobling and David Franks being three members, all non-executive directors, with an independent Chairman and
the majority of whom are independent. On this basis, the Nomination and Remuneration Committee is in compliance with the ASX
Corporate Governance Principles and Recommendations.
Members of the Nomination and Remuneration Committee are appointed, removed and/or replaced by the Board.
The Nomination and Remuneration Committee assesses the appropriateness of the nature and amount of remuneration which the
directors and executives receive on a periodic basis by reference to relevant employment market conditions with overall objectives
of:
(i)
(ii)
(iii)
(iv)
Ensuring maximum stakeholder benefit from the retention of a high-quality Board and executive team;
Aligned to the Company’s strategic business priorities which have been set to achieve shareholder value;
Ensuring that the remuneration structure is transparent and easily understood;
Acceptable to all shareholders.
The Company’s Corporate Governance Statement which can be found on the Company’s website:
http://www.jcurvesolutions.com/corporate-governance, provides further information on the role of the Nomination and Remuneration
Committee and its composition and structure.
A copy of the Nomination and Remuneration Committee’s charter is included on the Company’s website.
3) Remuneration Structure
In accordance with best practice Corporate Governance, the structure of non-executive director and executive remuneration is
separate and distinct.
Non-executive director remuneration
The Board seeks to set aggregate remuneration at a level that provides JCurve Solutions with the ability to attract and retain directors
of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
JCurve Solutions’ constitution adopted at the AGM on 9 November 2010 specifies that the aggregate remuneration of non-executive
directors shall be a maximum of $400,000 per year, and can be varied by ordinary resolution of the shareholders in a General Meeting.
There have been no changes to the constitution of JCurve Solutions since this date.
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst
directors is reviewed annually.
Non-executive directors are paid their director fees in cash, including statutory superannuation contributions. They do not receive any
bonus payments nor are they entitled to any payment upon retirement or resignation.
The remuneration of non-executive directors for the year ended 30 June 2020 and comparative year is detailed in Section 4, Table 1
of the Remuneration report.
Executive remuneration
The Company’s Executive remuneration structure consists of three components:
Fixed components
Variable ‘at-risk’ components
(i)
Base salary and benefits,
superannuation.
including
(ii)
Short-term incentives in the form of cash bonuses; and
(iii)
Long-term incentives, through participation in the JCurve Solutions
Equity Incentive Plan (EIP).
13
DIRECTORS’ REPORT (continued)
Remuneration report (Audited) (continued)
(i)
Base salary and benefits
JCurve Solutions Limited
Executives are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash, superannuation
and fringe benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for
the Group.
Each executive’s remuneration is reviewed annually by the Nomination and Remuneration Committee. The process consists of a
review of relevant comparative remuneration in the market, internally and, where appropriate, external advice on policies and
practices. The Nomination and Remuneration committee has access to external, independent advice if required.
(ii)
Short-term incentive
The Short-term incentive (STI) scheme is designed to reward the Executive Management team for their contribution to the success
of JCurve Solutions in achieving its financial goals, as well as the individual contribution of each employee to business goals, as
determined by the Board.
For all members of the Executive Management Team except the Sales Director, the FY2020 KPI targets for the Short-term incentive
plan were determined by the Board based on a number of Key Result Areas (KRA’s) which the Board believes will affect the
performance of JCurve Solutions during the financial year. The KRA’s included a revenue metric, a profitability metric, various sales
metrics, leadership metrics while depending on the Executive Management team members position a business diversification metric,
marketing or project delivery metric. The metrics are determined with reference to JCurve Solutions strategic goals and objectives.
The revenue, profitability, sales, marketing and project delivery metrics are measured based on the audited statutory financial results.
The leadership metric is measured from independently collated feedback scores from employees and the Directors. The diversification
metric is determined with reference to the number of profitable acquisitions made by JCurve Solutions during the year. This short-
term incentive scheme takes the form of a cash bonus payable once the results for the year have been determined.
The Short-term incentive plan for the CMO is in the form of a commission scheme whereby actual ERP new business sales results
are compared against set targets on a monthly basis. The targets are set with reference to the Company’s annual ERP new business
budget. The Short-term incentive scheme for the CMO takes the form of cash which is paid as part of the pay-run the month following
the month of the ERP new business sale.
The potential value of the short-term incentive schemes as a proportion of each Executive’s base salary was as follows:
FY2020 STI Potential (*) (**)
FY2019 STI Potential (*)
Executives
Stephen Canning
James Aulsebrook
Kate Massey (***)
Katrina Doring
Peter Choo
Arthur Fernandez
32%
27%
55%
29%
29%
27%
33%
28%
29%
29%
29%
26%
(*) STI bonus potential as a proportion of the Executive’s base contracted salary excluding superannuation and other benefits.
(**) With the impact of the Covid-19 pandemic significantly affecting the Company’s results in April 2020, all members of the Executive
Management Team with the exception of commissions for the CMO, Kate Massey, elected to waive all eligible bonuses under the
FY2020 and FY2021 short term incentive schemes.
(***) Sales Director responsibilities from 5 February 2019 which included the commission scheme previously provided to the Sales
Director on top of the STI as the Chief Marketing Officer. Commission scheme was uncapped.
(iii)
Long-term incentive
The long-term equity incentive plan implemented in FY2020 has been designed to align a portion of Executive Remuneration with
long term shareholder value.
The JCurve Solutions Equity Incentive Plan (EIP) was approved by shareholders at the Annual General Meeting held on 22 November
2016. On 7 February 2020 performance rights totalling 10,800,000, across three tranches of 3,600,000 performance rights were
issued employees under the EIP. The performance rights under all three tranches are subject to a performance condition and a
service condition and vest on 31 January 2021, 31 January 2022 and 31 January 2022.
10,800,000 of the performance rights issued were to Executive team members as follows:
14
JCurve Solutions Limited
DIRECTORS’ REPORT (continued)
Remuneration report (Audited) (continued)
Performance Rights Issued
Executives
Stephen Canning
James Aulsebrook
Kate Massey
Katrina Doring
Peter Choo
Arthur Fernandez
3,000,000
1,800,000
1,500,000
1,500,000
1,500,000
1,500,000
4) Remuneration of key management personnel
Table 1: Key Management Personnel remuneration for the year ended 30 June 2020: Directors
Short-term employee benefits
Post-
employment
Equity
Total
Perfor
mance
Related
%
-
-
-
-
-
-
-
-
-
-
Total
$
97,646
97,646
65,700
65,700
60,000
60,000
55,810
-
279,156
223,346
Directors
$
$
$
$
$
Director’s
Fees
Bonuses /
Commission
Other
short-term
benefits
Super-
annuation
Shares
(1)
Bruce Hatchman
2020
84,646
Chairman (non-executive)
2019
86,646
David Franks
2020
60,000
Director (non-executive)
2019
60,000
Mark Jobling
2020
60,000
Director (non-executive)
2019
60,000
Graham Baillie
2020
50,968
Director (non-executive)
2019
-
Total Directors Fees
2020
255,614
Total Directors Fees
2019
206,646
-
-
-
-
-
-
-
-
-
-
13,000
11,000
5,700
5,700
-
-
4,842
-
23,542
16,700
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15
DIRECTORS’ REPORT (continued)
Remuneration report (Audited) (continued)
JCurve Solutions Limited
Table 2: Key Management Personnel remuneration for the year ended 30 June 2020: Executives
Short-term employee benefits
Long-term
Post-
employment
Equity
Total
Executives
Salary
$
Bonuses /
Commission
(10)
Other
short-
term
benefits
(8)
Long
service
leave
(9)
Super-
annuation
or CPF
Shares/
Performance
Rights
Perfor
mance
Related
$
$
$
$
$
$
%
Stephen Canning (1)
2020
333,453
50,768
17,195
(2,765)
2,643
3,433
404,727
13%
Chief Executive
Officer
2019
309,000
35,000
17,985
25,533
20,531
11,363
419,412
11%
James Aulsebrook (2) 2020
186,000
19,375
6,926
1,319
19,511
1,553
234,684
9%
Chief Financial
Officer
2019
181,000
17,500
(5,005)
1,248
18,858
3,788
217,389
10%
Kate Massey (3)
2020
175,000
25,428
6,687
6,709
19,041
1,400
234,265
11%
Chief Marketing
Officer
2019
171,000
20,104
12,882
9,039
18,155
3,788
234,968
10%
Katrina Doring (4)
2020
175,000
10,000
11,983
2019
171,000
10,000
15,572
993
831
17,575
17,195
1,400
216,951
3,788
218,386
2020
2019
175,000
19,375
5,016
1,287
18,466
1,189
220,333
170,000
10,000
12,159
1,402
17,100
2,525
213,186
Arthur Fernandez (6)
2020
199,246
3,015
(5,575)
GM JCS Asia
2019
100,754
Bill Beedie (7)
2020
-
-
-
2,703
-
Sales Director
2019
138,525
12,867
(3,358)
-
-
-
-
13,328
16,237
-
767
210,781
2%
-
-
119,694
-
10,366
(9,944)
148,456
2020
1,243,699
127,961
42,232
7,543
90,564
9,741
1,521,740
5%
6%
9%
6%
-
-
2%
9%
Chief Operating
Officer
Peter Choo (5)
Product Strategy
Director
Total Executive
Remuneration
Total Executive
Remuneration
2019
1,241,279
105,471
52,938
38,053
118,442
15,308
1,571,491
8%
(1) Bonus of $38,750 based on performance related KRA under the Short Term Incentive Scheme for FY2019 was paid on 26 September 2019.
(2) Bonus of $19,375 based on performance related KRA under the Short Term Incentive Scheme for FY2019 was paid on 2 September 2019.
(3) Bonus of $10,000 based on performance related KRA under the Short Term Incentive Scheme for FY2019 was paid on 2 September 2019.
Additional Sales Director responsibilities from 5 February 2019.
(4) Bonus of $10,000 based on performance related KRA under the Short Term Incentive Scheme for FY2019 was paid on 2 September 2019.
(5) Bonus of $19,375 based on performance related KRA under the Short Term Incentive Scheme for FY2019 was paid on 2 September 2019.
(6) became a Key Management Personal (KMP) from 18 December 2018. Information in table 2 for the period whilst a KMP. Bonus of A$2,799
based on performance related KRA under the Short Term Incentive Scheme for FY2019 was paid on 2 September 2019.
(7) Resigned 4 February 2019.
(8) other short-term benefits include car parking expenses for Stephen Canning, Kate Massey, Katrina Doring, Peter Choo and Bill Beedie as
well as annual leave accrued for each Executive Team Member as per Corporations Regulation 2M.3.03(1) Item 6.
(9) other long-term benefits as per Corporations Regulation 2M.3.03(1) Item 8.
(10) The bonuses or commissions included in the above table are those which have been paid during the financial year.
16
DIRECTORS’ REPORT (continued)
Remuneration report (Audited) (continued)
Table 3: Service Agreements
Remuneration and other terms of employment for the Executive Management Team are formalised in service agreements, in the form
of a contract of employment.
