Foresight Group Holdings
Annual Report 2020

Plain-text annual report

l y n o e s u l a n o s r e p r o F Annual Report 2020 l y n o e s u l a n o s r e p r o F Cover image: Manuel Meurisse CONTENTS CEO Update Corporate Directory Directors’ Report Auditors’ Independence Report Financial Statements Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors’ declaration Independent Auditors’ Report Shareholder information 3 5 7 18 19 20 21 22 23 24 52 53 59 l y n o e s u l a n o s r e p r o F ANNUAL REPORT 2020 1 21% Revenue increase Network increase of over 50% l y n o e s u l a n o s r e p r o F 2 Field Solutions Holdings Limited and Controlled Entities Photo: Heiko Otto Field Solutions Holdings Limited ABN 92 111 460 121 30 June 2020 l y n o CEO Update Dear Shareholders, e s u l a n o s r e p I am pleased to report to you on our FY 19/20 results. It has been an extraordinary year, with drought and bushfires to deal with, and the continually changing and ongoing impact of the global COVID-19 epidemic. Despite these impacts and uncertainty we have been able to navigate the year and grow the business. Importantly, FSG is proud to be able to provide ongoing support to the businesses, agribusiness and residents of rural, regional and remote Australia through these difficult times. In late 2019, FSG was successfully awarded a series of contracts to build telecommunication networks across 5 Southern Queensland Local Government areas. On completion of the builds FSG telecommunication assets will service a coverage footprint of approximately 81,000 km2, also being the largest non-NBN fixed wireless network in Australia. FSG was awarded construction funding under the Federal Government’s Mobile Black Spot Program Round 5. This is a significant milestone for FSG and its network growth. It is the first time that a non-Tier 1 Telecommunications Carrier has been included in the program. In securing this funding, FSG has formed a strategic partnership with Optus allowing both organisations to work together to build telecommunications infrastructure in rural, regional and remote Australia. r o F COVID-19 continues to impact projects and timing of revenue across FY 19/20 to FY 20/21. Local and Global impacts to supply chains and the working of government has seen FSG’s large construction projects delayed by 4 months. The management team has put in place a range of operational measures to control cost and protect staff in line with Government guidelines and continue to work with our customers to find mutual solutions during these difficult times. During the course of FY 19/20, FSG successfully integrated its latest acquisitions of Ordnance Networks and IP Transit businesses into our national network and productised the offerings into FSG. Both acquisitions have delivered FSG customers across enterprise and government market segments. Strategically, FSG is now well placed to target larger and more complex opportunities in both these segments. I would like to thank our Directors, for their continued support over another 12 months of managed growth. Our FY 19/20 financials reflect both the disrupted economic times and the integration of our acquisitions and improved operational efficiencies and growth. We have seen organic growth across the business in both revenue (21%) and EBITDA (300%). FY 19/20 delivered our 3rd year of significant positive cashflow of $2.230m. This highlights the strength of our underlying regionally focused Retail Service Provider businesses (JustISP and ANT Communications) as we continue our financial investment in building our networks across Australia. FSG invested some $1.867K cash into infrastructure this year which will continue to bring in incremental high margin revenues on our own network for many years to come. Operational Overview Operationally, FY 19/20 has been a steady year of organic subscriber growth. Our NSW and QLD construction teams have been well utilised in growing our networks and we experienced a surge in connection activity based on many people working from home and families home schooling during the second half of the year as a result of COVID-19. Our carrier team has completed a number of critical upgrades of our backhaul networks across NSW and QLD. These upgrades delivered cost and operational efficiencies, FSG network capacity has been increased by over 50%. During FY 19/20 FSG’s relationship with NBNco resulted in FSG successfully completing onboarding for NBNco’s Enterprise Ethernet™ and Business Satellite Services™. Each of these products delivers new revenue streams for FSG and provides the ability to expand reach and quality of services whilst concurrently reducing operational overheads and costs. FY 19/20 has seen FSG provide services to the Queensland, Northern Territory and New South Wales Governments. These contact wins and opportunities are based on the strength and location of FSG’s rural networks and is proof our medium to long term strategy to construct new networks is on point and allowing FSG to attract revenues from multiple sources. ANNUAL REPORT 2020 3 Field Solutions Holdings Limited ABN 92 111 460 121 30 June 2020 CEO Update continued I look forward to sharing an exciting FY20/21 with you all, and delivering true broadband to the business, agribusiness and residents of rural, regional and remote Australia. Everyone at FSG is fully engaged with the growth potential and development opportunities ahead for the company, and importantly, the support we are providing as an essential service for rural, regional and remote Australia. We hope you will continue to be part of our journey. Finally, I would like to thank our Board, shareholders, staff and business partners of FSG, for without your significant contribution and support we would not be where we are today. Stay healthy, stay safe and stay connected. Andrew Roberts Group Managing Director and CEO Outlook I have stated this every year, and again this year, FSG would not have chosen the listed path if there was not something special and challenging about our business model. The world has been extremely impacted by COVID-19, and our focus remains on serving rural, regional and remote Australia during this time. We are determined to continue to support these communities with exceptional products and services in FY 20/21. Supported by the Queensland Government, FSG have a tremendous amount of network to build across southern Queensland during FY 20/21. Whilst exciting, we are still navigating COVID-19 delays, however we expect all builds to be well underway, with a number completed and operational by the end of FY20/21. These new networks are significant for FSG and will cement our position as the leading telecommunications carrier for regional, rural and remote Australia. Commencing in FY 20/21, and partnering with the Australian Federal Government and Optus, will be our mobile blackspot infrastructure construction in the Narromine and Warren Shires in NSW. New networks deliver FSG exciting new revenue and service opportunities. FY 20/21 will see us grow our regional revenues and attract futher Government and Enterprise revenues utilising our regional telecommunications assets. l y n o e s u l a n o s r e p r o F 4 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings Limited ABN 92 111 460 121 30 June 2020 l y n o Corporate Directory e s u l a n o s r e p r o F GENERAL INFORMATION The financial statements cover Field Solutions Holdings Limited as a Consolidated Group consisting of Field Solutions Holdings Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Field Solutions Holdings Limited’s functional and presentation currency. Field Solutions Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: Registered office c/- KPMG 33 George Street Launceston TAS 7250 Australia Principal place of business Suite 38 23 Narabang Way Belrose NSW 2085 Australia A description of the nature of the Group’s operations and its principal activities are included in the Directors’ report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of Directors, on 31 August 2020. The Directors have the power to amend and reissue the financial statements. Directors at 30 June 2020 n Dr Kenneth Carr n Mr Andrew Roberts n Mr Mithila Ranawake n Ms Wendy Tyberek n Dr Phillip Carter Company Secretary n Mr Graham Henderson (joint) (appointed 5 December 2019) n Ms Wendy Tyberek (joint) (appointed 5 December 2019) n Mr Sinead Teague (Resigned 5 December 2019) Auditors Hall Chadwick Level 40, 2 Park Street SYDNEY NSW 2000 Tel: (02) 9263 2600 Stock exchange listing Field Solutions Holdings Limited shares are listed on the Australian Securities Exchange (ASX code: FSG). Automic – share registry Level 5, 126 Phillip Street SYDNEY NSW 2000 Tel: +61 2 9698 5414 Website - www.fieldsolutions-group.com Corporate governance statement The directors and management are committed to conducting the business of Field Solutions Holdings Limited in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and has substantially complied with the ASX Corporate Governance Principles and Recommendations (Third Edition) (‘Recommendations’) to the extent appropriate to the size and nature of the Group’s operations. The Corporate Governance Statement, which sets out the corporate governance practices that were in operation during the financial year and identifies and explains any recommendations that have not been followed, which is approved at the same time as the Annual Report can be found at: www.fieldsolutions-group.com/governance-documents/ ANNUAL REPORT 2020 5 Australia’s leading rural & remote ISP l y n o e s u l a n o s r e p r o F 6 Field Solutions Holdings Limited and Controlled Entities Photo: Charles D Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020Directors’ Report continued Field Solutions Holdings Limited ABN 92 111 460 121 30 June 2020 l y n o Directors’ Report Your Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘Group’) consisting of Field Solutions Holdings Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2020. e s u l a n o s r e p r o F GENERAL INFORMATION Directors The following persons were Directors of Field Solutions Holdings during or since the beginning of the financial year up to the date of this report. Dr Kenneth Carr Mr Andrew Roberts Mr Mithila Ranawake Ms Wendy Tyberek Dr Phillip Carter Appointed 2 May 2014 13 March 2017 23 November 2010 5 October 2018 21 February 2019 Operating and Financial review Principal Activities The principal activities of the consolidated group (Group) during the financial year were to develop and deliver communications products and services. These activities in detail are: n Telecommunications services designing, building and operating telecommunications networks in rural, regional and remote Australia. n Operating its Retail Service Provider, JustISP, delivering true broadband solutions to residents, business and agribusiness in rural, regional and remote Australia. n Operating its Retail Service Provider, ANT Communications, delivering broadband solutions to residents and business customers. n Operating its VOIP retail and wholesale business, FreshTel, delivering VOIP retail and wholesale VOIP solutions. n Operating its Field Wholesale B2B business, delivering data and voice services to retail service providers, internet service providers and managed service providers. n Providing communications software development and maintenance services. Our business model and objectives Key elements and underlying objectives of our business model are: n To deliver “true broadband” being the provision of symmetric services to rural, regional and remote communities n To ‘not rely’ on the current 3G/4G and future 5G technologies for the delivery of broadband in rural, regional and remote Australia n To work in partnership with each local community to service their exact telecommunications requirements n To ensure local support services are in place in each regional community n To deliver long term, multi-use telecommunication assets in rural, regional and remote communities FSG operates as a telecommunications carrier and retail service provider, building infrastructure in partnership with each local government and local community and deploying telecommunications assets deep into rural, remote and regional Australia. These infrastructure assets service the technology needs for agribusiness, business and residents, and are sold through retail brands JustISP and ANT Communications. The Group also delivers wholesale services to selected partners, agents and resellers that focus on servicing other wireless internet service providers and systems integrators located in rural, regional and