TEMPO AUSTRALIA LIMITED
ANNUAL REPORT
2021
Tempo Australia Limited
ABN 51 000 689 725
Consolidated Financial Statements
For the Year Ended 31 December 2021
Corporate Governance Statement
The Board is committed to achieving and demonstrating the highest standards of corporate governance. The Board continues to
refine and improve the governance framework and practices in place to ensure they meet the interests of shareholders. Tempo
complies with the Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate Governance Principles and
Recommendations (the Principles).
TABLE OF CONTENTS
FOR THE YEAR ENDED 31 December 2021
DIRECTORS’ REPORT ...................................................................................................................................... 1
REMUNERATION REPORT – AUDITED ........................................................................................................... 7
AUDITOR’S INDEPENDENCE DECLARATION ................................................................................................ 13
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ...................... 14
CONSOLIDATED STATEMENT OF FINANCIAL POSITION .............................................................................. 15
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................................... 16
CONSOLIDATED STATEMENT OF CASH FLOWS ........................................................................................... 17
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS .......................................................................... 18
DIRECTORS’ DECLARATION.......................................................................................................................... 47
INDEPENDENT AUDITOR’S REPORT ............................................................................................................. 48
ADDITIONAL INFORMATION REQUIRED BY ASX.......................................................................................... 52
CORPORATE DIRECTORY .............................................................................................................................. 54
DIRECTORS’ REPORT
1
DIRECTORS’ REPORT
The Directors present this report together with
the financial report of the consolidated entity
consisting of Tempo Australia Limited (Tempo)
and the entities it controls, for the financial year
ended 31 December 2021 and the auditor’s
report thereon.
DIRECTORS
The following persons were directors of Tempo
during the financial year and up to the date of
this report, unless otherwise stated:
Guido Belgiorno-Nettis
William Howard
Charles Rottier
Paul Dalgleish (Appointed on 9 February 2022)
Christopher Cook (Resigned on 9 February 2022)
David Iverach (Resigned on 4 March 2021)
PRINCIPAL ACTIVITIES
During the financial year the continuing activities
of the consolidated entity consisted of:
•
Asset management and maintenance,
•
Construction across the infrastructure,
telecommunications,
power,
renewable
energy, industrial and commercial sectors.
As evidenced by the results there has been
limited opportunity in the past year.
REVIEW OF OPERATIONS & RESULTS
The net loss after tax for this year was $4,219K,
a decrease from the profit $229K last year. Full
year revenue in FY2021 was $14,981K down
from $30,124K last year, which was result of the
continued impact of the COVID-19 pandemic.
The group had a Net Assets value of $6,111K at
the year end, with a cash balance of $3,971K.
The Business is running with minimal overhead,
with some further redundancies in January 2022.
Tempo Asset Management Services (TAMS) - the
electrical maintenance business - continues to
manage its cash flow well in difficult times due to
the continuing effect of Covid 19. TAMS is
continuing to submit several EOI’s and Tenders
which are predominately for quality Corporate
Businesses, and Government Agencies. We are
expecting
notification
of
the
successful
proponents in the first quarter which will
hopefully come to fruition despite the Covid
persistence. The TAMS business has been
difficult to grow due to Covid lockdowns
throughout FY21 and existing clients remain
conservative with regard to spending.
Tempo Construction & Maintenance (TCM)
continues working on several Tenders and Early
Contractor Involvement proposals, again we are
expecting notification of successful tenderers in
the first half of this financial year. Revenues in
the construction business have been minimal for
FY21.
Tempo Renewables development is continuing
and appears to be gathering pace particularly in
the Hydrogen Storage area. The company hopes
to be able to provide further updates on the next
stage of developments in the coming months.
Given our focus on Hydrogen storage and its
major potential the Board may reassess the fit of
other business such as maintenance or EPC that
does not include Hydrogen technology.
FUTURE DEVELOPMENTS AND EVENTS
AFTER THE REPORT PERIOD
Hydrogen
Trials
of
Hydrogen
Storage
Technology,
encompassing Solar Energy coupled with
Hydrogen Storage, are anticipated to commence
in the month of March 2022. We further
anticipate that a new wholly owned vehicle will
be registered in which to complete the
development and house new contracts and any
associated risk. This will include projects similar
to our previous Solar EPC, such as Cohuna solar
farm, which was successfully completed for
DIRECTORS’ REPORT
2
ENEL. Also, we will deliver OEM type projects as
envisioned for Hydrogen Storage Technology
and Hybrid Standalone Power supplies which
may be a combination of Solar, Wind or other
renewable generation, coupled with Storage
such as Lithium batteries and Hydrogen Storage.
The new entity, should our trials show promising
results, will have more focused resources for
Hydrogen Storage Technology development and
targeted branding of the Technology and future
Business.
General
The Board of Tempo has and will continue to
address the effects of the Corona Virus on the
business. We have implemented a program of
ongoing WHS initiatives, procedures and
protocols to maximize the safety of our staff,
customers, and members of the public.