JCurve Solutions Limited
Executive
Arrangements relating to remuneration of the Company’s Executive Management Team currently in place are set out below:
Contractual
termination benefits
(**)
Current base salary
excluding
superannuation (*)
Term of agreement
Title
Stephen Canning
Chief Executive Officer
James Aulsebrook
Chief Financial Officer
Commenced 1 August
2019 on a rolling contract
Commenced 18 April 2016
on a rolling contract
Kate Massey
Chief Marketing Officer Commenced 1 September
2015 on a rolling contract
Katrina Doring
Chief Operating Officer
Commenced 5 July 2016
on a rolling contract
Peter Choo
Product Strategy
Director
Commenced 26 October
2017 on a rolling contract
Arthur Fernandez
General Manager JCS
Asia
Commenced 18 December
2018 on a rolling contract
S$311,000
6 months base salary
$186,000
3 months base salary
$175,000
3 months base salary
$175,000
$175,000
3 months and 1 week
base salary
3 months and 1 week
base salary
S$185,000
3 months base salary
(*) Current base salaries excluding superannuation are quoted for the year commencing 1 July 2020. They are reviewed annually by
the Remuneration Committee. There was a pay freeze on all staff wages as a result of the Covid-19 pandemic. The salaries recorded
in Table 2 are for the years ending 30 June 2020 and 30 June 2019.
(**) As at the date the Remuneration Report is approved.
The service agreement contracts outlined above may be terminated in the following circumstances:
(i)
(ii)
Voluntary termination by the Company: the contractual termination benefit outlined in the table above as well as any
statutory entitlements accrued will be paid; or
Termination by the Company for cause without notice: no contractual termination benefits are payable. Only statutory
entitlements accrued will be paid.
5) Relationship between remuneration and JCurve Solutions performance
Performance in respect of the current year and the previous two years is detailed in the table below:
Total profit/(loss) for the year
Normalised EBITDA
Share price at year end ($)
Increase/(decrease) in share price
Dividends paid
2020
$
(298,804)
670,501
0.036
6%
-
2019
$
338,114
852,589
0.034
10%
-
2018
$
847,267
979,931
0.031
282%
-
2017
$
454,286
801,920
0.011
83%
-
2016
$
(2,597,423)
131,517
0.006
(60%)
-
The remuneration of JCurve Solutions Executives outlined in Table 2 has consisted primarily of salaries and superannuation.
Performance related remuneration was 9% of the Key Management Personnel’s remuneration package reflecting the recent
performance levels of the Company outlined in the above table.
6) Voting and comments made at the Company’s 2019 Annual General Meeting
The JCurve Solutions Remuneration Report resolution was carried by a show of hands, with the results of both the show of hands
and proxy position in excess of 75% in favour of the resolution. Of valid proxies received, 99% of proxy votes lodged (lodged as
for/against/open excluding all other votes) voted “yes” on the Remuneration Report for the 2019 financial year. Comments raised by
shareholders during the course of the Annual General Meeting were responded to by the Directors during the meeting.
17
DIRECTORS’ REPORT (continued)
Remuneration report (Audited) (continued)
7) Details of share-based compensation
JCurve Solutions Limited
With the exception of the following performance rights outlined in tables 1 and 2 below, no other long term incentives have been
issued to employees or Directors of the Company.
Table 1: Performance rights issued to members of the Executive Management Team under the JCurve Solutions Equity
Incentive Plan on 7 February 2020
Performance Rights Issued
Executives
Stephen Canning
James Aulsebrook
Kate Massey
Katrina Doring
Peter Choo
Arthur Fernandez
3,000,000
1,800,000
1,500,000
1,500,000
1,500,000
1,500,000
Table 2: Performance rights issued to members of the Executive Management Team under the JCurve Solutions Equity
Incentive Plan on 27 June 2017 which expired during the year
Performance Rights Issued
(*)
Executives
Stephen Canning
James Aulsebrook
Kate Massey
Katrina Doring
Peter Choo
4,500,000
1,500,000
1,500,000
1,500,000
1,000,000
(*) Cancelled 31 August 2019 as the performance condition accompanying the performance rights was not met.
Table 3: Performance rights issued which formed part of remuneration during the year ended 30 June 2020: 2020 Plan
Value of total
performance
rights granted
$
Value of
performance
rights lapsed
$
Total value of
performance
rights granted,
exercised and
lapsed
$
Value of
performance rights
included in
remuneration for
the year
$
%
remuneration
consisting of
shares for the
year
Executives
Stephen Canning
James Aulsebrook
Kate Massey
Katrina Doring
Peter Choo
Arthur Fernandez
7,624
4,574
3,812
3,812
3,812
3,812
-
-
-
-
-
-
7,624
4,574
3,812
3,812
3,812
3,812
1,533
920
766
766
766
766
0.4%
0.4%
0.3%
0.4%
0.3%
0.4%
The value of each performance right granted under each tranche of the equity incentive plan was as follows:
(1) Tranche one: $0.0013 per performance right;
(2) Tranche two: $0.0026 per performance right
(3) Tranche three: $0.0037 per performance right
For further details on the Employee Share Plan, please refer to Note 26.
18
JCurve Solutions Limited
DIRECTORS’ REPORT (continued)
Remuneration report (Audited) (continued)
Table 4: Performance rights issued which formed part of remuneration during the year ended 30 June 2020: 2017 Plan
Value per
performance
right granted
$
Value of total
performance
rights granted
$
Value of
performance
rights
lapsed
$
Total value of
performance
rights granted,
exercised and
lapsed
$
Value of
performance rights
included in
remuneration for the
year
$
%
remuneration
consisting of
shares for the
year
Executives
Stephen Canning
James Aulsebrook
Kate Massey
Katrina Doring
Peter Choo
0.0055
0.0055
0.0055
0.0055
0.0055
24,750
8,250
8,250
8,250
8,250
-
-
-
-
-
24,750
8,250
8,250
8,250
5,500
1,899
633
633
633
422
0.5%
0.3%
0.3%
0.3%
0.2%
Table 5: Performance rights issued which formed part of remuneration during the year ended 30 June 2019: 2017 Plan
Value per
performance
right granted
$
Value of total
performance
rights granted
$
Value of
performance
rights
lapsed
$
Total value of
performance
rights granted,
exercised and
lapsed
$
Value of
performance rights
included in
remuneration for the
year
$
%
remuneration
consisting of
shares for the
year
Executives
Stephen Canning
James Aulsebrook
Kate Massey
Katrina Doring
Peter Choo
B Beedie
0.0055
0.0055
0.0055
0.0055
0.0055
24,750
8,250
8,250
8,250
8,250
0.02062
26,005
-
-
-
-
-
-
24,750
8,250
8,250
8,250
5,500
26,005
11,363
3,788
3,788
3,788
2,525
(9,944)
3%
2%
2%
2%
1%
-7%
For further details on the Employee Share Plan, please refer to Note 26.
8) Shareholdings of Key Management Personnel
Ordinary shares held in JCurve Solutions Limited (number)
30 June 2020
Directors
Bruce Hatchman
David Franks
Mark Jobling
Graham Baillie
Executives
Stephen Canning
James Aulsebrook
Kate Massey
Katrina Doring
Peter Choo
Arthur Fernandez
Total
Balance
01 Jul 19
Granted as
remuneration
Bought back
under employee
share plan
Net Change
Other (*)
Balance
30 Jun 20
3,500,000
4,206,174
51,204,301
-
3,233,418
-
665,000
1,975,534
455,000
600,000
65,839,427
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,500,000
4,206,174
51,204,301
83,124,215
83,124,215
-
-
-
-
-
-
3,233,418
-
665,000
1,975,534
455,000
600,000
83,124,215
148,963,642
(*) Graham Baillie became a Non Executive Director on 26 August 2019. The 83,124,215 shares outlined above were held before
Graham Baillie became a Non Executive Director.
19
DIRECTORS’ REPORT (continued)
Remuneration report (Audited) (continued)
JCurve Solutions Limited
30 June 2019
Directors
B Hatchman
D Franks
M Jobling
Executives
S Canning
J Aulsebrook
K Massey
K Doring
P Choo
A Fernandez (*)
Total
Balance
01 Jul 18
Granted as
remuneration
Bought back
under employee
share plan
Net Change
Other
Balance
30 Jun 19
3,500,000
4,206,174
51,204,301
3,233,418
-
665,000
1,975,534
455,000
-
65,239,427
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
600,000
3,500,000
4,206,174
51,204,301
3,233,418
-
665,000
1,975,534
455,000
600,000
600,000
65,839,427
(*) A Fernandez became an Executive Team member on 18 December 2018. 96,489 shares held before A Fernandez become an
Executive Team member. A further 503,511 purchased after A Fernadez became an Executive Team member.
All equity transactions with key management personnel other than those arising from the exercise of remuneration options have been
entered into under terms and conditions no more favourable than those the company would have adopted if dealing at arm's length.
All equity transactions with key management personnel other than those arising from the exercise of remuneration options have been
entered into under terms and conditions no more favourable than those the company would have adopted if dealing at arm's length.
9) Transactions with Directors and Key Management Personnel
The following table provides the total amount of transactions that were entered into with related parties for the relevant financial year.
Purchases from Related Parties
Automic
Company secretarial services (1)
Directors Fees (included in Table 1 and including Superannuation)
Share registry fees
2020
$
54,201
65,700
7,091
126,992
2019
$
48,536
65,700
2,635
116,871
(1) David Franks was appointed as Company Secretary of JCurve Solutions Limited on 15 September 2014 and was also appointed
as a Non-Executive Director on that date. David was the Proprietor of Franks and Associates, a firm that has provided guidance
on corporate compliance requirements pursuant to the Company’s constitution, ASX Listing Rules and Corporations Act,
assistance in drafting notices of meeting and announcements and Board documentation. Franks and Associates became a
member of Automic Group in June 2018. In September 2018, the Automic Group took over the share registry work for the Group.
Company secretarial service fees for the year ended 30 June 2020 amounted to $54,201 net of GST excluding out of pocket
expenses (2019: $48,536) and were provided on commercial terms. Automic Group invoices JCurve Solutions for David Franks’
Directors fees and superannuation, which has been included in Section 4, Table 1 of the Remuneration Report. The share registry
fees were provided on commercial terms.
20
DIRECTORS’ REPORT (continued)
Remuneration report (Audited) (continued)
Sales to Related Parties
Tomorrow Entertainment (1)
Customer purchases
JCurve Solutions Limited
2020
$
35,419
35,419
2019
$
41,335
41,335
1) Tomorrow Entertainment Holdings Pte Ltd (Tomorrow Entertainment), a Company which Mark Jobling is the founder and
a Director, became a customer of the Group. The Group invoiced Tomorrow Entertainment $35,419 in the year ended 30
June 2020 (2019: $41,335). The services sold to Tomorrow Entertainment were at commercial rates and on commercial
terms.
Sales to and purchases from related parties are made in arm's length transactions both at normal market prices and on normal
commercial terms. Outstanding balances at year-end are unsecured, interest free and settlement occurs in cash.
End of Remuneration Report
This report is made in accordance with a resolution of the directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
Bruce Hatchman
Chairman
Dated at Sydney 25 August 2020
21
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
DECLARATION OF INDEPENDENCE BY GARETH FEW TO THE DIRECTORS OF JCURVE SOLUTIONS
LIMITED
As lead auditor of JCurve Solutions Limited for the year ended 30 June 2020, I declare that, to the best
of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of JCurve Solutions Limited and the entities it controlled during the
period.