remote Australia. Today, the Group operates network in Tasmania, New South Wales, Victoria, Northern Territory and Queensland. COVID-19 Impact COVID-19 has impacted the business and timing of revenue across FY 19/20 to FY 20/21. Local and Global impacts to our supply chains and the working of government has seen FSG’s large construction projects delayed by 4 months. The management team have put in place a range of operational measures to control cost and protect staff in line with Government guidelines. ANNUAL REPORT 2020 7 l y n o e s u l a n o s r e p r o F Servicing 5 states /territories 8 Field Solutions Holdings Limited and Controlled Entities Photo: Shivam Dewan Directors’ Report continued l y n o e s u l a n o s r e p r o F Review of operations The revenue for the Group was $10,618,939 (2019: $8,787,743) representing an increase of 21%. The Group reported a positive EBITDA of $639,207 (2019: positive $158,731) and Cashflows from Operations of $2,229,636 (2019: $945,146). The increase in EBITDA (300%) and Cashflows from Operations (136%) from prior year represents expanded increased operations and improvement in operational efficiencies. During the period the Group deployed and expanded its carrier network across NSW, QLD, VIC and NT. Likely developments and expected results of operations The Group is well placed to continue its recent growth trajectory in FY 20/21 and is expected to generate an increase in revenue consistent with prior years. Our intention for FY 20/21 is to grow our regional revenues and attract further Government and Enterprise revenues utilising our regional telecommunications assets. Together with the above organic and grant assisted grow, the the Group will be evaluating accretive acquisition opportunities. Significant changes in the state of affairs There were no significant changes in the company’s state of affairs during the year ended 30 June 2020. Dividends Paid or Recommended There were no dividends paid, recommended or declared during the current or previous financial year. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. Likely developments and expected results of operations Information on likely developments in the operations of the Group and the expected results of operations have not been included in this report. Environmental regulation The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law. Meetings of Directors The number of meetings of the Company’s Board of Directors (‘the Board’) held during the year ended 30 June 2020, and the number of meetings attended by each Director were: Mr Mithila Nath Ranawake Dr Kenneth Carr Mr Andrew Roberts Ms Wendy Tyberek Dr Phillip Carter Full Board Nomination and Remuneration Committee Audit and Risk Committee Attended Eligible to attend Attended Held Attended Held 11 12 12 12 12 12 12 12 12 12 2 2 - - 1 2 2 - - 1 4 - - 4 2 4 - - 4 2 Held: represents the number of meetings held during the time the Director held office. ANNUAL REPORT 2020 9 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 INFORMATION RELATING TO DIRECTORS AND COMPANY SECRETARY l y n o e s u l a n o s r e p r o F Ken Carr Chairman and Non-Executive Director (PhD Bus Adm. MBA) Dr Carr is a seasoned, non- executive director and chair, having held CEO/MD roles in 5 ASX listed companies primarily in the, telecoms, banking, payments and electronic manufacturing sectors and non-executive director roles in 3 others, including 2 as chair. He is currently a non-executive director of Wakenby limited (ASX: WAK). Dr Carr first joined the Freshtel board in February 2010. He has formerly held CEO and Board positions on several listed entities in Australia and overseas, most recently as CEO of Intec Limited Mithila Nath Ranawake Non-Executive Director (BBus, MBA, CPA, FAICD) Mr Ranawake was elected to the Freshtel board on 23 November 2010. Mr Ranawake has over 20 years of experience in the telecommunications industry in Asia Pacific, Australia, India and China, combined with a strong background in finance, mergers and acquisitions, information systems, sales, change management, strategy and business development acquired across a number of industries. In his most recent role Mr Ranawake was the chief financial officer of Konekt Limited, an ASX listed workplace health solutions provider. Prior to that he was the CFO of Consistel Group in Singapore where he was instrumental in raising funds from Intel Capital Andrew Roberts Executive Director (AICD) Mr Roberts is a business executive / entrepreneur with over 25 years’ experience in the IT industry in Australia, New Zealand, Asia Pacific, and the United Kingdom. He has extensive strategic IT and commercial experience in business aggregation, business analysis/strategy, sales, marketing, professional services, operations and general management. Mr Roberts has 10 Field Solutions Holdings Limited and Controlled Entities (ASX:ITQ), and prior was Managing Director of Rubik Financial Limited (ASX:RFL). Previously he has held senior executive positions at IBM, AT&T, and Lucent Technologies and British Telecom. His main experience is related to corporate restructuring and transformation, which has included several JVs and mergers and acquisitions in many countries. Dr Carr left the Board in February 2013 and re-joined Freshtel on 2 May 2014. The board considers Dr Ken Carr to be an independent director as Dr Carr is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement. and JAFCO Asia. Prior to joining Consistel, Mithila was the CFO of LongReach Group Limited, an ASX listed Australian telecommunications equipment manufacturer and vendor, where he was involved in raising capital and managing its merger. He has held senior management positions in Telstra Corporation, British Telecom and Marconi. Mr Ranawake also has several years of experience in gas, electric and petroleum industries. The board considers Mithila Nath Ranawake to be an independent director as Mr Ranawake is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement. direct experience in building and growing IT and cloud- based companies from start-up to sale. He has previously been a director of Comops Limited (ASX: COM) and was recently head of strategy and cloud operations at Rubik Financial Limited (ASX: RFL). Mr Roberts was also the deputy chair of the Young and Well Cooperative Research Council, a federally funded not- for-profit organisation focusing on the use of technology to assist wellbeing in young people’s lives. Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020Directors’ Report continued l y n o e s u l a n o s r e p r o F Wendy Tyberek Finance Director and Company Secretary (joint) (CA, AICD, BBus) Ms Tyberek is a chartered accountant with over 25 years experience in financial business management and related technologies in Australia and the UK. Wendy is the Finance Director and CFO and leads the finance team for FSG, responsible for the finance, Dr Phillip Carter Non-Executive Director (PhD, MAppFin, BEng, SFFIN, FAICD) Phillip is a joint managing director of Kestrel Capital Pty Ltd. He has extensive experience developing and financing technology rich industrials in Australia, Europe and the United States of America. As chairman of Prism Group Holdings (a developer of enterprise management information systems software), he led the restructure and turnaround of its global operations and subsequent sale of the business to a US compliance and reporting functions within the group. She is a hands-on CFO focussed on achieving results and has extensive experience in leading teams to develop and deliver financially successful technology-based solutions to private and public-sector enterprises. Her previous roles have included senior positions with MYOB, Comops (ASX:COM), Solution 6 and Deloitte competitor, delivering significant returns to investors. Previously, Phillip headed a leading United Kingdom technology consulting and investment advisory practice and managed the InterTechnology Fund, recognised by the European Private Equity and Valuations Capital Association (EVCA) as one of the most active development capital funds in Europe. Other current directorships: Kestrel Growth Companies Limited, Tambla Limited and Chant West Holdings Limited. Mr Graham Henderson Company Secretary (joint) (Brecon, B.A.,M.A., M.Hist. FGIA) Mr Henderson has had many years’ experience in the management of public companies, both listed and not for profit entities. He joined Freshtel Holdings as Company Secretary in September 2010, and acted as CFO until the acquisition by Field Solutions in April 2017. ANNUAL REPORT 2020 11 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020Directors’ Report continued l personnel l y n o e s u a n o s r e p r o F REMUNERATION REPORT (AUDITED) The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: n Principles used to determine the nature and amount of remuneration n Details of remuneration n Share-based compensation n Additional disclosures relating to key management Principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for key management personnel (KMP) performance is competitive and appropriate for the results delivered. The framework aligns executive reward for the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors (‘the Board’) ensures that executive reward satisfies the following key criteria for good reward governance practices: n competitiveness and reasonableness n acceptability to shareholders n performance linkage / alignment of executive compensation n transparency The Nomination and Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The remuneration policy of Field Solutions Holdings Limited has been designed to align key management personnel (KMP) objectives with shareholder and business objectives by providing a fixed remuneration component and having regard to the current incentive to achieve and earnings milestones pursuant to the acquisition of Field Solutions Group Pty Ltd and other businesses where short term incentives (STI’s) are offered. The Board has established an employee share option plan (ESOP) which was presented for review and ratification at the 2017 AGM. The Board believes that the current remuneration policy, together with the ESOP to be appropriate and effective in its ability 12 Field Solutions Holdings Limited and Controlled Entities to attract and retain high-quality KMP to run and manage the consolidated Group, as well as to provide goal congruence between directors, executives and shareholders. During the year the group granted a further 12,770,752 share options to KMP. Refer to Note 24 for further information. The Board’s policy for determining the nature and amount of remuneration for KMP of the consolidated Group is as follows: n All KMP receive a base salary (based on factors such as length of service and experience), superannuation, STI and become eligible to participate in the Company ESOP (subject to Board invitation). n Other performance incentives (such as STI’s) are generally only paid once pre-determined key performance indicators have been met. n Incentives in the form of ESOP options and shares are intended to align the interests of KMP and the Company with those of shareholders. n The remuneration committee reviews KMP packages annually by reference to the consolidated Group’s performance, executive performance and comparable information from industry sectors. The performance of KMP is measured against criteria agreed annually with each executive and is based on individual and by reference to the consolidated Group’s performance. All bonuses and incentives must be linked to predetermined performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance / results leading to long term growth in shareholder wealth. KMP receive a superannuation guarantee contribution required by the government, which is currently 9.5% of the individual’s average weekly ordinary time earnings (AWOTE). Other than the entitlements provided under the Group’s defined contribution superannuation arrangements, KMP do not receive any other retirement benefits. All remuneration paid to KMP is valued at the cost to the company and expensed. The Board’s policy is to remunerate KMP (including non-executive directors) at market rates for time, commitment and responsibilities. The board currently determines payments to KMP and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the annual general meeting. Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020Directors’ Report continued l y n o e s u l a n o s r e p r o F Options granted under the ESOP do not carry dividend or voting rights. The board is responsible for determining any conditions attaching to the options (including issue price, exercise price, vesting conditions, and conditions of exercise). Engagement of Remuneration Consultants The Board did not engage any remuneration consultants during the financial year. The Board will consider the appropriateness of appointing a remuneration consultant during FY21 to review the elements of KMP remuneration and to provide appropriate recommendations. Performance based Remuneration KPIs for management and other staff are set annually, in consultation with the Board Remuneration Committee. The measures are specifically tailored to the area each individual is involved in and has a level of control over. The KPIs target areas are those the Board believes hold greater potential for Group expansion and profit, covering financial and non-financial as well as short and long-term goals. The level set for each KPI is based on budgeted figures for the Group and, in some instances, relevant industry standards. Performance against KPIs is assessed annually, with any KPI related bonuses being awarded based on achievement of the relevant KPIs (see below for further information regarding cash bonuses). Following the assessment, the KPIs are reviewed by the Board in light of the desired and actual outcomes, and their efficiency is assessed in relation to the Group’s goals and shareholder wealth, before the KPIs are set for the following year. In determining whether or not a KPI has been achieved, Field Solutions Holdings Limited bases the assessment on audited figures and quantitative and qualitative data. Relationship between Remuneration Policy and Company Performance The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. Two methods have been applied to achieve this aim, the first being a performance based bonus based on KPIs, and the second being the establishment of an ESOP (under which KMP are eligible participants, subject to Board invitation) to encourage the alignment of personal and shareholder interests. The Board is of the opinion that the above remuneration policy will enhance company performance going forward. Performance Conditions Linked to Remuneration The Group seeks to emphasise reward incentives for results and continued commitment to the Group through the provision of cash bonus reward schemes, in particular the incorporation of incentive payments based on the achievement of Group budgets. The Group does not currently have any cash bonus rewards schemes tied to the company’s share price, preferring at this stage to align such cash bonus rewards to operational performance. The objective of the reward schemes is to both reinforce the short and long-term goals of the Group and provide a common interest between management and shareholders. The satisfaction of the KPIs is based on a review of the audited financial statements of the Group. ANNUAL REPORT 2020 13 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020Directors’ Report continued l y n o e s u l a n o s r e p Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the Group for the 2020 year are set out in the following tables. Short-term benefits Cash salary and fees $ 55,000 48,000 48,000 295,000 165,000 18,000 - 39,350 213,757 882,107 Long-term benefits Share-based payments Performance based Cash bonus $ Non- monetary $ Super- annuation $ Long service leave $ Equity- settled $ % remuneration $ Total $ - - - - - - - - - - - - - - - - - - - - 5,225 4,560 4,560 20,531 - - - - 19,017 53,893 - - - - - - - - - - 33,263 33,263 - 31,461 33,263 - - - - - - - - - - - 93,488 85,823 52,560 346,992 198,263 18,000 - 39,350 6,725 137,975 - 239,499 - 1,073,975 Non-Executive Directors: Dr Kenneth Carr Mr Mithila Nath Ranawake Dr Philip Carter Executive Directors: Mr Andrew Roberts Ms Wendy Tyberek Secretary: Ms Sinead Teague(a) Ms Wendy Tyberek Mr Graham Henderson(c) Other KMP Mr Philippe Benoliel(b) (a) Resigned 5 December 2019. Ms Teague is engaged through the Automic Group to provide company secretarial services to the Company and does not form part of management. (b) Appointed Chief Operating Officer on 7 August 2019. (c) Appointed Joint Company Secretary 5 December 2019. Details of the remuneration of key management personnel of the Group for the 2019 year are set out in the following tables. r o F Non-Executive Directors: Dr Kenneth Carr Mr Mithila Nath Ranawake Dr Philip Carter(b) Executive Directors: Mr Andrew Roberts Ms Wendy Tyberek Secretary: Ms Sinead Teague(a) Mr Graham Henderson Short-term benefits Cash salary and fees $ 55,000 48,000 18,530 295,000 165,000 27,000 20,000 628,530 Long-term benefits Share-based payments Performance based Cash bonus $ Non- monetary $ Super- annuation $ Long service leave $ Equity- settled $ % remuneration $ Total $ - - - - - - - - - - - - - - - - 5,225 4,560 - 20,531 - - - 30,316 - - - - - - - - 33,263 33,263 - - 33,263 - - 99,789 - - - - - - - - 93,488 85,823 18,530 315,531 198,263 27,000 20,000 758,635 (a) Ms Teague is engaged through the Automic Group to provide company secretarial services to the Company and does not form part of management. (b) Appointed Director on 21 February 2019. 14 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020Directors’ Report continued l y n o e s u l a n o s r e p Share-based compensation Issue of shares Options Performance Rights Shareholding Ordinary shares Dr Kenneth Carr Mr Mithila Nath Ranawake Mr Andrew Roberts Ms Wendy Tyberek Dr Phillip Carter Mr Philippe Benoliel Mr Graham Henderson Option holding Shares issued to Directors and other key management personnel as part of compensation during the year ended 30 June 2020 are disclosed above. There were 12,770,752 options over ordinary shares issued KMP as part of compensation for the period ended 30 June 2020. There were 39,000,000 performance rights issued to KMP as part of compensation for the period ended 30 June 2020. These performance rights have been issued in accordance with the terms of the performance rights plan. Additional disclosures relating to key management personnel The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below: Balance at the start of the year Received as part of remuneration Additions Disposals/ other 3,000,000 2,066,667 192,063,635 189,000,809 - - 600,000 386,731,111 - - - - - - - - - - 19,924,771 20,104,771 62,500,000 1,917,203 400,000 104,846,745 Balance at the end of the year 3,000,000 2,066,667 211,988,406 209,105,580 62,500,000 1,917,203 1,000,000 497,577,856 - - - - - - - - There were 33,777,752 options over ordinary shares in the Company held during the financial year by each Director and other key management personnel of the Group, including their personally related parties r o F Grant date 13 December 2018 13 December 2018 13 December 2018 30 March 2020 30 March 2020 30 March 2020 Expiry date 13 December 2021 13 December 2021 13 December 2021 30 June 2021 30 June 2022 30 June 2023 Exercise price $0.03 $0.045 $0.06 $0.03 $0.045 $0.06 Number under option 9,000,000 6,000,000 6,000,000 4,256,917 4,256,917 4,256,918 33,770,752 ANNUAL REPORT 2020 15 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020Directors’ Report continued There were 39,000,000 performance rights over ordinary shares in the Company held during the financial year by each Director and other key management personnel of the Group, including their personally related parties Balance at the start of the year Received as part of remuneration Conversion to shares Disposals/ other Balance at the end of the year - - 39,000,000 39,000,000 - - - - 39,000,000 39,000,000 Other Transactions with KMP and/or their Related Parties During the year Convergent Technology Holdings Pty Ltd (Andrew Roberts and Wendy Tyberek) converted 390,405 convertible notes into 19,520,250 ordinary shares and Kestrel Growth Companies Ltd (Phillip Carter) converted 1,250,000 convertible notes into 62,500,000 ordinary shares. These shares are included in the Shareholding table above. This concludes the remuneration report, which has been audited. Shares under option There were 2,433,290 unissued ordinary shares of Field Solutions Holdings Limited based on options outstanding at the date of this report. Options holders do not have any rights to participate in any issues of shares or other interests in the company or any other entity. Details of the options granted, apart from those held by Directors and KMP, are set out below. For details of options issued to directors and executives as remuneration, refer to the Remuneration report. Expiry date Exercise price 30 Sept 2020 $0.125 Number under option 2,433,290 2,433,290 Shares issued on the exercise of options There were no shares of Field Solutions Holdings Limited issued as a result of the exercise of options during the year ended 30 June 2020 and up to the date of this report. Performance rights There were 9,000,000 unissued performance rights over ordinary shares of Field Solutions Holdings Limited based on options outstanding at the date of this report. Options holders do not have any rights to participate in any issues of shares or other interests in the company or any other entity. Details of the options granted, apart from those held by Directors and KMP, are set out below. For details of options issued to directors and executives as remuneration, refer to the Remuneration report. Performance rights Performance rights Mr Andrew Roberts l y n o e s u l a n o s r e p r o F Grant date 1 April 2017 Grant date 1 July 2018 Number under option 9,000,000 9,000,000 Indemnity and insurance of officers The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. 16 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020Directors’ Report continued l y n o e s u Indemnity and insurance of auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. Officers of the Company who are former partners of Hall Chadwick There are no officers of the Company who are former partners of Hall Chadwick. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors’ report. Auditor Hall Chadwick continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. l Non-audit services There were no non-audit services provided during the financial year by the auditor. a n o s r e p r o F On behalf of the Directors Ken Carr Director Mithila Ranawake Director 28 August 2020 Australia ANNUAL REPORT 2020 17 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020Directors’ Report continued Auditors’ Independence Report FIELD SOLUTIONS HOLDINGS LIMITED ABN 92 111 460 121 AND ITS CONTROLLED ENTITIES AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF FIELD SOLUTIONS HOLDINGS LIMITED In accordance with Section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Field Solutions Holdings Limited. As the lead audit partner for the audit of the financial report of Field Solutions Holdings Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been no contraventions of: the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. l y n o e s u (i) (ii) l a n o s r e p Hall Chadwick (NSW) Level 40, 2 Park Street Sydney NSW 2000 Sandeep Kumar Partner Dated: 31 August 2020 r o F A Member of PrimeGlobal An Association of Independent Accounting Firms 18 Field Solutions Holdings Limited and Controlled Entities SYDNEY · PENRITH · MELBOURNE · ADELAIDE · PERTH · DARWIN · BRISBANE Liability limited by a scheme approved under Professional Standards Legislation www.hallchadwick.com.au Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Field Solutions Holdings Limited ABN 92 111 460 121 l y n o Financial Statements for the year ended 30 June 2020 e s u l a n o s r e p r o F Photo: Lynda Hinton ANNUAL REPORT 2020 19 Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2020 l y n o Revenue e s u l a n o s r e p Expenses Employee benefit expense Depreciation and amortisation Communication and ISP Costs Other Direct Costs Occupancy cost Share Based Payments Loss on conversion of convertible notes to equity Administration Profit/(loss) before income tax expense (Income tax expense)/benefit Profit/(loss) after income tax expense for the year attributable to the Owners of Field Solutions Holdings Limited Other comprehensive income for the year, net of tax Total comprehensive income/(loss) for the year attributable to the Owners of Field Solutions Holdings Limited Consolidated Group Note 2020 $ 2019 $ 4 10,618,939 8,787,743 (2,217,928) (1,717,956) (5,024,563) (759,624) (114,135) (137,975) (390,405) (1,426,816) (2,215,224) (1,195,583) (4,659,657) (321,805) (361,308) (84,184) - (1,041,257) (1,170,463) (1,091,275) 25 6 5 952,504 557,212 (217,959) (534,063) - - (217,959) (534,063) Cents Cents 30 30 (0.05) (0.04) (0.12) (0.11) Basic earnings per share Diluted earnings per share r o F The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 20 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 121 Consolidated statement of financial position For the year ended 30 June 2020 l y n o Assets e s u l a n o s r e p r o F Current assets Cash and cash equivalents Trade and other receivables Income tax Total current assets Non-current assets Property, plant and equipment Right of Use Asset Intangibles Deferred tax Asset Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Lease Liabilities Short-term borrowings Employee benefits Total current liabilities Non-current liabilities Deferred tax Lease Liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained profits Total equity Consolidated Group Note 2020 $ 2019 $ 7 8 5 9 15 10 5 12 15 13 14 5 15 432,726 1,205,901 1,022,250 2,660,877 5,397,914 652,038 1,708,725 393,313 8,151,990 367,218 1,140,000 484,048 1,991,266 4,722,216 - 1,673,563 205,741 6,601,520 10,812,867 8,592,786 1,948,997 1,125,006 177,931 236,910 202,089 2,565,927 - 1,558,084 225,137 2,908,227 179,553 506,441 685,994 10,602 - 10,602 3,251,921 2,918,829 7,560,946 5,673,957 16 17 18 8,358,058 318,007 (1,115,119) 6,318,776 252,341 (897,160) 7,560,946 5,673,957 The above consolidated statement of financial position should be read in conjunction with the accompanying notes ANNUAL REPORT 2020 21 Field Solutions Holdings LimitedABN 92 111 460 121 Consolidated statement of changes in equity For the year ended 30 June 2020 l y n o e s u l a n o s r e p r o F Consolidated Group Balance at 1 July 2018 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive loss for the year Issued capital from capital raise Issued capital asset acquisition Transfer of lapsed options Issued capital share based payment Share reserve – Option valuation Balance at 30 June 2019 Consolidated Group Balance at 1 July 2019 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive loss for the year Issued capital from capital raise Issued capital asset acquisition Issued Capital shares from escrow Issued capital share based payment Issue of performance rights share Share reserve – Option valuation and performance rights Balance at 30 June 2020 Issued capital $ Reserves $ Retained profits $ Total equity $ 6,318,776 182,553 (393,097) 6,108,232 - - - - - - - - - - - (534,063) - (534,063) - (534,063) (534,063) - - (30,000) - 99,788 - - 30,000 - - - - - - 99,788 6,318,776 252,341 (897,160) 5,673,957 Issued capital $ Reserves $ Retained profits $ Total equity $ 6,318,776 252,341 (897,160) 5,673,957 - - - - 333,056 1,640,405 65,821 - - - - - - - (65,821) 131,487 (217,959) - (217,959) - (217,959) (217,959) - - - - - - 333,056 - 1,640,405 - 131,487 8,358,058 318,007 (1,115,119) 7,560,946 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 22 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 121 Consolidated statement of cash flows For the year ended 30 June 2020 l y n o e s u l a n o s r e p Cash flows from operating activities Receipts from customers Payment to suppliers and employees Interest paid Refund / (payment) of income tax Net cash from operating activities Cash flows from investing activities Payment for purchase of business, net of cash acquired Payments for property, plant and equipment Payments for intangibles Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Costs of raising capital Payment of leases Proceeds from short-term borrowings Repayment of short-term borrowings Net cash from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year Consolidated Group Note 2020 $ 2019 $ 10,619,034 (8,693,365) (91,714) 395,681 8,963,231 (8,576,226) (58,857) 616,999 28 2,229,636 945,146 11 9 10 15 (52,847) (1,309,738) (544,894) - (2,378,016) (228,422) (1,907,479) (2,606,438) - - - 1,742,139 (184,055) (171,610) 250,000 (335,039) (256,649) 1,558,084 65,508 367,218 (103,207) 470,425 7 432,726 367,218 r o F The above consolidated statement of cash flows should be read in conjunction with the accompanying notes ANNUAL REPORT 2020 23 Field Solutions Holdings LimitedABN 92 111 460 121 Notes to the consolidated financial statements For the year ended 30 June 2020 l y n o NOTE 1. SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. e s u Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’). l a n o s r e p r o F Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property, plant and equipment and derivative financial instruments. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in Note 23. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Field Solutions Holdings Limited (‘Company’ or ‘parent entity’) as at 30 June 2020 and the results of all subsidiaries for the year then ended. Field Solutions Holdings Limited and its subsidiaries together are referred to in these financial statements as the ‘Group’. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated 24 Field Solutions Holdings Limited and Controlled Entities from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Revenue Communication Services Customers usually pay in advance for communication services on a monthly basis, typically at the commencement of the month. Customers typically pay for hardware and other equipment at the time of sale. Revenue from the sale of handsets and other equipment is recognised when control of the handset and other equipment has transferred to the customer. The transactions price is determined at the rates stipulated in the contract with the customer. Telecommunication Infrastructure The Group has been engaged by a number of councils to assist with building infrastructure across a number of shires. Contracts typically involve a number of separate performance obligations and the transaction price is allocated across these performance obligations. The performance obligations are typically aligned with the respective milestones. Where amounts are received in advance of fulfilment of those respective performance obligations the Group recognises a contract liability. A contract asset is recognised where the performance obligations have been satisfied but not yet billed due to a milestone payment. The Group considers cost-to- cost method an appropriate measure of progress for the Field Solutions Holdings LimitedABN 92 111 460 121 Notes to the consolidated financial statements continued l y n o Interest e s u completion of the performance obligation. The cost-to- cost method is based on the proportion of the contract costs incurred for the work performed to date relative to the estimated total contract costs. Once an invoice is issued, the corresponding contract asset is reclassified to trade receivables. No significant financing components have been identified in the contracts with the councils as the period between meeting of the performance obligation and milestone payments. Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. l a n o s r e p Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Income tax The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: r o F n When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or n When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Tax Consolidation The company and its wholly-owned Australian resident entities have formed a tax consolidated Group and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated Group is Field Solutions Holdings Limited. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated Group are recognised in the separate financial statements of the members of the tax- consolidated Group using the “separate taxpayer within group” approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated Group are recognised by the Company (as head entity in the tax-consolidated Group). Due to the existence of a tax funding arrangement between the entities in the tax consolidated Group, amounts are recognised as payable to or receivable by the Company and each member of the Group in relation to the tax contribution amounts paid or payable between the Parent Entity and the other members of the tax consolidated Group in accordance with the arrangement. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the Group’s normal operating ANNUAL REPORT 2020 25 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued l y n o e s u l a n o s r e p cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non- current. Deferred tax assets and liabilities are always classified as non-current. Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Property, Plant and equipment Fixtures and fittings Motor Vehicles 3-25 years 3-10 years 3-5 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter. r o F An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits. Employee costs and consulting costs associated with consulting and installing certain specialised assets during the year ended 30 June 2020 are appropriately capitalised. Intangible assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite 26 Field Solutions Holdings Limited and Controlled Entities life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Employee costs and consulting costs associated with consulting and installing certain specialised assets during the year ended 30 June 2020 are appropriately capitalised Customer contracts Customer contracts acquired in a business combination or asset acquisition contract are amortised on a straight- line basis over the period of their expected benefit, being their finite life of 2-5 years. Intellectual Property IP acquired in a business combination or asset acquisition contract is amortised on a straight-line basis over the period of their expected benefit, being their finite life of 2-5 years. Impairment of non-financial assets Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short- term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Employee benefits Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued l y n o e s u l a n o s r e p r o F Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Business combinations The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree’s identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions in existence at the acquisition-date. Where the business combination is achieved in stages, the Group re-measures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss. Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not re-measured and its subsequent settlement is accounted for within equity. The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non- controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer’s previously held equity interest in the acquirer. Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition- date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the Owners of Field Solutions Holdings Limited, excluding any costs of servicing equity ANNUAL REPORT 2020 27 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued l y n o e s u l a n o s r e p r o F other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Goods and Services Tax (‘GST’) and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Financial Instruments Initial recognition and measurement Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing component or if the practical expedient was applied as specified in AASB 15.63. 28 Field Solutions Holdings Limited and Controlled Entities Classification and subsequent measurement Financial liabilities Financial instruments are subsequently measured at: n amortised cost; or n fair value through profit or loss. A financial liability is measured at fair value through profit and loss if the financial liability is: n a contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies; n held for trading; or n initially designated as at fair value through profit or loss. All other financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense in profit or loss over the relevant period. The effective interest rate is the internal rate of return of the financial asset or liability. That is, it is the rate that exactly discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at initial recognition. A financial liability is held for trading if: n it is incurred for the purpose of repurchasing or repaying in the near term; n part of a portfolio where there is an actual pattern of short-term profit taking; or n a derivative financial instrument (except for a derivative that is in a financial guarantee contract or a derivative that is in a effective hedging relationships). n Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship are recognised in profit or loss. n The change in fair value of the financial liability attributable to changes in the issuer’s credit risk is taken to other comprehensive income and are not subsequently reclassified to profit or loss. Instead, they are transferred to retained earnings upon derecognition of the financial liability. If taking the change in credit risk in other comprehensive income enlarges or creates an accounting mismatch, then these gains or losses should be taken to profit or loss rather than other comprehensive income. A financial liability cannot be reclassified. Financial assets Financial assets are subsequently measured at: n amortised cost; n fair value through profit or loss. Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued l y n o e s u a n o s r e p r o F Measurement is on the basis of two primary criteria: n the contractual cash flow characteristics of the financial asset; and n the business model for managing the financial assets. A financial asset that meets the following conditions is subsequently measured at amortised cost: n the financial asset is managed solely to collect contractual cash flows; and n the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates. By default, all other financial assets that do not meet the measurement conditions of amortised cost are subsequently measured at fair value through profit or loss. l The Group initially designates a financial instrument as measured at fair value through profit or loss if: n it eliminates or significantly reduces a measurement or recognition inconsistency (often referred to as “accounting mismatch”) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases; n it is in accordance with the documented risk management or investment strategy, and information about the groupings was documented appropriately, so that the performance of the financial liability that was part of a group of financial liabilities or financial assets can be managed and evaluated consistently on a fair value basis; n it is a hybrid contract that contains an embedded derivative that significantly modifies the cash flows otherwise required by the contract. The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option on initial classification and is irrevocable until the financial asset is derecognised. Derecognition Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position. Derecognition of financial liabilities A liability is derecognised when it is extinguished (i.e. when the obligation in the contract is discharged, cancelled or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. Derecognition of financial assets A financial asset is derecognised when the holder’s contractual rights to its cash flows expires, or the asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred. All of the following criteria need to be satisfied for derecognition of financial asset: n the right to receive cash flows from the asset has expired or been transferred; n all risk and rewards of ownership of the asset have been substantially transferred; and n the Group no longer controls the asset (i.e. the Group has no practical ability to make a unilateral decision to sell the asset to a third party). On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss. On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings. Compound instruments (convertible notes) issued by the Group are classified as either financial liabilities or equity in accordance with the substance of the arrangements. An option that is convertible and that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Group’s own equity instruments will be classified as equity. The fair value of the liability component is estimated on date of issue. This is done by using the prevailing market interest rate of the same kind of instrument. This amount is recognised using the effective interest method as a liability at amortised cost until conversion or the end of life of the instrument. The equity portion is calculated by deducting the liability amount from the fair value of the instrument as a whole. The equity portion is not remeasured after initial recognition. Equity will remain as such until the option is exercised. When the option is exercised a corresponding ANNUAL REPORT 2020 29 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued l y n o e s u l a n o s r e p r o F amount will be transferred to share capital. If the option lapses without the option being exercised the balance in equity will be recognised in profit or loss. Costs of the transaction of the issue of convertible instruments are proportionally allocated to the equity and liability. Transaction costs in regards to the liability are included in the carrying amount of the liability and are amortised over its life using the effective interest method. Transaction cost in equity is directly recognised in equity. Impairment The Group recognises a loss allowance for expected credit losses on: n financial assets that are measured at amortised cost. Loss allowance is not recognised for: n financial assets measured at fair value through profit or loss; or Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument. A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, all discounted at the original effective interest rate of the financial instrument. The Group uses the simplified approaches to impairment, as applicable under AASB 9: Financial Instruments. Simplified approach The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires the recognition of lifetime expected credit loss at all times. This approach is applicable to: n trade receivables or contract assets that result from transactions within the scope of AASB 15: Revenue from Contracts with Customers and which do not contain a significant financing component; and n lease receivables. In measuring the expected credit loss, a provision matrix for trade receivables was used taking into consideration various data to get to an expected credit loss (i.e. diversity of customer base, appropriate groupings of historical loss experience, etc). Recognition of expected credit losses in financial statements At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the statement of profit or loss and other comprehensive income. The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset. 30 Field Solutions Holdings Limited and Controlled Entities Going Concern The financial statements of the Consolidated Group have been prepared on the going concern basis. As at 30 June 2020 the Group had working capital of $94,950 (2019 negative $897,160) and reported a loss after tax of $217,959 (2019: loss after tax of $534,063). The Consolidated Group expects that net cash inflows from operating activities will be sufficient to cover the costs of operating. Contracted construction activity has increased the business profitability and future projects will be funded by a combination of debt and capital raise where required being based on specific defined project requirements. The directors are of the opinion that it is reasonable to believe that the Group will be able to pay its debts as and when they fall due and therefore the going concern basis is appropriate. COVID-19 Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the group based on known information. This consideration extends to the nature of the services offered, customers, supply chain, staffing and geographic regions in which the Group operates. Leases (the Group as lessee) The Group as lessee At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use asset and a corresponding lease liability is recognised by the Group where the Group is a lessee. However all contracts that are classified as short-term leases (lease with remaining lease term of 12 months or less) and leases of low value assets are recognised as an operating expense on a straight-line basis over the term of the lease. Initially the lease liability is measured at the present value of the lease payments still to be paid at commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate. Lease payments included in the measurement of the lease liability are as follows: n fixed lease payments less any lease incentives; n variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; n the amount expected to be payable by the lessee under residual value guarantees n the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; n lease payments under extension options if lessee is reasonably certain to exercise the options; and Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued l y n o e s u l a n o s r e p r o F n payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The right-of-use assets comprise the initial measurement of the corresponding lease liability as mentioned above, any lease payments made at or before the commencement date as well as any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the lease term or useful life of the underlying asset whichever is the shortest. Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset. New Accounting Policies Leases The Group has adopted AASB 16 Leases retrospectively with the cumulative effect of initially applying AASB 16 recognised at 1 July 2019. In accordance with AASB 16, the comparatives for the 2019 reporting period have not been restated. The Group has recognised a lease liability and right-of-use asset for all leases (with the exception for short term and low value leases) recognised as operating leases under AASB 117 Leases where the Group is the lessee. There has been no significant change from prior year treatment for leases where the Group is a lessor. The lease liabilities are measured at the present value of the remaining lease payments. The Group’s incremental borrowing rate as at 1 July 2019 was used to discount the lease payments. The right of use assets for leased equipment was measured at its carrying amount as if AASB 16: Leases had been applied since the commencement date, but discounted using the Group’s weighted average incremental borrowing rate on 1 July 2019. The right of use assets for the remaining leases were measured and recognised in the statement of financial position as at 1 July 2019 by taking into consideration the lease liability, prepaid- and accrued lease payments previously recognised as at 1 July 2019 (that are related to the lease). The following practical expedients have been used by the Group in applying AASB 16 for the first time n for a portfolio of leases that have reasonably similar characteristics, a single discount rate has been applied. n leases that have remaining lease term of less than 12 months as at 1 July 2019 have been accounted for in the same was as short-term leases n The use of hindsight to determine lease terms on contracts that have options to extend or terminate n applying AASB 16 to leases previously identified as leases under AASB 117: Leases and Interpretation 4: Determining whether an arrangement contains a lease without reassessing whether they are, or contain, a lease at the date of initial application n not applying AASB 16 to leases previously not identified as containing a lease under AASB 117 and Interpretation 4. NOTE 2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Share-based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share- based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Fair value measurement hierarchy The Group is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted ANNUAL REPORT 2020 31 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued l y n o e s u l a n o s r e p r o F prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective. The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs. Estimation of useful lives of assets The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. Impairment of non-financial assets other than goodwill and other indefinite life intangible assets The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value- in-use calculations, which incorporate a number of key estimates and assumptions. Income tax The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. 32 Field Solutions Holdings Limited and Controlled Entities Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Employee benefits provision As discussed in note 1, the liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account. Lease make good provision A provision has been made for the present value of anticipated costs for future restoration of leased premises. The provision includes future cost estimates associated with closure of the premises. The calculation of this provision requires assumptions such as application of closure dates and cost estimates. The provision recognised for each site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for sites are recognised in the statement of financial position by adjusting the asset and the provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit or loss. Warranty provision In determining the level of provision required for warranties the Group has made judgements in respect of the expected performance of the products, the number of customers who will actually claim under the warranty and how often, and the costs of fulfilling the conditions of the warranty. The provision is based on estimates made from historical warranty data associated with similar products and services. Business combinations As discussed in note 1, business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Group taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported. Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued NOTE 3. OPERATING SEGMENTS The Group has identified its operating segments based on internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Group operates only in one business segment and has a single group of similar services and products, being supply of communication and cloud services and products. The operating segment information is the same information as provided throughout the financial statements and therefore not duplicated. NOTE 4. REVENUE The Group has recognised the following amounts relating to revenue in the statement of profit or loss. The Group has one operating segment, telecommunication and infrastructure services. Continued operations Telecommunication services Telecommunication infrastructure Other revenue Other revenue Consolidated Group 2020 $ 2019 $ 9,360,119 1,258,820 7,892,805 894,938 10,618,939 8,787,743 - 5 Revenue from telecommunication services is recognised over time. Infrastructure revenue is recognised at a point in time as the performance obligations are satisfied. l y n o e s u l a n o s r e p r o F ANNUAL REPORT 2020 33 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued NOTE 5. INCOME TAX EXPENSE/(BENEFIT) Income tax expense/(benefit) Current tax Deferred tax Adjustments Income tax expense Numerical reconciliation of income tax benefit and tax at the statutory rate Profit/(loss) before income tax expense l Tax at the statutory tax rate of 27.5% Income tax expense/(benefit) Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Share based payment not deductible Impact of change in tax rate Other non-deductible expenses Benefit of R&D offset R&D non-deductible expenses Tax losses Understatement for prior year and benefit of timing differences not previously recognised l y n o e s u a n o s r e p r o F Income tax expense/(benefit) Deferred tax asset Comprising: Transaction cost of equity issue Superannuation accrued not deductible Annual leave provision Provision for doubtful debts Lease liabilities Total Provision for income tax Deferred tax liability Right of use assets Property, plant and equipment tax cost base resetting Difference between tax cost base and book value of assets Total 34 Field Solutions Holdings Limited and Controlled Entities Consolidated Group 2020 $ 2019 $ (478,500) (44,341) (429,663) (952,504) (543,750) (13,462) - (557,212) (1,170,463) (1,091,275) (321,878) (300,101) (321,878) (300,101) 37,944 12,332 146,185 (478,500) 302,500 (221,424) (429,663) 27,442 - 102,357 (543,750) 343,570 (186,730) - (952,504) (557,212) 393,313 205,741 39,112 17,360 52,543 106,361 177,937 393,313 76,036 17,237 61,913 47,555 - 205,741 (1,022,250) (484,048) 179,553 10,602 169,530 2,261 7,763 - 2,391 8,211 179,553 10,602 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued Consolidated Group 2020 $ 2019 $ 38,838 52,876 91,714 - 58,857 58,857 390,405 - Consolidated Group 2020 $ 2019 $ 432,726 367,218 NOTE 6. PROFIT FOR THE YEAR Interest – AASB16 Leases Interest – third parties Total Interest Expense l y n o e s u l a n o s r e p r o F Cash at bank Loss on conversion of convertible Notes to equity* *The loss recognised on convertible notes is the difference between the fair value of the consideration given on derecognition of convertible notes. NOTE 7. CURRENT ASSETS - CASH AND CASH EQUIVALENTS NOTE 8. CURRENT ASSETS - TRADE AND OTHER RECEIVABLES The following table shows the movement in lifetime expected credit loss that has been recognised for trade and other receivables in accordance with the simplified approach set out in AASB 9: Financial Instruments. 2020 Gross carrying amount Expected credit loss allowance Net carrying amount 2019 Gross carrying amount Expected credit loss allowance Net carrying amount Current $ Past Due Total $ < 30 31 – 60 61-90 > 90 448,315 150,946 51,290 42,491 921,940 1,614,982 - - - - (409,081) 448,315 150,946 51,290 42,491 512,859 (409,081) 1,205,901 596,672 86,740 19,450 6,728 603,340 1,312,930 - - - - (172,930) (172,930) 596,672 86,740 19,450 6,728 403,410 1,140,000 Key judgements – Expected Credit Losses Included in trade receivables > 90 days, approximately 95% relates to business customers that are considered recoverable. A provision of $409,081 has been taken up after an extensive assessment of the expected losses of all debtors. While there is some uncertainty with timing of collection of the above trade receivables, directors are of the view that the provision for impairment is adequately measured and recognised in accordance with AASB 9 and this will be reassessed on an ongoing basis and at each reporting period. Credit Risk The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties other than those receivables specifically provided for and mentioned within Note 7. The class of assets described as “trade and other receivables” is considered to be the main source of credit risk related to the Group. ANNUAL REPORT 2020 35 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year: Notes to the consolidated financial statements continued NOTE 9. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT Consolidated Group 2019 $ 2018 $ 7,007,258 5,638,571 (1,700,628) (1,050,290) 5,306,630 4,588,281 363,029 343,642 (312,923) (273,159) 50,106 70,483 113,304 (72,126) 41,178 113,304 (49,852) 63,452 5,397,914 4,722,216 Plant and equipment Fixtures and Fittings Motor Vehicles Total 2,810,533 2,285,229 - - (507,482) 4,588,281 110,388 39,483 - - (79,388) 70,483 34,476 53,304 - - (24,328) 63,452 2,955,398 2,378,016 - - (611,198) 4,722,216 1,290,351 19,387 78,336 - (650,338) 5,306,630 - - - - - 1,309,738 78,336 - (39,764) 50,106 (22,274) (712,376) 41,178 5,397,914 Plant and equipment - at cost Less: Accumulated depreciation Fixtures and fittings - at cost Less: Accumulated depreciation Motor vehicles - at cost Less: Accumulated depreciation l Movements in Carrying Amounts l y n o e s u a n o s r e p Additions through business combinations Consolidated Group: Balance at 1 July 2018 Additions Disposals Depreciation expense Balance at 30 June 2019 Additions Disposals Additions through business combinations Depreciation expense Balance at 30 June 2020 r o F 36 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Consolidated Group 2020 $ 2019 $ 1,791,903 1,547,365 1,911,466 1,374,899 3,703,369 2,922,264 (1,994,644) (1,248,701) - - (1,994,644) (1,248,701) 1,708,725 1,673,563 Computer software and IP Total 891,618 228,422 - - (165,855) 954,185 554,202 91,434 - 2,029,527 228,422 - - (584,386) 1,673,563 554,202 291,903 (6,969) Customer Contracts and costs 1,137,909 - - - (418,531) 719,378 - 200,469 (6,969) (329,759) (474,215) (803,974) 583,119 1,125,606 1,708,725 Notes to the consolidated financial statements continued NOTE 10. NON-CURRENT ASSETS - INTANGIBLES Acquisitions through asset purchase Computer software and IP Less: Accumulated amortisation Less: Impairment losses Additions through business combinations Consolidated Group: Balance at 1 July 2018 Additions Disposals Amortisation expense Balance at 30 June 2019 Additions Disposals Amortisation expense Balance at 30 June 2020 Additions through business combinations l y n o e s u l a n o s r e p r o F Intangible assets include those acquired during the year from Ordnance Networks Pty Ltd and IP Transit Pty Ltd including customer contracts and IP, in-house software developed including the wholesale portal and telco billing system together with associated costs. Included in Computer Software and IP - Product development costs Expenditure on research activities is recognised as an expense in the income statement in the period in which it is incurred. Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the income statement in the period as incurred. An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following are demonstrated: n the technical feasibility of completing the intangible assets so that it will be available for use or sale n the intention to complete the intangible asset to use or sell it n the ability to use or sell the intangible asset n how the intangible asset will generate probable future economic benefits n the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and n the ability to measure reliably the expenditure attributable to the intangible asset dueing its development. The expenditure capitalised includes the cost of direct labour and materials that are directly attributable to preparing the asset for its intended use. Product development assets are stated at cost less accumulated amortisation and impairment and are amortised on a straight-line basis over their useful lives, which is up to a maximum of 5 years. ANNUAL REPORT 2020 37 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued NOTE 11. BUSINESS COMBINATIONS On 1 October 2019, the Group entered into a binding heads of agreement to acquire the assets of Ordnance Networks Pty Ltd with effect from 1 July 2019. Ordnance Networks’ Network-as-a-Services platform simplifies the provisioning and management of large networks and will power the core FSG national rural network to deliver new operational efficiencies and cost savings. The consideration for Ordnance Networks is comprised of: initial consideration of $200,000 paid as cash $53,317 and shares (7,048,486 shares Based on VWAP of $0.020810569, issued 28/2/2020 and escrowed for 12 months) and deferred consideration of $200,000, subject to new revenue delivered for the year ending 30 June 2020 and minimum contribution margins; and performance consideration of 20% of cumulative earnings contribution from Ordnance Networks for 4 years ending 30 June 2023 On 1 October 2019, the Group entered into a binding heads of agreement to acquire the net assets of IP Transit Pty Ltd with effect from 1 July 2019. IP Transit is a pioneer in wholesale on-demand internet connectivity for carriers and content providers. The combination will allow FSG to will offer the IP Transit products, through its Field Wholesale division as a cost-effective and flexible, national IP Transit service, which will be extended to include international points of presence in early 2020. Initial adjusted consideration of $186,383 has been paid in and shares (8,956,170 at Based on VWAP of $0.020810569 issued 28/2/2020 and escrowed for 12 months ). Performance-based consideration based on new revenue delivered for the year ending 30 June 2020, subject to minimum contribution margins will be assessed ongoing. The acquisition comprised NTA $46,383 and customer contracts and IP of $140,000. l y n o e s u l a n o s r e p r o F Purchase Consideration: - Cash - Shares Less: Property, Plant and Equipment Intangible Assets Purchase Consideration: - Shares Less: Cash Trade and Other Receivables Property, Plant and Equipment Intangible Assets Trade and Other Payables Fair Value $ 53,317 146,683 200,000 48,097 151,903 200,000 Fair Value $ 186,383 186,383 52,667 65,996 30,239 140,000 (102,518) 186,383 38 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued NOTE 12. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES Trade Payables Other payables NOTE 13. SHORT-TERM BORROWINGS Unsecured liabilities: Borrowings from related parties (a) Other short-term borrowings (b) Convertible note from related party (c) l y n o e s u l a n o s r e p Employee benefits Refer to Note 1 for the Group’s policy on employee benefits. r o F (a) These borrowings were provided by a director via way of a controlled entity. Interest is payable at the benchmark interest rate. There is no fixed repayment date on these borrowings. (b) The final repayment on this facility is due to be repaid in full 28 July 2022. Interest is payable at 1% per fortnight. (c) The convertible note was converted to ordinary shares at the extraordinary general meeting held on 30 April 2020. NOTE 14. CURRENT LIABILITIES - EMPLOYEE BENEFITS Consolidated Group 2020 $ 2019 $ 1,108,980 840,017 1,948,997 807,696 317,310 1,125,006 Consolidated Group 2020 $ 2019 $ 34,961 201,949 - 236,910 120,000 188,084 1,250,000 1,558,084 Consolidated Group 2020 $ 2019 $ 202,089 225,137 ANNUAL REPORT 2020 39 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued (i) AASB 16 related amounts recognised in the balance sheet l y n o e s u l a n o s r e p r o F NOTE 15. LEASES Right of use assets Leased buildings: Opening balance Additions to right-of-use assets Depreciation expense for the year Net carrying amount Leased equipment:* Opening balance Additions to right-of-use assets Disposals of right-of-use assets Depreciation expense for the year Net carrying amount Total right-of-use assets Lease liabilities Leased buildings: Opening balance Additions to lease liabilities Net Principal reductions for the year Net carrying amount Leased equipment: Opening balance Additions to lease liabilities Principal repayments for the year Net carrying amount Total lease liabilities Current liabilities* Non-current liabilities *FY2019 leased equipment is included in Property, plant and equipment *Current lease commitments reflect the lease commitments, net of future interest charges, due within 12 months. 