Gareth Few
Director
BDO Audit Pty Ltd
Sydney, 25 August 2020
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members
of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent
member firms. Liability limited by a scheme approved under Professional Standards Legislation.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2020
JCurve Solutions Limited
Revenue
Cost of goods sold
Gross profit
Other income
Employee benefits expenses
Other employee related expenses
IT and communications expenses
Advertising and marketing expenses
Professional fees
Occupancy expenses
Travel expenses
Depreciation and amortisation expenses
Bad debt expenses/writeback
Finance income/(expense)
Due diligence costs
Other expenses
Profit/(loss) before income tax
Income tax expense
Profit/(loss) for the year
Other comprehensive income
Total comprehensive income/(loss) for the year
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Consolidated ($)
Notes
2020
2019
3
3
4
4
25
4
5
6
6
11,213,413
(1,707,326)
9,506,087
385,907
(6,220,837)
(558,685)
(524,792)
(56,849)
(933,900)
(85,342)
(165,405)
(817,201)
(193,888)
(44,349)
(54,604)
(381,361)
(145,219)
(153,585)
(298,804)
-
(298,804)
(0.09)
(0.09)
12,579,475
(2,230,419)
10,349,056
241,318
(6,102,949)
(658,519)
(440,913)
(204,830)
(1,252,995)
(508,068)
(196,725)
(254,490)
39,371
(8,082)
(33,687)
(364,100)
604,387
(266,273)
338,114
-
338,114
0.10
0.10
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes. The classification of some prior period comparatives have been adjusted to show in more detail Other
Expenses.
23
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
JCurve Solutions Limited
Consolidated ($)
Notes
2020
2019
Assets
Current Assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Other current assets
Total Current Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Right-of-use assets
Deferred tax asset
Total Non-Current Assets
Total Assets
Liabilities
Current Liabilities
Trade and other payables
Unearned income
Current tax liability
Lease liabilities
Provisions
Total Current Liabilities
Non-Current Liabilities
Unearned income
Deferred tax liabilities
Lease liabilities
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Reserves
Accumulated losses
Total Equity
7
8
10
9
11
12
13
5
14
15
16
17
15
5
16
17
18
19
4,152,349
2,265,193
10,460
866,441
7,294,443
38,988
3,129,266
1,977,341
1,510,368
6,655,963
4,765,339
2,389,384
10,454
925,641
8,090,818
53,504
3,402,499
-
717,393
4,173,396
13,950,406
12,264,214
2,245,754
2,076,493
270,383
468,913
437,219
5,498,762
220,443
1,646,765
1,533,509
91,443
3,492,160
8,990,922
4,959,484
3,263,849
2,032,347
37,020
-
331,426
5,664,642
181,738
1,078,069
-
88,411
1,348,218
7,012,860
5,251,354
17,588,248
1,825,051
17,588,248
1,818,117
(14,453,815)
(14,155,011)
4,959,484
5,251,354
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
24
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020
JCurve Solutions Limited
Consolidated ($)
Inflows / (Outflows)
Notes
2020
2019
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Interest (paid)/refunded
Income tax received/(paid)
Net cash provided by operating activities
7
Cash flows used in investing activities
Payments for property, plant and equipment
Purchase of intangible assets
Cash paid for the purchase of the Spectrum business and
assets
Net cash used in investing activities
Cash flows used in financing activities
Repayment of principal of leases
Net cash used in investing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 July
Cash and cash equivalents at 30 June
7
12,806,601
(12,489,748)
13,497,100
(12,954,320)
7,051
(3,413)
(39,914)
280,577
(28,339)
-
(352,383)
(380,722)
(512,845)
(512,845)
(612,990)
4,765,339
4,152,349
12,964
(456)
152,292
707,580
(17,310)
(100,000)
(312,467)
(429,777)
-
-
277,803
4,487,536
4,765,339
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. The
repayment of principal leases was reclassified from cash flows used in operating activities to cash flows used in financing
activities on the adoption of AASB 16. Prior year comparatives have not been adjusted the repayment of principal leases
recorded in payments to suppliers and employees in the 2019 comparative balances.
25
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2020
JCurve Solutions Limited
Share Capital
Accumulated
Losses
Equity Benefits
Reserve
Total
Consolidated ($)
As at 1 July 2018
17,588,248
(14,493,125)
1,803,880
4,899,003
Total comprehensive income for
the year
Transactions with owners in their
capacity as owners:
Issued shares under employee
share plan
Issued rights under employee
incentive scheme
-
-
-
-
-
338,114
338,114
-
-
338,114
338,114
-
-
-
15,307
(1,070)
14,237
15,307
(1,070)
14,237
Balance at 30 June 2019
17,588,248
(14,155,011)
1,818,117
5,251,354
As at 1 July 2019
Total comprehensive loss for
the year
Transactions with owners in their
capacity as owners:
Issued rights under employee
incentive scheme
Exchange differences on
translation of foreign operations
17,588,248
(14,155,011)
1,818,117
-
-
-
-
-
(298,804)
(298,804)
-
-
-
-
-
9,741
(2,807)
6,934
5,251,354
(298,804)
(298,804)
9,741
(2,807)
6,934
Balance at 30 June 2020
17,588,248
(14,453,815)
1,825,051
4,959,484
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
26
CONTENTS TO THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JCurve Solutions Limited
Note
Number
Note Title
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
Significant changes in the current reporting period
The financial statement numbers
Segment reporting
Revenue and other income
Expenses
Income tax
Earnings per share
Cash and cash equivalents
Trade and other receivables
Other current assets
Other financial assets
Plant and equipment
Intangible assets
Right of use assets
Trade and other payables
Unearned income
Lease liabilities
Provisions
Share capital
Reserves
Risk
Critical judgements, estimates and assumptions
Financial instruments and risk management
Unrecognised items
Contingencies
Events occurring after the reporting period
Other information
Commitments
Statement of significant accounting policies
Share-based payment plans
Remuneration of auditors
Related party transactions
Parent entity financial information
27
Page
28
28
29
31
32
35
35
37
37
38
38
39
41
42
42
43
43
44
44
45
46
50
50
50
51
54
55
55
56
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1:
SIGNIFICANT CHANGES IN THE CURRENT REPORTING PERIOD
The financial position and performance of the group was particularly affected by the following factors, events and transactions during
the reporting period:
1)
the sale of Enterprise Resource Planning (ERP) solutions, which included the exclusively licensed JCurveERP and
associated implementation and consulting services in Australia and New Zealand as well as the Oracle NetSuite mid market
and enterprise editions in addition to accompanying associated implementation and consulting services in Australia, New
Zealand and South East Asia;
2) Riyo – the development and commercialization of the Riyo Service Management Platform and building up a recurring
customer base;
3) The adoption of AASB 16 Leases which had the effect of recognising right-of-use assets and lease liabilities for all non
cancellable operating leases on the Statement of Financial position.
A more detailed outline about the Group’s performance and financial position is outlined in the Directors Report operating and financial
review on page 8.
NOTE 2: SEGMENT REPORTING
(a) Accounting policy
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments,
has been identified as the Board of Directors and Executive Management Team of JCurve Solutions.
(b) Description of segments
AASB 8 Operating Segments requires operating segments to be identified on the basis of internal reports about the components of
the Group that are reviewed by the chief operating decision maker in order to allocate resources to the segment and assess its
performance.
JCurve Solutions sells a portfolio of solutions and derives its revenues and profits from a variety of sources.
The Board and Executive Management Team for the year ended 30 June 2020, considered the business from a product perspective
and identified four reportable segments:
• ERP – AU: ERP cloud-based Business Management solutions and associated consulting services sold to Australian and New
Zealand customers; and
• ERP – Asia: ERP cloud-based Business Management solutions and associated consulting services sold to South East Asian
•
customers;
TEMS - The development and marketing of Telecommunications Expense Management Solutions (JTEL and Full Circle Group)
sold to Australian customers; and
• Riyo – The development and sale of service management and scheduling software
All other segments – group/head office is a cost centres and is not a reportable operating segments. The results of these operations
are included in the unallocated column in the segment information below.
The Group operates in two geographical segments being Australasia (Australia and New Zealand) along with South East Asia.
The Group reports internally on the assets and liabilities of the Group on a consolidated basis.
No customers comprise more than 10% of the Group’s total revenue.
28
NOTES TO THE FINANCIAL STATEMENTS (continued)
(c) Segment information provided to the chief operating decision maker
JCurve Solutions Limited
The segment information provided to the Board and the Executive Management Team for the reportable segments for the year ended
30 June 2020 (including the comparative period) is as follows:
Year ended 30 June 2020
Total revenue
Total cost of sales
Gross profit
Other income
Total expenditure excluding
cost of sales
ERP - AU
TEMS
Riyo
ERP - Asia
8,070,453
2,064,551
75,117
1,003,292
(1,375,892)
-
(11,116)
(320,318)
6,694,561
2,064,551
64,001
682,974
3,591
277,443
104,589
284
All other
segments
Total
11,213,413
(1,707,326)
9,506,087
385,907
-
-
-
-
(5,210,941)
(1,065,107)
(928,680)
(1,167,919)
(1,664,566)
(10,037,213)
Total profit/(loss) before tax
1,487,211
1,276,887
(760,090)
(484,661)
(1,664,566)
(145,219)
Year ended 30 June 2019
NetSuite
ERP
TEMS
MYOB
Advanced
Riyo
JCS Asia
All other
segments
9,814,712
2,292,424
114,415
3,366
354,558
(2,100,699)
(2,330)
(18,936)
(3,750)
(104,704)
7,714,013
2,290,094
95,479
(384)
249,854
-
-
-
-
-
-
135,497
-
105,821
Total
12,579,475
(2,230,419)
10,349,056
241,318
Total revenue
Total cost of sales
Gross profit/(loss)
Other income
Total expenditure excluding
cost of sales
(5,526,590) (1,002,032)
(68,377)
(642,193)
(445,295) (2,301,500)
(9,985,987)
Total profit/(loss) before tax
2,187,423
1,288,062
27,102
(507,080)
(195,441) (2,195,679)
604,387
NOTE 3:
REVENUES AND OTHER INCOME
Revenue (*)
Enterprise Resource Planning (ERP) solutions – JCurve ERP and NetSuite:
Australasia
Enterprise Resource Planning (ERP) solutions – NetSuite: South East Asia
Enterprise Resource Planning (ERP) solutions - MYOB Advanced
Telecommunications expense management
Riyo solutions
Other Income
Research and Development incentive
JobKeeper subsidy (**)
Interest income
Sundry Income
Consolidated ($)
2020
2019
8,015,698
1,003,292
54,755
2,064,551
75,117
11,213,413
104,589
273,000
8,062
256
385,907
9,814,712
354,558
114,415
2,292,424
3,366
12,579,475
196,967
-
14,370
29,981
241,318
(*) Reflects revenue in accordance with AASB 15.
(**) $273,000 of government subsidies from the JobKeeper Payment were received or accrued as at 30 June 2020.
29
NOTES TO THE FINANCIAL STATEMENTS (continued)
1) Accounting policy
JCurve Solutions Limited
Revenue recognition
The core principle of AASB 15 is that revenue is recognised on a basis that reflects the transfer of promised goods or services to
customers at an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
Revenue is recognised by applying a five-step process outlined in AASB 15 which is as follows:
Step 1: Identify the contract with a customer;
Step 2: Identify the performance obligations in the contract and determine at what point they are satisfied;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations;
Step 5: Recognise revenue as the performance obligations are satisfied.
The Group’s revenue recognition accounting policy is that:
•
•
•
•
The performance obligation for the implemented ERP software is satisfied when the ERP software has been installed and is
operating materially as contractually required. Rather than recognising the contracted revenue evenly over the contract period
which ranges from 12 to 60 months in the case of license revenue or evenly over an implementation period for service revenue
(generally 2 to 3 months), under the new accounting policy, both license and implementation revenue for the contracted period
is recognised at the point in time when the ERP software has been installed and is operating materially as contractually required;
The performance obligation for providing ERP software customers with technical support is satisfied over the contracted period;
The performance obligation for providing Telecommunication Expense Management solutions is satisfied over the contracted
period; and
The performance obligation for the implemented Riyo software is satisfied when the Riyo software has been installed and is
operating materially as contractually required.