40 Field Solutions Holdings Limited and Controlled Entities 30 June 2020 $ 612,218 - (135,807) 476,410 241,427 - - (65,800) 175,627 652,038 612,217 - (124,411) 487,806 241,427 - (44,859) 196,566 684,372 177,931 506,441 684,372 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued NOTE 16. EQUITY - ISSUED CAPITAL l y n o Consolidated Group 2020 Shares 2019 Shares 2020 $ 2019 $ Ordinary shares - fully paid 530,677,983 429,775,725 8,358,058 6,318,776 e s u l a n o s r e p r o F Movements in ordinary share capital Ordinary shares - fully paid, opening balance Convertible Notes issued* Issue of performance shares from shares previously quoted Acquisition of business, shares escrowed Ordinary shares - fully paid, closing balance *Refer to Note 6 for further information Ordinary shares Consolidated Group Issue Date 2020 shares 2020 $ 31/5/2020 10/12/2019 28/02/2020 429,775,725 82,020,250 2,400,000 16,004,656 530,677,983 6,318,776 1,640,405 65,821 333,056 8,358,058 Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Share buy-back There is no current on-market share buy-back. Capital risk management The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current Company’s share price at the time of the investment. The Group is actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies. The capital risk management policy remains unchanged from the 2019 Annual Report. ANNUAL REPORT 2020 41 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued Consolidated Group 2020 $ 2019 $ 318,007 252,341 318,007 252,341 Consolidated Group 2020 $ 2019 $ (897,160) (217,959) - (393,097) (534,063) 30,000 (1,115,119) (897,160) NOTE 19. EQUITY - DIVIDENDS There were no dividends paid, recommended or declared during the current or previous financial year. NOTE 17. EQUITY - RESERVES Share based payments reserve Total reserves NOTE 18. EQUITY - RETAINED PROFITS Retained profits at the beginning of the financial year Profit/(loss) after income tax expense for the year Transfer of lapsed options Retained profits at the end of the financial year l y n o e s u l a n o s r e p r o F 42 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued NOTE 20. FINANCIAL INSTRUMENTS Financial risk management objectives The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments such as forward foreign exchange contracts to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk. Risk management is carried out by senior finance executives (‘finance’) under policies approved by the Board of Directors (‘the Board’). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group’s operating units. Finance reports to the Board on a monthly basis. The totals for each category of financial instruments, measured in accordance with AASB 9 are as follows: Consolidated Group 2020 $ 2019 $ 432,726 1,205,901 1,638,627 367,218 1,140,000 1,507,218 1,948,997 236,910 684,373 2,906,280 1,125,006 1,558,084 - 2,683,090 l y n o e s u l a n o s r e p r o F Financial assets Cash and cash equivalents Trade receivables Total financial Assets Financial liabilities Trade and other payables Short-term borrowings Lease liabilities Total financial liabilities Market risk Foreign currency risk Price risk Interest rate risk Sensitivity analysis The Group is not exposed to any significant foreign currency risk. The Group is not exposed to any significant price risk. The sensitivity analysis reflects how net assets attributable to holders of redeemable shares would have been affected by changes in the relevant risk variable that were reasonably possible at the reporting date. Management has determined that there a fluctuation in interest rates is unlikely as current short-term lending is at fixed interest rate. Therefore, the Group is not exposed to any significant interest risk. Credit risk The Group is not exposed to any significant credit risk. Liquidity risk ANNUAL REPORT 2020 43 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued l y n o e s u l a n o s r e p The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Fair value of financial instruments Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. Financial Asset & Liability Maturity Analysis Consolidated Group 2020 $ 2019 $ 2020 $ 2019 $ 2020 $ 2019 $ 2020 $ 2019 $ Within 1 Year 1 to 5 Years Over 5 Years Total Financial liabilities due for payment Trade and other payables Short-term borrowings Lease Liabilities Total expected outflows Financial assets – cash flows realisable Cash and cash equivalents Trade and other receivables Total anticipated inflows Net (outflow)/ inflow on financial instruments 1,984,997 1,125,006 236,910 1,558,084 - - 177,932 - 506,441 2,399,839 2,683,090 506,441 432,726 367,218 1,205,901 1,140,000 1,638,627 1,507,218 - - - (761,212) (1,175,872) (506,441) - - - - - - - - - - - - - - - - - - - - - - - 1,984,997 1,125,006 236,910 1,558,084 684,373 - 2,906,280 2,683,090 432,726 367,218 1,205,901 1,140,000 1,638,627 1,507,218 - (1,267,653) (1,175,872) r o F 44 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued l y n o e s u l a n o s r e p r o F NOTE 21. KEY MANAGEMENT PERSONNEL DISCLOSURES Directors The following persons were Directors of Field Solutions Holdings Limited during the financial year: n Dr Kenneth Carr n Mr Andrew Jake Roberts n Mr Mithila Nath Ranawake n Ms Wendy Tyberek n Dr Phillip Carter Other key management personnel The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, during the financial year: n Mr Graham Henderson (joint Company Secretary) n Mr Philippe Benoliel (COO) Compensation Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2020 The totals of remuneration paid to KMP of the company and the Group during the year are as follows: Consolidated Group 2020 $ 2019 $ 882,107 53,893 137,975 1,073,975 610,000 30,316 99,789 740,105 Short-term employee benefits Post-employment benefits Share-based payments Total KMP compensation Short-term employee benefits Post-employment benefits Other long-term benefits Share-based payments These amounts include fees and benefits paid to the non-executive Chair and non-executive directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP. These amounts are the current-year’s estimated costs of providing for the Group’s defined benefits scheme post- retirement, superannuation contributions made during the year and post-employment life insurance benefits. These amounts represent long service leave benefits accruing during the year, long-term disability benefits and deferred bonus payments. These amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured by the fair value of the options, rights and shares granted on grant date. This amount includes 39,000,000 performance rights which have been granted as part of remuneration. Refer to the remuneration report for further information. ANNUAL REPORT 2020 45 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued Notes to the consolidated financial statements continued NOTE 22. RELATED PARTY TRANSACTIONS Field Solutions Holdings Limited is the parent entity. Parent entity Subsidiaries Interests in subsidiaries are set out in note 26. Key management personnel Disclosures relating to key management personnel are set out in note 18 and the remuneration report included in the Directors’ report. Transactions with related parties The Group’s related parties are only with key management. Unless otherwise stated, none of the transactions incorporate special terms and no guarantees were given or received. Outstanding balances are usually settled in cash. l Amounts payable to related parties Short-term borrowings:* Loans from other key management personnel related entities: Beginning of the year Loans received Repayments Conversion to equity** End of the year *Refer to Note 11 for details of the loans. **Refer to Note 6 for further information 2020 2019 1,370,000 250,000 (335,039) (1,250,000) 34,961 - 120,000 - - 120,000 l y n o e s u a n o s r e p r o F 46 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued NOTE 23. PARENT ENTITY INFORMATION Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Profit/(loss) after income tax Total comprehensive income Statement of financial position l y n o e s u l a n o s r e p r o F Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Capital raising cost Share issue reserve Retained profits Total equity Contingent liabilities Capital commitments Parent 2020 $ 2019 $ 266,466 (774,898) 266,466 (774,898) Parent 2020 $ 2019 $ 937,349 885,969 2,407,159 2,486,745 981,282 924,925 981,282 924,925 1,455,954 - 139,470 701,207 1,122,886 (41,992) 122,252 480,346 2,296,631 1,683,492 The parent entity had no contingent liabilities as at 30 June 2020. The parent entity had no capital commitments as at 30 June 2020. Significant accounting policies The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1, except for the following: n Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. n Investments in associates are accounted for at cost, less any impairment, in the parent entity. n Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment. ANNUAL REPORT 2020 47 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 l y n o e s u l a n o s r e p r o F Notes to the consolidated financial statements continued Notes to the consolidated financial statements continued NOTE 24. OPTIONS A summary of the movements of all Group options issues is as follows: Options outstanding as at 30 June 2019 Granted during the year – Tranche 1 Granted during the year – Tranche 2 Granted during the year – Tranche 3 Exercised during the year Lapsed during the year Options outstanding as at 30 June 2020 Options exercisable as at 30 June 2020 Number Weighted Average Exercise Price 33,433,290 4,256,918 4,256,917 4,256,917 - (10,000,000) 36,204,042 $0.04500 $0.0600 $0.04500 $0.0300 - - $0.05000 36,204,042 - Number 11,400,000 39,000,000 (2,400,000) 48,000,000 No options were exercised during the year ended 30 June 2020. The weighted average remaining life of options outstanding at year-end was 1.82 years. The weighted average fair value of options granted during the year was $6,725. These values were calculated using the Black Scholes valuation method option pricing model applying the following inputs: Weighted average exercise price: Weighted average life of the option: Expected share price volatility: Risk-free interest rate: $0.045 3 years 80% 2.00% Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future movements. The life of the options is based on the historical exercise patterns, which may not eventuate in the future. A summary of the movements of all Group performance rights is as follows: Performance rights outstanding as at 30June 2019 Granted during the year - 15 May 2020 Converted to shares on 9 December 2019 Outstanding rights at 30 June 2020 NOTE 25. SHARE BASED PAYMENT On 30 March 2020 the 12,770,752 ordinary share options have been issued to the KMP and amortised over the vesting period of the options. On 30 April 2020 there were 39,000,000 granted to KMP. Share based payment Total 48 Field Solutions Holdings Limited and Controlled Entities Fair Value $ 137,975 137,975 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 l y n o Name e s u l a n o s r e p r o F Notes to the consolidated financial statements continued NOTE 26. INTERESTS IN SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1: FSG Assets Pty Ltd (previously Freshtel Australia Pty Ltd) Freshtel Pty Ltd FSG Infrastructure Pty Ltd (previously Voicedot Networks Pty Ltd) FSG Construction Pty Ltd (previously Virbiage Pty Ltd) Field Audit Pty Ltd Field Solutions Group Pty Ltd FSG RSP Pty Ltd Field Solutions Technology Services Pty Ltd FSG MSP Pty Ltd (previously IP Transit Pty Ltd) NOTE 27. EVENTS AFTER THE REPORTING PERIOD Ownership interest Principal place of business / Country of incorporation Australia Australia Australia Australia Australia Australia Australia Australia Australia 2020 % 100% 100% 100% 100% 100% 100% 100% 100% 100% 2019 % 100% 100% 100% 100% 100% 100% 100% 100% N/A No matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. NOTE 28. RECONCILIATION OF PROFIT/(LOSS) AFTER INCOME TAX TO NET CASH FROM OPERATING ACTIVITIES Profit/(loss) after income tax expense for the year Adjustments for: Depreciation and amortisation Increase/(decrease) in trade and other receivables Share based payment Loss on conversion of convertible notes Increase in trade and other payables Tax payable/(receivable) Increase/ (decrease) in annual leave provision Net cash from operating activities Consolidated Group 2020 $ 2019 $ (217,959) (534,063) 1,717,956 131,898 137,975 390,405 649,231 (556,823) (23,047) 1,195,583 206,807 99,788 - (140,485) 59,787 57,731 2,229,636 945,146 Non-Cash Financing Activities: During the year the Group converted 1,640,405 convertible notes to share capital. A loss on conversion amounting to $390,405 was recognised. NOTE 29. CONTINGENT LIABILITIES There are no contingent liabilities as at 30 June 2020 and 30 June 2019. ANNUAL REPORT 2020 49 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 l y n o a n o s r e p r o F Notes to the consolidated financial statements continued Notes to the consolidated financial statements continued Notes to the consolidated financial statements continued NOTE 30. EARNINGS PER SHARE Profit/(loss) after income tax attributable to the Owners of Field Solutions Holdings Limited e s u Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share l NOTE 31. COMMITMENTS Non-cancellable operating leases commitments not capitalised in the financial statements: Not later than one year Later than one year but not later than five years Later than five years Total *The 2020 information is presented in accordance with AASB16: Leases. Refer to Note 15 for further information. The group had no other commitments at 30 June 2020. NOTE 32. REMUNERATION OF AUDITORS During the financial year the following fees were paid or payable for services provided by Hall Chadwick NSW Pty Ltd, the auditor of the Company: Auditing or review of the financial statements Taxation services Total 50 Field Solutions Holdings Limited and Controlled Entities Consolidated Group 2020 $ 2019 $ (217,959) (534,063) Number Number 443,960,195 495,752,422 425,691,745 425,691,745 Cents Cents (0.050) (0.040) (0.120) (0.110) Consolidated Group 2020 $ N/A* N/A* N/A* N/A* 2019 $ 95,548 287,733 - 383,281 Consolidated Group 2020 $ 2019 $ 64,000 10,973 74,973 60,000 4,360 64,360 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes to the consolidated financial statements continued NOTE 33. COMPANY DETAILS The registered office and principal place of business of the Company are: The amounts stated in the financial statements are equivalent to their fair values. Registered office KPMG Level 2, 33 George Street LAUNCESTON TAS 7250 AUSTRALIA Principal place of business Suite 38 23 Narabang Way BELROSE NSW 2085 AUSTRALIA NOTE 34. FAIR VALUE l y n o e s u l a n o s r e p r o F ANNUAL REPORT 2020 51 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Directors’ declaration In the Directors’ opinion: n the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; n the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements; n the attached financial statements and notes give 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 n there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the Directors l y n o e s u l a n o s r e p Dr Kenneth Carr Director and Chairman Mr Mithila Nath Ranawake Director 31 August 2020 Australia r o F 52 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 FIELD SOLUTIONS HOLDINGS LIMITED AND CONTROLLED ENTITIES ABN 92 111 460 121 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FIELD SOLUTIONS HOLDINGS LIMITED Opinion We have audited the financial report of Field Solutions Holdings Limited and controlled entities (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 consolidated financial statements, including a summary of significant accounting policies and the directors’ declaration. In our opinion, the accompanying financial report of Field Solutions Holdings Limited and controlled entities is in accordance with the Corporations Act 2001, including: a. 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 then ended; and complying with Australian Accounting Standards and the Corporations Regulations 2001. those Standards are Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our the Auditor’s responsibilities under further described Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110: Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. in We confirm that the independence declaration required by the Corporations Act 2001 has been given to the directors of the Company. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the year ended 30 June 2020. 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. l y n o e s u b. l a n o s r e p r o F l y n o e s u l a n o s r e p r o F Key Audit Matter Revenue Recognition (Note 1 and Note 4) The group has 2 main categories of revenue streams: Communication telecommunication infrastructure. services and typically at Customers usually pay in advance for communications services on a monthly basis, the commencement of the month. Customers typically pay for hardware and other equipment at the time of sale. Revenue from the sale of handsets and other equipment is recognised when control of the hardware and other the customer. The equipment has transactions price the rate stipulated in the contract with the customer. to is determined with as transferred In addition, the group has engaged by a number of councils to assist with building infrastructure across a number of shires. Contracts typically involve a number of separate performance obligations and the transaction price is allocated across these performance obligations. How Our Audit Addressed the Key Audit Matter Our procedures included, amongst others: We obtained an understanding of the key controls in the revenue recognition cycle. We sample tested revenue transactions throughout the year to ensure that revenue was measured and recognised in accordance with AASB 15: Revenue from Contracts with Customers. We assessed the appropriateness of the disclosures in the financial statements in relation to the revenue. The group recognised total communication services revenue telecommunication infrastructure revenue of $1,258,820 for the year ended 30 June 2020. $9,360,119 and of We focused on this area as a key audit matter given the significance of the balance and that there is a risk that revenue may not be recognised in accordance with the revenue recognition principles as set out in AASB 15: Revenue from Contracts with Customers. Property, Plant and Equipment (Note 9) The group has $5,397,914 of property, plant and equipment at 30 June 2020. Our procedures included amongst others: Included in the additions, the company capitalised consulting costs associated with constructing and installing certain specialised assets during the year ended 30 June 2020. We focussed on this matter as a key audit matter as property, plant and equipment is the most significant asset of the group and critical to the operations of the group. We assessed the policies in place for capitalising costs associated with constructing and installing specialised assets. costs tested supporting We documentation and payroll records on a sample basis. capitalised to We assessed the appropriateness of whether the costs capitalised were eligible to be recognised as assets in accordance with the accounting standard AASB16: Property, Plant and Equipment. We assessed the appropriateness of the disclosures in the financial statements in relation to property, plant and equipment. 54 Field Solutions Holdings Limited and Controlled Entities Key Audit Matter Intangible Assets (Note 10) The group has $1,708,725 of intangible assets at 30 June 2020 which is mainly comprised of costs associated with development and enhancement of its proprietary technology. Included in the additions, the company capitalised wages cost associated with developing proprietary technology during the year ended 30 June 2020. We focussed on this matter as a key audit matter as intangibles is a significant asset of the group and critical to the operations of the group. l y n o e s u l a n o s r e p r o F How Our Audit Addressed the Key Audit Matter Our procedures included amongst others: We assessed the policies in place for capitalising costs associated with development and enhancement of its proprietary technology. costs tested We supporting documentation and payroll records on a sample basis. capitalised to We assessed the appropriateness of whether the costs capitalised were eligible to be recognised as assets in accordance with the accounting standards AASB 138: Intangible Assets. We assessed the appropriateness of the disclosures in the financial statements in relation to the intangible assets. ANNUAL REPORT 2020 55 l y n o e s u l a n o s r e p r o F Information Other than the Financial Report and Auditor’s Report Thereon The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2020 but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit` conducted in accordance with 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. As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. 56 Field Solutions Holdings Limited and Controlled Entities - Conclude on the appropriateness of the director’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion We communicate with the directors regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control th at we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were most significant to the audit of the financial report of the current period and are therefore key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matters should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. l y n o e s u l a n o s r e p r o F ANNUAL REPORT 2020 57 Report on the Remuneration Report We have audited the remuneration report included in pages 12 to 16 of the directors’ report for the year ended 30 June 2020. In our opinion, the remuneration report of Field Solutions Holdings Limited, for the year ended 30 June 2020, complies with s 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 s 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. Hall Chadwick (NSW) Level 40, 2 Park Street Sydney NSW 2000 Sandeep Kumar Partner Dated: 31 August 2020 l y n o e s u l a n o s r e p r o F 58 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings Limited ABN 92 111 460 121 Shareholder information l y n o The shareholder information set out below was applicable as at 30 June 2020. Equity security holders Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: e s u l CONVERGENT TECHNOLOGY HOLDINGS PTY LTD KESTREL GROWTH COMPANIES LTD HOLDREY PTY LTD ELLENKAY PTY LTD GBBM PTY LIMITED SMC CAPITAL PTY LTD MR RICHARD VICTOR GAZAL RATT SUPERANNUATION PTY LTD EXTREME OUTDOOR PTY LTD ACTION SUPERANNUATION PTY LTD MR RYAN ANTHONY SPILLANE MR BRUCE MILTON WEISE & MRS BARBARA KATHLEEN WEISE CITYSTYLE HOLDINGS PTY LTD LIBERTY INVESTING PTY LTD SOOTHJET PTY LIMITED L & H MCGUIRE SUPER PTY LTD MARTIN JAMES INVESTMENTS PTY LIMITED GECKO TECHNOLOGIES PTY LTD BASHA NOMINEES PTY LTD DTD CAPITAL PTY LTD JEC CAPITAL PTY LTD SUPER COOPER FUND PTY LTD MR MARK ANTHONY BETAR & MRS LYNETTE LEE BETAR a n o s r e p Unquoted equity securities There are no unquoted equity securities. Substantial holders Substantial holders in the Company are set out below: r o F Ordinary shares Number held 205,984,536 62,500,000 16,305,136 9,622,020 9,394,334 7,900,000 5,000,000 4,520,000 4,500,000 4,400,000 4,368,691 4,000,000 3,723,162 3,709,443 3,525,666 3,350,000 3,262,575 3,260,408 3,209,016 3,000,000 3,000,000 3,000,000 % total shares issued 40.21 12.20 3.18 1.88 1.83 1.54 0.98 0.88 0.88 0.86 0.85 0.78 0.73 0.72 0.69 0.65 0.64 0.64 0.63 0.59 0.59 0.59 374,534,987 73.11 Ordinary shares Number held % total shares issued Convergent Technology 205,984,536 40.21 ANNUAL REPORT 2020 59 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2020 Notes l y n o e s u l a n o s r e p r o F 60 Field Solutions Holdings Limited and Controlled Entities l y n o e s u l a n o s r e p r o F l y n o e s u l a n o s r e p r o F Registered office c/- KPMG 33 George Street LAUNCESTON TAS 7250 AUSTRALIA Principal place of business Suite 38 23 Narabang Way BELROSE NSW 2085 AUSTRALIA www.fieldsolutions-group.com 

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