In addition to contracts with customers, the Group receives interest income from monies held in its bank accounts, Interest income
is recognised on an accruals basis based on the interest rate, deposited amount and time which lapses before the reporting period
end date.
The expected future Research and Development incentive, for past qualifying Research and Development expenditure is accrued
as other income when it is established that the conditions of the Research and Development incentive have been met and that the
expected amount of the incentive can be reliably measured.
2) Significant accounting judgments, estimates and assumptions: Revenue recognition
(i)
Identification of performance obligations
The Group has determined that for new ERP software sales, while licenses and implementation services are quoted as separate
line items and have separate list prices they are not distinct performance obligations as the customer is purchasing customisable
ERP software which requires not only the licenses to be provisioned but the software to be installed by a qualified JCurve Solutions
implementation consultant. As such a combined implemented ERP software performance obligation is presented.
Technical support which is purchased by ERP software customers to assist with their ongoing use of the ERP software and is
separate from the combined ERP software/implementation performance obligation.
(ii)
Satisfaction of performance obligations
The performance obligation for the implemented ERP software is satisfied at the point in time when the ERP software has been
installed and is operating materially as contractually required. It is when the customer has full access to and control of the ERP
software. The performance obligation for providing ERP software customers with technical support remains throughout the contract
period so is satisfied over the contract period.
The performance obligation for providing Telecommunication Expense Management solutions remains throughout the contract
period so is satisfied over the contract period.
The performance obligation for the implemented Riyo software is satisfied at the point in time when the Riyo software has been
installed and is operating materially as contractually required. It is when the customer has full access to and control of the Riyo
software.
30
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 4:
EXPENSES
Other employee related expense - superannuation
Other employee related expense – excluding superannuation
Depreciation of plant and equipment
Depreciation of right of use asset
Amortisation of intangibles
Directors’ Fees (includes superannuation)
Consultancy Fees
Audit Fees
Company Secretarial Fees (includes fees paid to non-related parties
overseas)
(1) Accounting policy
• Wages, salaries, annual leave and sick leave
JCurve Solutions Limited
Consolidated ($)
2020
2019
437,978
120,707
558,685
42,850
500,247
274,104
817,201
279,156
507,279
87,579
59,886
933,900
502,547
155,972
658,519
66,244
-
188,246
254,490
223,346
901,652
72,226
55,771
1,252,995
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled
within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date.
They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave
are recognised when the leave is taken and are measured at the rates paid or payable.
•
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected
future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit
method. Consideration is given to expected future wage and salary levels, experience of employee departures, and period of
service. Expected future payments are discounted using market yields at the reporting date on national government bonds with
terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.
31
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 5:
INCOME TAX
Income tax recognised in profit or loss
The major components of tax benefit/(expense) are:
Current tax benefit (i)
Origination and reversal of temporary differences
Under/(over) provision from prior years - current tax
Total tax benefit/(expense) (i)
JCurve Solutions Limited
Consolidated ($)
2020
2019
(374,969)
224,278
(2,894)
(153,585)
(233,987)
(21,641)
(10,645)
(266,273)
The prima facie income tax (benefit)/expense on pre-tax accounting profit from
continuing operations reconciles to the income tax (benefit)/expense in the
financial statements as follows:
Accounting profit/(loss) before tax
Income tax expense calculated at 27.5%
(145,219)
39,935
604,387
(166,207)
Tax effect of amounts which are not taxable/(deductible) in calculating taxable
income:
Permanent differences
Temporary differences
Adjustments for current tax of prior periods
Research and development incentive
Differences in overseas tax rates
Carried forward capital losses previously not brought to account now
recognised and realised on the sale of capital assets
Carried forward tax losses previously not brought to account now recognised
Reduction in net deferred tax liabilities due to change in company income tax
rate (to 26% from 1 July 2020)
Under/(over) provision in prior years
(3,339)
(17,936)
-
(21,275)
(37,357)
(90,361)
(125,556)
60,483
23,440
(2,894)
(16,653)
(23,315)
28,950
(11,018)
(70,353)
(11,851)
3,801
-
(10,645)
Income tax benefit/(expense) reported in the Statement of Profit or Loss and
other Comprehensive Income
(153,585)
(266,273)
Deferred Taxes (Non-Current)
Consolidated ($)
2020
2019
Analysis of deferred tax assets:
Deductible temporary differences available to offset against future taxable
income
Deferred expenditure
Lease liabilities
Accruals and provisions
Tax losses available to offset against future taxable income
Analysis of deferred tax liabilities:
Plant and equipment
Deferred license revenue
Right-of-use asset
Other
Net Deferred Tax Liability
32
286,054
520,630
430,585
273,099
1,510,368
4,238
1,015,297
514,109
113,121
1,646,765
136,397
306,006
-
372,876
38,511
717,394
4,482
970,286
103,301
1,078,069
360,675
NOTES TO THE FINANCIAL STATEMENTS (continued)
JCurve Solutions Limited
(1) Accounting policy
(i)
Income tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted
by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that
is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss; or
• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures,
and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will
not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused
tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and
the carry-forward of unused tax credits and unused tax losses can be utilised, except:
• when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss; or
• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint
ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference
will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become
probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance
date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against
current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
(ii) Tax Consolidation Legislation
JCurve Solutions and its 100% owned Australian resident subsidiaries have implemented the tax consolidation legislation. Current
and deferred tax amounts are accounted for in each individual entity as if each entity continued to act as a taxpayer on its own.
JCurve Solutions Limited recognises its own current and deferred tax amounts and those current tax liabilities, current tax assets and
deferred tax assets arising from unused tax credits and unused tax losses which it has assumed from its controlled entities within the
tax consolidated Group.
Assets or Liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts payable or
receivable from or payable to other entities in the Group. Any difference between the amounts receivable or payable under the tax
funding agreement are recognised as a contribution to (or distribution from) controlled entities in the tax consolidated Group.
33
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS (continued)
(iii) Other taxes
Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST) except:
• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the
GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
•
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the
Statement of Financial Position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing
and financing activities, which is recoverable from, or payable to the taxation authority are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(2) Significant accounting judgments, estimates and assumptions: Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable that sufficient
future tax profits will be available to utilise those temporary differences. Significant management judgement is required to determine
the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits over
future years together with future tax planning strategies.
(3) Unrecognised deferred tax assets and deferred tax liabilities
The balance of carried forward tax losses that have not been recognised in the Financial Statements amount to $386,3513 (2019:
$490,088 unrecognised). The deductible temporary differences and tax losses do not expire under current legislation. Deferred tax
assets totaling $106,247 (2019: $134,774) have not been recognised in respect of these items at this stage because it is not probable
that future tax profits will be available against which the Group can utilise the benefits thereof.
During the year ended 30 June 2020 the Group used the previously unrecognized carried forward capital losses of $572,640.
There are no unrecognised deferred tax liabilities.
(4) Tax Consolidation
JCurve Solutions and its 100% owned Australian resident subsidiaries implemented the tax consolidation legislation from 1 January
2014. The accounting policy for the implementation of the tax consolidation legislation is set out in note 5(1)(ii).
The entities in the tax consolidated group have entered into a tax sharing agreement on adoption of the tax consolidation legislation
which, in the opinion of the directors, limits the joint and several liability of the controlled entities in the case of a default by the head
entity, JCurve Solutions.
JCurve Solutions and its controlled entities have entered into a tax funding agreement under which the 100% owned Australian
resident subsidiaries compensate JCurve Solutions for all current tax payable assumed and are compensated by JCurve Solutions
for any current tax receivable and deferred tax assets which relate to unused tax credits or unused tax losses that, under the tax
consolidation legislation, are transferred to JCurve Solutions. These amounts are determined by reference to the amounts which are
recognised in the financial statements of each entity in the tax consolidated group.
The amounts receivable/ payable under the tax funding agreement are due on receipt of the funding advice from JCurve Solutions,
which is issued as soon as practicable after the financial year end. JCurve Solutions may also require payment of interim funding
amounts to assist with obligations to pay tax instalments. These amounts are recognised as current intercompany receivables or
payables.
34
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 6:
EARNINGS PER SHARE
Earnings used for calculation of basic and diluted earnings per share
Profit from operations - basic earnings per share
Profit from operations - diluted earnings per share
Weighted average number of shares used for calculation of basic and diluted EPS
Weighted average number of shares
Earnings used for calculation of basic and diluted earnings per share
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
(1) Accounting policy
JCurve Solutions Limited
Consolidated
2020
$
(298,804)
(298,804)
2019
$
338,114
338,114
No.
No.
327,856,900
327,856,900
Cents per share
Cents per share
(0.09)
(0.09)
0.10
0.10
Basic earning per share is calculated as net profit/loss attributable to members of the parent, adjusted to exclude any costs of servicing
equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted
for any bonus element.
Diluted earning per share is calculated as net profit/loss attributable to members of the parent, adjusted for:
•
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as
expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary
shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus
element.
NOTE 7:
CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Consolidated ($)
2020
2019
4,152,349
4,152,349
4,765,339
4,765,339
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods
of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the
respective short-term deposit rates.
At 30 June 2020, the Group has no committed borrowing facilities.
35
NOTES TO THE FINANCIAL STATEMENTS (continued)
JCurve Solutions Limited
Consolidated ($)
2020
2019
Reconciliation of profit for the year after tax to net cash flows from
operating activities
Profit/(loss) for the year
(298,804)
338,114
Non-cash flows in operating profit:
Depreciation and amortisation from continuing operations
Impaired receivables
Equity settled share based payment
(Increase)/decrease in assets:
Trade and other receivables
Other current assets
Other financial assets
Current tax receivable/payable
Deferred tax assets
Increase/(decrease) in liabilities:
Trade and other payables – Current
Unearned income
Provisions – Current
Provisions – Non-current
Deferred tax liabilities
Net cash used in operating activities
817,201
-
9,741
124,191
59,200
(7)
233,362
(792,975)
(631,705)
82,852
105,793
3,032
568,696
280,577
254,490
104,846
15,308
(198,899)
9,843
(10,454)
199,957
19,860
378,478
(506,773)
67,634
33,394
1,782
707,580
The repayment of principal leases was reclassified from cash flows used in operating activities to cash flows used in financing activities
on the adoption of AASB 16. Prior year comparatives have not been adjusted the repayment of principal leases recorded in payments
to suppliers and employees in the 2019 comparative balances.
(1) Accounting policy
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above,
net of outstanding bank overdrafts.
36
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 8:
TRADE AND OTHER RECEIVABLES
Current:
Trade receivables (i)
Allowance for doubtful debts (2)
Accrued revenue/commissions receivable
JCurve Solutions Limited
Consolidated ($)
2020
2019
1,347,273
(94,679)
1,012,599
2,265,193
1,432,258
(71,952)
1,029,078
2,389,384
(i)
the average credit period on sales of goods and rendering of services is 30 days. An allowance has been made for estimated
irrecoverable trade receivable amounts arising from the past sale of goods and rendering of services, determined by
reference to past default experience. Refer to note 21(6) for ageing of receivables.
(1) Accounting policy
Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an allowance for
any uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that the Group will not be able
to collect the debts. Bad debts are written off when identified.
The Group’s accounting policy includes the recognition of credit losses in the allowance for doubtful debts under an expected credit
loss (ECL) model. ECLs are a probability weighted estimates of credit losses which are discounted at the effective interest rate of the
financial asset. Credit losses are measured as the present value of all cash shortfalls.
(2) Allowance for doubtful debts reconciliation
At 30 June 2020, trade receivables of the Group with a nominal value of $94,679 (2019: $71,952) were impaired. The allowance for
doubtful debts was $94,679 (2019: $71,952). The movement in the allowance for doubtful debts is as follows:
At 1 July
Provision for impairment recognised during the year
Receivables written off during the year as uncollectable
Trade receivables provided for but collected
NOTE 9:
OTHER CURRENT ASSETS
Prepayments
Term deposit
Deferred expenditure
Sundry debtors
Consolidated ($)
2020
2019
71,952
164,512
(128,405)
(13,380)
94,679
114,173
104,846
(81,335)
(65,730)
71,952
Consolidated ($)
2020
2019
437,640
217,276
81,284
130,241
866,441
480,484
231,365
115,707
98,085
925,641
37
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 10: OTHER FINANCIAL ASSETS
Security Deposits
NOTE 11:
PLANT AND EQUIPMENT
Plant and equipment, at cost
Less accumulated depreciation
Net carrying amount
Leasehold improvements, at cost
Less accumulated depreciation
Net carrying amount
Make good assets, at cost
Less accumulated depreciation
Net carrying amount
Total net carrying amount
Reconciliations:
Movements:
JCurve Solutions Limited
Consolidated ($)
2020
2019
10,460
10,460
10,454
10,454
Consolidated ($)
2020
2019
314,927
(278,975)
35,952
2,740
(2,728)
12
16,299
(13,275)
3,024
38,988
286,589
(240,053)
46,536
2,740
(2,152)
588
16,299
(9,919)
6,380
53,504
Plant &
Equipment
Leasehold
Improvements
Make Good
Assets
Total
Consolidated ($)
Net carrying amounts as at 30 June 2018
84,975
1,164
Disposals
Additions
Depreciation charges
Net carrying amounts as at 30 June 2019
Net carrying amounts as at 30 June 2019
Disposals
Additions
Foreign currency revaluation
Depreciation charges
Net carrying amounts as at 30 June 2020
(1) Accounting policy
(i) Cost
-
17,310
(55,749)
46,536
46,536
-
28,286
49
(38,919)
35,952
-
-
(576)
588
-
-
16,299
(9,919)
6,380
588
6,380
-
-
-
(576)
12
-
-
-
(3,356)
3,024
86,139
-
33,609
(66,244)
53,504
53,504
-
28,286
49
(42,851)
38,988
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the
cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred.
38
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS (continued)
(ii) Depreciation
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets.
Leasehold improvements are amortised over the period of the lease or the estimated useful life, whichever is the shorter, using the
straight-line method. The following estimated useful lives are used in the calculation of depreciation and amortisation:
Plant and equipment
Leasehold improvements
2 – 14 years
1 – 6 years
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year
end.
(iii) De-recognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected
from its use or disposal.
Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
NOTE 12: INTANGIBLE ASSETS
Licences
Platform Goodwill (i)
Riyo
Customer
relationships
(i)
NetSuite
customer
contracts (i)
Pistachio
connector (ii)
Total
Year ended 30 June 2019
At 1 July 2018, net of
accumulated amortisation and
impairment
Additions (i) and (ii)
Amortisation
FX Revaluation
At 30 June 2019, net of
accumulated amortisation and
impairment
Year ended 30 June 2020
At 1 July 2019, net of
accumulated amortisation and
impairment
Additions
Amortisation
FX Revaluation
At 30 June 2020, net of
accumulated amortisation and
impairment
(i) Purchase of Spectrum
2,302,857
590,000
-
-
-
-
2,892,857
-
-
-
-
244,515
172,197
175,456
100,000
692,168
(120,000)
-
(34,438)
(33,808)
-
2,693
1,503
1,524
-
-
(188,246)
5,720
2,302,857
470,000
247,208
139,262
143,172
100,000
3,402,499
2,302,857
470,000
247,208
143,172
139,262
100,000
3,402,499
-
-
-
-
(120,000)
-
-
-
-
-
-
(68,408)
(69,703)
(20,000)
(278,112)
-
(1,645)
3,209
3,314
-
4,879
2,302,857
350,000
245,563
77,973
72,873
80,000
3,129,266
The licenses intangible asset reflects the carrying value of the unimpaired amount paid for the purchase of the exclusive reseller
agreement with NetSuite for the JCurve ERP edition of the NetSuite software. This Agreement with NetSuite provides JCurve
Solutions with the exclusive selling rights for the JCurve ERP edition of the NetSuite business software for an indefinite period and
was the basis on which Interfleet Pty Ltd immediately became a five star NetSuite partner on becoming a NetSuite Solution Provider
in August 2016. The agreement was the basis from which the Company has built its ERP practice. The NetSuite JCurve ERP reseller
agreement provides that in the event of cancellation of the Agreement, the customers of JCurve would be assigned to NetSuite and
NetSuite would be required to pay JCurve Solutions a royalty of 30% of the future revenue stream to NetSuite for a 3-year period
which along with an increasing level of license commission and service revenue which is generated from the sale of NetSuite editions
indicates that it is unlikely that there will be an impairment in future periods.
39
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS (continued)
(ii) Pistachio Connector
On 8 April 2019, JCurve Business Software Pty Ltd, a 100% owned subsidiary of JCurve Solutions Limited, purchased the JConnect
E-Commerce connector from Pistachio Media. The E-Commerce connector links a customers website to the JCurve edition of
NetSuite. JCurve Business Software Pty Ltd previously operated under a licensing arrangement with Pistachio Media with both
customers managed directly through JCurve Business Software Pty Ltd as well as some customers directly being managed by
Pistachio Media.
The total cost of the asset acquisition was $100,000 which was settled in cash on 27 June 2019. Purchase costs of $3,480 were
included in professional fees in the Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2019.
(1) Accounting policy
(i)
Intangible assets – Licenses and other intangible assets
Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an intangible asset
acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are
carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets,
excluding capitalised development costs, are not capitalised and expenditure is charged against profits in the year in which the
expenditure is incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over
the useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation
period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year-end.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are
accounted for by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The
amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the
function of the intangible asset.
Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash-generating unit level.
Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed each reporting period to
determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from
indefinite to finite is accounted for as a change in an accounting estimate and is thus accounted for on a prospective basis.
(2) Significant accounting judgments, estimates and assumptions
(i)
Impairment of intangibles with indefinite useful lives
The Group determines whether goodwill and intangibles with indefinite useful lives are impaired at least on an annual basis. This
requires an estimation of the recoverable amount of the cash generating units to which the goodwill and intangibles with indefinite
useful lives are allocated.
(ii)
Useful life of the Riyo Platform
The Group has determined that the useful life of the Riyo Platform is 5 years with the useful life to be amortised on a straight line
basis over the five year period.
(3) Impairment testing of intangible assets with indefinite lives
(i)
Licenses – ERP Australia
The licenses intangible asset reflects the carrying value of the ERP relationship with Oracle NetSuite.
The recoverable amount of the Australian ERP Cash Generating Unit has been determined based on a value in use calculation
using cash flow projections covering a 5-year period. The discount rate applied to the value in use calculations was 17% (2019:
15%). A long term growth rate of 3% has been assumed as has a terminal value. Based on these value in use calculations, there
is no impairment for the year ended 30 June 2020 (2019: nil).
The carrying value of the NetSuite License remains $2,302,857. The carrying value of the Asia ERP Cash Generating Unit includes
the licenses intangible asset, the pistachio connector intangible asset and an allocation of group non current assets.
If the discount rate applied was 10% higher the recoverable amount would decrease by $439,225 and if the discount rate applied was
10% lower the recoverable amount would increase by $483,157. If the long term growth rate projection applied was 10% lower than
the amount forecast, the recoverable amount would decrease by $81,659 and if the long term growth rate projection applied was 10%
higher the recoverable amount would increase by $81,659.
Based on the value in use calculations prepared, even in the instance of a higher discount rate or lower long term growth rate, the
recoverable amount of the Cash Generating Unit exceeds the carrying value.
40
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS (continued)
(ii)
Goodwill
The goodwill balance was recognised on the acquisition of the Spectrum business in December 2018.
The recoverable amount of the Asia ERP Cash Generating Unit has been determined based on a value in use calculation using
cash flow projections covering a 5-year period. The discount rate applied to the value in use calculations was 18% (2019: 15%). A
long term growth rate of 10% has been assumed as has a terminal value. Based on these value in use calculations, there is no
impairment for the year ended 30 June 2020 (2019: nil).
The carrying value of the Goodwill balance reduced to $245,563 after revaluation from exchange rate movements. The carrying
value of the Asia ERP Cash Generating Unit includes goodwill, the netsuite customer contracts intangible asset, the customer
relationships intangible asset in addition to an allocation of group non current assets.
If the discount rate applied was 10% higher the recoverable amount would decrease by $344,357 and if the discount rate applied was
10% lower the recoverable amount would increase by $380,761. If the long term growth rate projection applied was 10% lower than
the amount forecast, the recoverable amount would decrease by $152,785 and if the long term growth rate projection applied was
10% higher the recoverable amount would increase by $154,593.
Based on the value in use calculations prepared, even in the instance of a higher discount rate or lower long term growth rate, the
recoverable amount of the Cash Generating Unit exceeds the carrying value.
NOTE 13:
RIGHT OF USE ASSET
Buildings, at cost
Less accumulated depreciation
Net carrying amount
Office equipment, at cost
Less accumulated depreciation
Net carrying amount
Total net carrying amount
Reconciliations:
Movements:
Consolidated ($)
2020
2019
2,430,876
(470,124)
1,960,752
46,712
(30,123)
16,589
1,977,341
-
-
-
-
-
-
-
Buildings
Office equipment
Total
Net carrying amounts as at 30 June 2018
Additions
Depreciation charges
Net carrying amounts as at 30 June 2019
-
-
-
-
-
-
-
-
-
-
-
-
Net carrying amounts as at 1 July 2019 (*)
2,430,876
46,712
2,477,588
Disposals
Additions
Depreciation charges
Net carrying amounts as at 30 June 2020
-
-
(470,124)
1,960,752
-
-
(30,123)
16,589
-
-
(500,247)
1,977,341
(*) Adopted AASB 16 from 1 July 2019. Refer to note 25(3) for more information.
41
NOTES TO THE FINANCIAL STATEMENTS (continued)
JCurve Solutions Limited
(1) Accounting policy
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises
the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date
net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate
of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the
asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the
depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of
lease liabilities.
The Group has elected not to recognise a right-of-use asset for all short-term leases with terms of 12 months or less and leases of
low-value assets. Where applicable, lease payments on these assets are expensed to profit or loss as incurred.
NOTE 14:
TRADE AND OTHER PAYABLES
Current:
Trade payables (*)
Other payables
Accrued expenses
Deferred consideration
Consolidated ($)
2020
2019
962,809
279,033
1,003,912
-
1,527,278
530,376
853,812
352,383
2,245,754
3,263,849
(*) Trade payables are non-interest bearing and are normally settled on 30-day terms. Information regarding the effective interest rate
and credit risk of current payables is set out in Note 21.
(1) Accounting policy
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the
Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in
respect of the purchase of these goods and services. Trade and other payables are presented as current liabilities unless payment
is not due within 12 months.
NOTE 15:
UNEARNED INCOME
Current:
Unearned Income
Non Current:
Unearned Income
(1) Accounting policy
Consolidated ($)
2020
2019
2,076,493
2,023,347
220,443
2,296,936
181,738
2,205,085
Unearned income is carried at amortised cost and represents amounts billed to customers in advance of the revenue being
recognised in accordance with the revenue recognition policy outlined in note 3. Unearned income is presented as a current liability
unless the performance obligations associated with the revenue will be satisfied in greater than 12 months.
42
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 16:
LEASE LIABILITIES
Current:
Lease liabilities
Non Current:
Lease liabilities
(1) Accounting policy
JCurve Solutions Limited
Consolidated ($)
2020
2019
468,913
1,533,509
2,002,422
-
-
-
-
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of
the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot
be readily determined, the Group’s incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees,
exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is
a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term;
certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the
corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
The Group has elected not to recognise a lease liability for all short-term leases with terms of 12 months or less and leases of low-
value assets. Where applicable, lease payments on these assets are expensed to profit or loss as incurred.
Refer to note 25(3) for an explanation of the Group’s accounting policy for leases on adoption of AASB 16 from 1 July 2019 including
the reconciliation of operating lease commitments to lease liability.
Refer to note 24 for the details on the maturity profile of the Group’s lease commitments.
NOTE 17:
PROVISIONS
Current:
Annual leave
Long service leave
Non-current:
Long service leave
Make good provision
(1) Accounting policy
Consolidated ($)
2020
347,235
89,984
437,219
64,350
27,093
91,443
2019
244,957
86,469
331,426
64,486
23,925
88,411
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. Provisions are not recognised for future operating losses.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement
is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is
presented in the Statement of Profit or Loss and Other Comprehensive Income net of any reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to settle the present
obligation at the end of the reporting period.
43
NOTES TO THE FINANCIAL STATEMENTS (continued)
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks
specific to the liability. The current pre-tax rate used for discounting purposes is 2.73% (2019: 2.73%).
When discounting is used, the increase in the provision due to the passage of time is recognised as an interest expense.
JCurve Solutions Limited
NOTE 18:
SHARE CAPITAL
Ordinary shares issued and fully paid (i)
Unissued shares
Consolidated ($)
2020
17,382,891
205,357
17,588,248
2019
17,382,891
205,357
17,588,248
(i)
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Movement in ordinary shares on issue
At 1 July 2018
Movement
At 30 June 2019
Movement
At 30 June 2020
(1) Accounting policy
No.
$
327,856,900
17,382,891
-
-
327,856,900
17,382,891
-
-
327,856,900
17,382,891
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. Incremental costs directly attributable to the issue of new shares or options for
the acquisition of a new business are not included in the cost of acquisition as part of the purchase consideration.
(2) Share Option Plan - Acquisition of JCurve Business Software
JCurve Solutions Limited issued 35,714,284 options (valued at $1,572,144) as part consideration for the acquisition of JCurve
Solutions Pty Ltd by its’ subsidiary JCurve Business Software Pty Ltd in October 2013. Refer to Note 26(ii) for further information.
NOTE 19:
RESERVES
Equity Benefits Reserve
Balance at the start of the year
Shares cancelled under Employee Share Plan
Issued rights under Employee Incentive Scheme
Balance at the end of the year
Foreign Currency Translation Reserve
Balance at the start of the year
Currency translation differences arising during the year
Balance at the end of the year
Consolidated ($)
2020
2019
1,819,187
-
9,741
1,828,928
1,803,880
-
15,307
1,819,187
Consolidated ($)
2020
2019
(1,070)
(2,807)
(3,877)
-
(1,070)
(1,070)
1,825,051
1,818,117
44
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS (continued)
(1) Accounting policy
The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby
employees render services in exchange for shares or rights over shares (equity-settled transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at
the date at which they are granted. The fair value is determined by an external valuer using the Black- Scholes model, further details
of which are given in Note 26(i).
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of
the shares of JCurve Solutions Limited (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the
performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the
award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to
which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest.
No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in
the determination of fair value at grant date. The Statement of Profit or Loss and Other Comprehensive Income charge or credit for a
period represents the movement in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market
condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified.
In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement,
or is otherwise beneficial to the employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised
for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a
replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original
award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see
Note 6).
(2) Significant accounting judgments, estimates and assumptions: 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 an external valuer using a Black - Scholes model, using the
assumptions as detailed in the notes to the financial statements.
NOTE 20:
CRITICAL JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events.
The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain
assets and liabilities within the next annual reporting period are:
(1) Revenue recognition - Identification of performance obligations – refer to note 3;
(2) Revenue recognition – Satisfaction of performance obligations – refer to note 3;
(3) Impairment of intangibles with indefinite useful lives – refer to note 12;
(4) Useful life of the Riyo Platform - refer to note 12;
(5) Share-based payment transactions – refer to note 19; and
(6) Recovery of deferred tax assets – refer to note 5;
45
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 21:
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(1) Capital risk management
Capital risk is managed and monitored by liaising with banks and communicating with shareholders. JCurve Solutions considers new
government legislation and monitors the market place by canvassing information from stockbrokers and investors.
When managing capital, management's objective is to ensure the entity continues as a going concern as well as to maintain optimal
returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the
lowest cost of capital available to the entity. Management adjust the capital structure as necessary to take advantage of favourable
costs of capital or high returns on assets. As the market is constantly changing, management may change the amount of dividends
to be paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
(i) Categories of financial instruments
Financial assets
Cash and cash equivalents
Receivables
Other current assets
Other financial assets
Financial liabilities
Payables
Consolidated ($)
2020
2019
4,152,349
2,265,193
217,276
10,460
4,765,339
2,389,384
231,365
10,454
2,245,754
3,263,849
The Group has no derivative instruments in designated hedging relationships.
(2) Financial Risk Management
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement
and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity
instrument are outlined above in the relevant note.
The Group’s principal financial liabilities are trade payables and unearned income which arise during the course of operations. The
Group has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its
operations.
The Group’s policy throughout 2020 has remained that no trading in derivatives shall be undertaken. The main risks arising from the
Group’s financial instruments are cash flow interest rate risk, liquidity risk, and credit risk. The Board of Directors reviews and agrees
on policies for managing each of these risks which are summarised on the following pages.
46
NOTES TO THE FINANCIAL STATEMENTS (continued)
(3) Interest Rate Risk
The following table sets out the carrying amount, by maturity, of the Group’s financial instruments including those exposed to interest
rate risk:
JCurve Solutions Limited
Consolidated ($)
Within 1 year
1 to 5 years
Total
Weighted
average
effective interest
rate
%
Year ended 30 June 2020
Financial assets
Non interest bearing:
Trade and other receivables
Other Current Assets
Floating rate:
Cash Assets
Other Current Assets
Financial liabilities
Payables
Year ended 30 June 2019
Financial assets
Non interest bearing:
Trade and other receivables
Other Current Assets
Floating rate:
Cash Assets
Other Current Assets
Financial liabilities
Payables
2,265,193
649,165
2,914,358
4,152,349
217,276
4,369,625
7,283,983
2,245,754
2,245,754
2,389,384
694,276
3,083,660
4,765,339
231,365
4,996,704
8,080,364
3,263,849
3,263,849
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,265,193
649,165
2,914,358
4,152,349
217,276
4,369,625
7,283,983
2,245,754
2,245,754
2,389,384
694,276
3,083,660
4,765,339
231,365
4,996,704
8,080,364
3,263,849
3,263,849
0.11%
1.52%
0.15%
2.04%
For all financial instruments, the net fair value approximates their carrying value.
No financial assets and financial liabilities are readily traded on organised markets in standardised forms.
Interest on financial instruments classified as floating rate is fixed at intervals of less than one year. The other financial instruments
of the Group that are not included in the above tables are non-interest bearing and are therefore not subject to interest rate risk.
47
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS (continued)
Interest rate risk sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative
instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant
throughout the reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key
management personnel and represents management’s assessment of the change in interest rates.
At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Group’s
net profit before tax would increase by $21,847 and decrease by $5,657 respectively (2019: increase by $24,915 and decrease by
$10,188). This is mainly attributable to the Group’s exposure to interest rates on its variable rate cash deposits.
(4) Price Risk – Equity and Commodity
The Group's exposure to commodity and equity securities price risk is minimal.
(5) Foreign Currency Risk
Following the acquisition of Spectrum and establishment of a Philippines centre of excellence, the Group is now exposed to foreign
currency risk from movements in the Australian dollar relative to the Singapore and US Dollar’s and Philippine Peso. Foreign currency
risk arises from future transactions and recognizing assets and liabilities denominated in a currency that is not the Group’s functional
currency.
The Group seeks to limit its exposure to foreign currency risk, by maintaining a bank account denominated in Singapore dollars and
is in the process of setting up a Philippines bank account denominated in Philippine Peso so that income received from Asian
customers is deposited and held in the overseas currency without the need to transact in multiple currencies.
The Group’s exposure to foreign currency risk at the reporting date is as follows (in AUD translated balances):
Year ended 30 June 2020
Cash and cash equivalents
Trade and other receivables
Other financial assets
Other current assets
Total Current Assets
Property, plant and equipment
Intangible assets
Total Non Current Assets
Total Assets
Trade and other payables
Unearned income
Provisions - current
Total current liabilities
Total Liabilities
Net Assets
Consolidated ($)
2020
2019
126,690
398,267
10,460
115,744
651,161
18,318
396,408
414,726
12,605
215,095
120,435
348,135
2,783
529,642
532,425
1,065,887
880,560
445,907
422,474
93,743
962,124
438,846
133,657
15,337
587,840
962,124
587,840
103,763
292,720
For the year ending 30 June 2020, if the average exchange rate for AUD:SGD had been 10% lower or higher and all other variables
were held constant, the Group’s net profit before tax would decrease by $53,851 and increase by $44,060 respectively (2019:
decrease by $21,716 and increase by $17,767).
For the year ending 30 June 2020, if the average exchange rate for AUD:PHP had been 10% lower or higher and all other variables
were held constant, the Group’s net profit before tax would decrease by $65,819 and increase by $53,852 respectively (2019:
decrease by nil and increase by nil).
48
NOTES TO THE FINANCIAL STATEMENTS (continued)
(6) Credit Risk
JCurve Solutions Limited
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, trade and other receivables. The
Group's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying
amount of these instruments. Exposure at balance date is addressed in each applicable note.
The Group does not hold any credit derivatives to offset its credit exposure.
The Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the Group's policy
to securitise its trade and other receivables.
It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an
assessment of their independent credit rating, financial position, past experience and industry reputation. Risk limits are set for each
individual customer in accordance with parameters set by the board. These risk limits are regularly monitored.
Receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant.
At 30 June 2020, the ageing analysis of trade receivables is as follows:
Consolidated
Total
$
0-30
days
$
0-30
days
CI*
$
31-60
days
$
31-60
days
CI*
$
61-90
Days
PDNI*
$
61-90
Days
CI*
$
+91
days
PDNI*
$
+91
days
CI*
$
2020
2019
1,347,273
730,398
-
195,426
-
139,337
-
238,867
43,244
1,432,258 1,013,134
1,015
207,913
1,015
73,727
1,015
100,009
34,430
*
PDNI
- Past due not impaired
CI
- Considered impaired
The receivables which are past due but not considered impaired was $378,205 (2019: $173,736).
The provision for doubtful debts as at 30 June 2020 is $94,679 (2019: $71,952). The provision for doubtful debts includes expected
credit losses which as a result of the Covid-19 pandemic and the potential for increased credit losses, the allowance for expected
credit losses was reviewed and an increase in the provision from $13,378 as at 30 June 2019 to $62,042 as at 30 June 2020 was
recognised.
Other balances within trade and other receivables do not contain impaired assets and are not past due. It is expected that these other
balances will be received when due.
(7) Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate liquidity risk
management framework for the management of the Group’s short, medium and long-term funding and liquidity management
requirements. The Group manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring
forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The impacts of the Covid-19 pandemic has seen an increasing level of focus on liquidity risk which has included adjustments to the
Group’s financial modelling and the monthly papers presented to the Board including a 12 month going concern forecast.
49
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 22:
CONTINGENCIES
(1) Contingent Liabilities
The Group does not have any contingent liabilities.
NOTE 23:
EVENTS OCCURRING AFTER THE REPORTING PERIOD
JCurve Solutions Limited
Since the end of the financial year stage four lockdown restrictions have been enacted in Victoria for a period of six weeks from 2
August 2020. Our office in Victoria remains closed and the Group continues to operate under its business continuity plan in all
locations which includes all employees working from home. Under the increased lockdown the Group expects that winning new
business sales in all regions will remain very challenging while additional churn across the ERP and TEMS customer portfolio may
occur as businesses struggle with the enforced lockdown.
A similar lockdown has been enacted in the Philippines which has similarly delayed the first customer ERP sales in the region.
With the exception of the Victorian stage four lockdown and Philippines lockdown, no other matters or circumstances have arisen
since 30 June 2020 that significantly affect, or may significantly affect:
(a)
(b)
(c)
the Group’s operations in future financial years, or
the results of those operations in future financial years, or
the Group’s state of affairs in future financial years.
NOTE 24:
COMMITMENTS
(1) Remuneration Commitments
There are no commitments for the payment of salaries and other remuneration under long-term employment contracts in existence
at the reporting date.
(2) Lease Commitments
The Group had the following lease commitments at balance date:
Within one year
After one year but not more than five years
Consolidated ($)
2020
2019
505,747
1,677,502
2,183,249
494,226
282,300
776,526
The lease commitments are in respect of the Chatswood office, St Kilda office, an office in Singapore and an office in the Philippines
as well as telephone and printer leases.
(i) Accounting policy - Leases
Refer to note 25(3) for an explanation of the Group’s accounting policy for leases on adoption of AASB 16 from 1 July 2019.
50
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 25:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
(1) Basis of Preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the
Corporations Act 2001, Accounting Standards and Interpretations and complies with other requirements of the law. The financial
report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board (IASB). JCurve Solutions Limited is a for-profit entity for the purposes of preparing the financial statements.
The accounting policies detailed below have been consistently applied to all years unless otherwise stated. The financial report is for
the consolidated entity consisting of JCurve Solutions Limited and its subsidiaries.
The financial report has also been prepared on a historical cost basis.
The financial report is presented in Australian dollars and all values are rounded to the nearest dollar.
(2) Changes to presentation
The classification of some prior period comparatives have been adjusted to reflect an internal reporting change in the presentation
of financial statement line items which the Company believes will assist users with their understanding of the Annual Report. There
was no net overall profit or loss effect from the reclassification.
(3) New and amended standards adopted by the group
A number of new or amended standards became applicable for the current reporting period from 1 July 2019.
(1) AASB 16 Leases
The Group has had to change its accounting policies as a result of adopting AASB 16 Leases. AASB 16 was issued to replace
AASB 117 Leases and a number of interpretations.
For lessees such as JCurve Solutions, the new accounting policy eliminates the classifications of operating leases and finance
leases and provides a comprehensive model for the identification of lease arrangements and their treatment in the financial
statements.
The new standard has effected the Group’s accounting for leases by:
(1) Providing enhanced guidance on identifying whether a contract contains a lease;
(2) Providing a completely new leases accounting model for lessees that require lessees to recognise all leases on balance
sheet except for short-term leases and leases of low value assets; and
(3) Requiring enhanced financial statement disclosures.
Except for short-term leases and leases of low-value assets, right-of-use assets and corresponding lease liabilities are recognised in
the Statement of Financial Position. Straight-line operating lease expense recognition which was the Group’s previous accounting
policy (in line with AASB 117) has been replaced with a depreciation charge for the right-of-use assets (included in operating costs)
and an interest expense on the recognised lease liabilities (included in finance expense).
In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease
expenses under AASB 117. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the
operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of
cash flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately
disclosed in financing activities.
The revised accounting policy has impacted the Group’s operating leases for which the Group currently has eight non-cancellable
operating leases.
51
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS (continued)
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises
the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date
net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate
of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the
asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the
depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of
lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for all short-term leases with terms of
12 months or less and leases of low-value assets. Where applicable, lease payments on these assets are expensed to profit or loss
as incurred.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of
the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot
be readily determined, the Group’s incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees,
exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is
a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term;
certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the
corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
Prior year comparative numbers have not been updated with the Group electing to apply the modified retrospective method from 1
July 2019.
AASB 16 was adopted using the modified retrospective approach and as such the comparatives have not been restated.
(i)
The financial effect of adopting AASB 16 is summarised as follows:
Statement of Profit or Loss and Other
Comprehensive Income
Amount under new
accounting policy
Amount under previous
accounting policy
Effect of change to
accounting policy
(AASB 16)
(AASB 117)
Consolidated ($)
Occupancy expenses
Depreciation and amortisation expenses
Finance expense
85,342
817,201
44,349
946,892
598,276
316,954
6,581
921,811
(512,933)
500,247
37,768
25,082
Statement of Financial Position
(AASB 16)
(AASB 117)
Consolidated ($)
Amount under new
accounting policy
Amount under previous
accounting policy
Effect of change to
accounting policy
Right-of-use asset
Lease liabilities – current
Lease liabilities – non current
Retained losses
Total equity
1,977,341
(324,920)
(1,677,503)
(25,082)
(14,490,430)
4,922,870
52
-
-
-
-
(14,515,512)
4,897,789
1,977,341
(324,920)
(1,677,503)
(25,082)
25,082
25,082
NOTES TO THE FINANCIAL STATEMENTS (continued)
(ii)
Reconciliation of operating lease commitments to lease liability
Operating lease commitments disclosed as at 30 June 2019
Discounted using the lessee’s incremental borrowing rate at the date of initial application
Lease extensions not previously recognised as at 30 June 2019 as the lease was not yet signed
but recognised under AASB16
Short term leases previously recognised as a commitment but recognised as an expense
Lease liability recognised as at 1 July 2019
Of which was a:
Current lease liability
Non-current lease liability
(2) AASB Interpretation 23
JCurve Solutions Limited
Consolidated ($)
776,526
(31,443)
1,732,505
-
2,477,588
686,309
1,791,279
2,477,588
The Group has adopted AASB Interpretation 23 Uncertainty over Income Tax Treatments from 1 July 2019. AASB Interpretation 23
outlines the requirements around accounting for uncertain tax positions. The Group has concluded that it is probable that the tax
authorities will accept the current method of calculating the Group’s current tax liability which is calculated in accordance with AASB
112.
(4) New accounting standards and interpretations not yet adopted
The Directors have reviewed all of the new and revised accounting standards and interpretations issued by the Australian
Accounting Standards Board for annual reporting periods beginning or after 1 July 2019. It has been determined that there is no
impact, material or otherwise, of any other new or revised accounting standards and interpretations other than those outlined in the
New and amended standards adopted by the group outlined above.
(5) Statement of Compliance
The financial report was authorised for issue on 25 August 2020.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial
Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and
notes thereto, complies with International Financial Reporting Standards (IFRS).
(6) Basis of Consolidation
The consolidated financial statements comprise the financial statements of JCurve Solutions Limited and its subsidiaries as at 30
June each year (the Group).
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent
accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and
losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Control
exists where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its
activities.
The acquisition of subsidiaries has been accounted for using the purchase method of accounting. The purchase method of accounting
involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent
liabilities assumed at the date of acquisition. Accordingly, the consolidated financial statements include the results of subsidiaries for
the period from their acquisition.
53
JCurve Solutions Limited
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 26:
SHARE-BASED PAYMENT PLANS
(i)
Shares issued under Equity Incentive Plan
Performance Rights issued during the year ended 30 June 2017
The equity incentive plan was approved by shareholders at the Annual General Meeting held on 22 November 2016. On 27 June
2017, 10,000,000 performance rights (valued at $27,500) were issued to employees under the plan. These performance rights were
revalued to $54,862 following an increase in the JCurve Solutions Limited share price during the year. On 9 October 2017, 1,500,000
performance rights (valued at $30,933) were issued to employees under the plan. Each performance right had a nil exercise price
and converted into one fully paid ordinary share in JCurve Solutions Limited upon meeting the vesting conditions. The performance
rights were to vest on 31 August 2019. If the vesting conditions were not met the performance right lapsed on 31 August 2019.
During the year ended 30 June 2019, 1,500,000 performance rights (valued at $30,933) were cancelled under the plan when the
performance condition associated with the performance rights were not met.
During the year ended 30 June 2020, the remaining 10,000,000 performance rights (valued at $27,500) were cancelled under the
plan when the performance condition associated with the performance rights were not met.
Performance Rights issued during the year ended 30 June 2020
The equity incentive plan was approved by shareholders at the Annual General Meeting held on 19 November 2019. On 7 February
2020, 10,800,000 performance rights (valued at $27,449) were issued to employees under the plan. Each performance right has a
nil exercise price and convert into one fully paid ordinary share in JCurve Solutions Limited upon meeting the vesting conditions. The
performance rights vest in three tranches as follows:
(1) Tranche one: 3,600,000 performance rights vests of 31 January 2021;
(2) Tranche two: 3,600,000 performance rights vests of 31 January 2022;
(3) Tranche three: 3,600,000 performance rights vests of 31 January 2023
If the vesting conditions are not met the performance right lapses on the vesting date.
The share-based payment expense is recognised in the Statement of Profit or Loss and Other Comprehensive Income evenly over
the vesting period.
(ii)
Share Option Plan – Acquisition of JCurve Business Software
JCurve Solutions Limited issued 35,714,284 options (valued at $1,572,144) as part consideration for the acquisition of JCurve
Solutions Pty Ltd by its subsidiary JCurve Business Software Pty Ltd.
The contractual life of each option granted is between 3 and 5 years. There are no cash settlement alternatives.
The following table illustrates the number (No.) and weighted average exercise prices of and movements in share options issued
during the year:
2020
2019
Weighted
average
exercise price
No.
Outstanding at the beginning of the year
Expired during the year
Granted during the year
Outstanding at the end of the year
Exercisable at the end of the year
-
-
-
-
-
8,928,571 of options expired during the 2019 year.
-
-
-
-
Weighted
average
exercise price
$0.000001
-
-
-
No.
8,928,571
(8,928,571)
-
-
-
54
NOTES TO THE FINANCIAL STATEMENTS (continued)
NOTE 27:
REMUNERATION OF AUDITORS
The auditor of JCurve Solutions Limited (the Group) is BDO Audit Pty Ltd.
Auditors of the Group – BDO and related network firms
Audit and review of financial statements
Group (BDO Audit Pty Ltd)
Controlled entities (related network firms)
Total audit and review of financial statements
Total services provided by BDO and related network firms
Other auditors and their related network firms
Audit and review of financial statements
Controlled entities
Total services provided by other auditors (excluding BDO)
JCurve Solutions Limited
Consolidated ($)
2020
2019
76,000
2,491
78,491
78,491
7,113
7,113
72,084
-
72,084
72,084
-
-
During the year ended 30 June 2020, local auditors in Singapore and Philippines were appointed to undertake the local subsidiary
audits.
NOTE 28:
RELATED PARTY TRANSACTIONS
(1) Subsidiaries
The consolidated financial statements include the financial statements of JCurve Solutions Limited and the subsidiaries listed in the
following table.
Country of
% Equity Interest
Name
Incorporation
2020
2019
JCurve Business Software Pty Ltd
Australia
Fleet Manager Pty Ltd
Phoneware Pty Ltd
Interfleet Pty Ltd
The Full Circle Group Pty Ltd
JCS Tech Solutions Pty Ltd
Australia
Australia
Australia
Australia
Australia
JCurve Solutions Asia Pte Ltd
Singapore
JCurve Mobile Services Pty Ltd
Australia
JCurve Solutions Philippines Inc
Philippines
Riyo Tech Solutions Pte Ltd
Singapore
Sumptuous Tech Holdings Pte Ltd
Singapore
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
-
JCurve Solutions Limited is an Australian entity and the ultimate parent of the Group. JCurve Business Software Pty Ltd, Fleet
Manager Pty Ltd, Phoneware Pty Ltd, Interfleet Pty Ltd, The Full Circle Group Pty Ltd, JCurve Mobile Services Pty Ltd and JCS
Tech Solutions Asia Pte Ltd are all incorporated in Australia. JCurve Solutions Asia Pte Ltd was incorporated on the 22nd of
December 2016 and is domiciled in Singapore. Riyo Tech Solutions Pte Ltd and Sumptuous Tech Holdings Pte Ltd were
incorporated on the 10th of February and the 5th of February 2020 and are both domiciled in Singapore.
55
NOTES TO THE FINANCIAL STATEMENTS (continued)
(2) Director and Key Management Personnel Compensation
The aggregate compensation made to directors and other key management personnel of the Group is set out below:
Consolidated ($)
2020
2019
JCurve Solutions Limited
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Total Compensation
NOTE 29:
PARENT ENTITY FINANCIAL INFORMATION
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Accumulated losses
Reserves
Total equity
Financial Performance
1,669,506
114,105
7,544
9,741
1,800,896
2020
$
4,529,898
2,412,626
6,942,524
1,968,378
14,662
1,983,040
1,606,333
135,142
38,054
15,308
1,794,837
2019
$
3,178,881
3,065,070
6,243,951
1,446,792
37,902
1,484,694
4,959,484
4,759,257
17,588,248
(14,457,693)
1,828,929
4,959,484
17,588,248
(14,648,179)
1,819,188
4,759,257
Year ended
30 June 2020
$
Year ended
30 June 2019
$
Net profit for the year
190,486
383,235
56
JCurve Solutions Limited
DIRECTORS’ DECLARATION
In the opinion of the directors:
(a)
the financial statements and notes set out on pages 23 to 56 are in accordance with the Corporations Act 2001, including:
(i)
(ii)
complying with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its performance for the financial
year ended on that date; and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and
payable.
Note 25(5) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by Section 295A
of the Corporations Act 2001.
This declaration is signed in accordance with a resolution of the Board of Directors.
Bruce Hatchman
Chairman
Dated 25 August 2020
57
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of JCurve Solutions Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of JCurve Solutions Limited(the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2020, 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 report, 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 2020 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
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.
Carrying value of Intangible assets
Key audit matter
How the matter was addressed in our audit
At 30 June 2020, the carrying value of
Our audit procedures to address the key audit matter included,
Intangible Assets was $3,129k, as disclosed
but were not limited to, the following:
in Note 12.
The assessment of the carrying value of
Intangible Assets requires management to
make significant accounting judgements and
estimates in producing the discounted cash
flow models used to determine whether the
assets are appropriately carried.
An annual impairment test for Intangible
Assets is required for indefinite life assets or
where there are indicators of impairment
under Australian Accounting Standard (AASB)
136 Impairment of Assets. Refer to Note 12
for the detailed disclosures, which include
the related accounting policies and the
critical accounting judgements and
estimates.
·
·
·
·
·
·
Analysing management’s key assumptions used in the
discounted cash flow models to determine their
reasonableness;
Challenging the appropriateness of management’s
discount rates used in the discounted cash flow models;
Challenging assumptions around timing of future cash
flows;
Checking the mathematical accuracy of the discounted
cash flow model;
Performing sensitivity analysis on key assumptions to
determine if there would be a significant change to the
carrying value of the asset;
Assessed the adequacy of the Group’s disclosures in
respect of Intangible Assets carrying values and
impairment assessment assumptions as disclosed in
Note 12 of the financial report; and
·
Consider any additional impairment indicators as per
AASB 136 Impairment of Assets and the effects of such
on management’s assumptions.
Recognition of license and implementation revenue
Key audit matter
How the matter was addressed in our audit
AASB 15 Contracts with Customers uses a
Our audit procedures to address the key audit matter
five step model to recognise revenue. A
included, but were not limited to, the following:
number of judgements and estimates are
made in order to determine the point at
which performance obligations are met and
revenue can be recognised.
Due to the nature of these key estimates
and judgements, and given the financial
significance of revenue to the users of the
financial report, revenue recognition of
license and implementation revenue has
been determined as a key audit matter.
The disclosure in connection with the
recognition of license and implementation
revenue can be found in Note 3.
(cid:127)
Performing testing, on a sample basis, of management’s
judgement in relation to application of “Go-live” dates
during the year and subsequent to year end to ensure
revenue was recorded in the correct accounting period;
(cid:127)
(cid:127)
Review the operating effectiveness of internal controls
in relation to the judgements associated with the
satisfaction of identified performance obligations;
Reviewing a sample of deferred revenue balances at
year end to ensure that revenue was appropriately
deferred in accordance with the progress of individual
projects; and
(cid:127)
Selecting a sample of projects during the year and
agreeing them to customer contracts to ensure that
revenue and deferred revenue were correctly
calculated in accordance with AASB 15 and the Group’s
revenue accounting policies.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2020, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the 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 has 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 (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.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
2020.
In our opinion, the Remuneration Report of JCurve Solutions Limited, for the year ended 30 June 2020,
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.
BDO Audit Pty Ltd
Gareth Few
Director
Sydney, 25 August 2020
SHAREHOLDER INFORMATION
(a)
Distribution of ordinary shareholder numbers
Category
Holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
68
12
45
179
164
468
JCurve Solutions Limited
Units
Units as
% of Issued
Capital
Holders as
% of Total
Holders
14.53%
2.56%
9.62%
38.25%
35.04%
6,118
33,013
390,767
8,404,777
319,022,225
0.00%
0.01%
0.12%
2.56%
97.31%
100.00%
100.00%
327,856,900
There are 154 shareholders that hold less than a marketable parcel as at 28 July 2020.
(b)
Substantial shareholders
The names of the substantial shareholders listed in the Group’s register as at 30 June 2020 and 28 July 2020 are outlined below,
based on the shareholders last lodged Substantial Shareholder notice:
30 June 2020
28 July 2020
Shareholder
Number of ordinary
shares held
% held of ordinary
share capital
Number of ordinary
shares held
% held of ordinary
share capital
Gramell Investments Pty Limited
Mark Jobling
Philip Ewart
83,124,215
51,204,301
40,128,332
25.35%
15.60%
12.24%
83,124,215
50,704,301
40,128,332
25.35%
15.47%
12.24%
(c)
Voting rights
At members’ meetings, each eligible voter (i.e. eligible member, proxy, attorney or representative of an eligible member) has one vote
on a show of hands; and one vote on a poll (except where a share has not been fully paid, that share will only confer that fraction of
one vote which has been paid, and if the total number of votes does not constitute a whole number, the fractional part of that total will
be disregarded). This is subject to the following:
• Where any calls due and payable have not been paid;
• Where there is a breach of a restriction agreement;
• Where a member and their proxy or attorney are both present at the meeting, or if more than one proxy or attorney is present;
• Where a vote on a particular resolution is prohibited by the Corporations Act 2001, Listing Rules, ASIC or order of a Court.
(d)
Company secretary
The name of the company secretary is David Franks.
(e)
Registered office
The address of the principal registered office in Australia is:
Level 8, 9 Help Street
Chatswood NSW 2067
(f)
Register of securities
The registers of securities are held at the following address:
Automic Registry Services
Level 5/126 Phillip St, Sydney NSW 2000
1300 288 664 or +61 2 9698 5414
SHAREHOLDER INFORMATION (continued)
(g)
Top 20 Registered Holders – Ordinary Shares as of 28 July 2020
Name
GRAMELL INVESTMENTS PTY LIMITED
MR MARK CHRISTOPHER JOBLING
DR PHILIP GORDON WILSON EWART &
MRS KYLIE EWART
JACANA GLEN PTY LTD
MR GREGORY PETER WILSON
P EWART INVESTMENTS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
POTENTATE INVESTMENTS PTY LTD
ROUND ETERNAL INVESTMENTS PTY LTD
SHANMAC PTY LTD
MR DAVID JAMES FRANKS & MR WALTER GEORGE FRANKS
BENGER SUPERANNUATION PTY LIMITED
MR CHARLES BYRON SMITH
BUFF HOLDINGS PTY LTD
MR STEPHEN CANNING
DR PHILIP GORDON WILSON EWART
VERSAILLES HOLDINGS PTY LTD
MS KYLIE LYNETTE NUSKE & MR MATTHEW JAMES COOK
MR ANDREW JOHN PETTINELLA
BNP PARIBAS NOMINEES PTY LTD
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
JCurve Solutions Limited
Number of
Ordinary Shares
% of Ordinary
Shares Held
83,124,215
48,399,564
31,006,381
10,000,000
9,000,000
7,848,470
6,767,180
6,330,943
6,000,000
4,516000
4,206,174
3,874,263
3,785,600
3,500,000
3,233,418
3,195,579
3,000,000
2,500,000
2,360,000
2,347,011
25.35%
14.76%
9.46%
3.05%
2.75%
2.39%
2.06%
1.93%
1.83%
1.38%
1.28%
1.18%
1.15%
1.07%
0.99%
0.97%
0.92%
0.76%
0.72%
0.72%
TOTAL HELD BY TOP 20 HOLDERS
TOTAL HELD BY REMAINING SHAREHOLDERS
244,994,798
82,862,102
74.72%
25.28%
(h)
Stock exchange listing– ordinary shares (as of 30 June 2020)
Quotation has been granted for all the ordinary shares of the Company on the Australian Securities Exchange.
(i)
Restricted securities
As at 30 June 2020 and 28 July 2020 there are no restricted security classes recorded in the Company’s share register.
(j)
Unquoted securities
The unquoted securities of the Company as at 28 July 2020 are:
10,800,000 Performance Rights are outlined below:
Number of Performance Rights
Exercise Price
Expiry Date
Number of Holders
3,600,000
3,600,000
3,600,000
$Nil
$Nil
$Nil
31 January 2021
31 January 2022
31 January 2023
6
6
6
(k) Listing Rule 3.13.1 and 14.3
Further to Listing Rule 3.13.1 and Listing Rule 14.3, the Annual General Meeting of JCurve Solutions is scheduled for 23 November
2020.