We are in regular contact with our key clients to
see if there are any additional services, we can
deliver given that our people are already at their
sites.
The Board and Management review business
levels consistently and will continue to address
costs and reductions in working capital where
possible.
We continue to fulfill our continuous disclosure
obligation and provide updates if and when
necessary.
ENVIRONMENTAL
REGULATION
AND
PERFORMANCE
During
2021
the
Group
maintained
its
accreditations for:
1.
Quality management system to ISO
9001;
2.
Environment management system to
ISO 14001:2015; and
3.
Occupational
health
and
safety
certification to ISO AS/NZS4801:2001.
DIVIDENDS PAID, RECOMMENDED AND
DECLARED
No
dividends
were
paid,
declared,
or
recommended since the start of the financial
year.
INDEMNIFICATION AND INSURANCE OF
DIRECTORS, OFFICERS AND AUDITORS
For the year ended 31 December 2021, Tempo
continued to indemnify Directors and Officers of
Tempo against all liabilities to persons (other
than Tempo or related body corporate) which
arise out of the performance of their normal
duties as Directors or Executive Officers unless
the liability relates to conduct involving lack of
good faith.
Tempo also continues to indemnify the Directors
and Executive Officers against all costs and
expenses incurred in defending an action that
falls within the scope of the indemnity. The
Directors’ and Officers’ liability insurance
provides cover against costs and expenses
involved in defending legal actions and any
resulting payments arising from a liability to
persons (other than Tempo) incurred in their
position as a Director or Executive Officer unless
the conduct involves a wilful breach of duty or an
improper use of inside information or position to
gain advantage.
The insurance policy does not allow specific
disclosure of the nature of the liabilities insured
against or the premium paid under the policy.
PROCEEDINGS
ON
BEHALF
OF
THE
CONSOLIDATED ENTITY
No person has applied for the leave of Court to
bring proceedings on behalf of the consolidated
entity.
DIRECTORS’ REPORT
3
INFORMATION ON DIRECTORS AND COMPANY SECRETARY
The directors of Tempo during the financial year and up to the date of this report are provided below,
together with Company Secretary.
MR GUIDO BELGIORNO-NETTIS AM – NON-EXECUTIVE CHAIRPERSON
BE MBA, FIEAust
Appointment:
Appointed as Non-Executive Chairman 11 July 2019
Appointed as Executive Chairman 29 April 2019
Appointed as Non-Executive Director 22 December 2016
Experience
and
Expertise:
Guido is Managing Director of the private company, Transfield Holdings Pty Ltd, which
changed business focus in 2001 from Engineering and Construction to private equity.
Leading up to this change, Guido held a number of key positions within the Transfield
Group, including Managing Director, CEO Transfield Engineering and Construction, and
Project Development Director. In 2015 he founded Angophora Capital Pty Ltd.
Guido is Chairperson of the Australian Chamber Orchestra, and a Member of the
Australian School of Business Advisory Council. He was named a Member of the Order
of Australia in 2007 for service to the construction industry and the arts. He holds a
Bachelor of Engineering from UNSW and an MBA from AGSM and is a Fellow of
Engineers Australia.
Guido is currently a member of the Group’s Nomination and Remuneration
Committee; the HSE Committee and the Audit Committee. During his appointment as
a Non-Executive Director, but prior to his appointment as Non-Executive Chairperson,
Guido was the Chairperson of the Group’s HSE Committee and a member of the
Nominations and Remuneration Committee and the Audit Committee.
Directorships:
Current directorships in other listed companies: None
Directorships in listed companies in the last three years: None
MR WILLIAM HOWARD – EXECUTIVE DIRECTOR, CFO AND COMPANY SECRETARY
BFinAdmin
Appointment:
Appointed as Executive Director 15 August 2019
Appointed as Company Secretary 15 July 2019
Experience
and
Expertise:
William brings significant experience to these roles having recently served for three
years as the CFO of a Financial Services company in Western Sydney where he
realigned financial systems, operations and reporting. William also managed the due
diligence processes for interested parties on potential acquisitions.
Prior to this, William had performed the role of General Manager Finance to a mining
services business in the Hunter Valley, whilst managing and operating his own
labour hire company. The preceding decade saw William as Regional Operations
Manager at AJ Lucas and previous to that with Lahey Constructions Pty Ltd as General
Manager Finance.
William holds a Bachelor of Financial Administration and is a qualified Accountant.
Directorships:
Current directorships in other listed companies: None
Directorships in listed companies in the last three years: None
DIRECTORS’ REPORT
4
MR CHARLES ROTTIER – NON-EXECUTIVE DIRECTOR
BE (Hons), GAICD and FIEAust
DR PAUL DALGLEISH – MANAGING DIRECTOR
DBA, BE (Hons), FIEAust, AICD
MR CHRISTOPHER COOK – NON-EXECUTIVE DIRECTOR
BSc (Hons), MBA
Appointment:
Appointed as Non-Executive Director 18 March 2020
Experience
and
Expertise:
Charles is an experienced executive and director with significant experience in
engineering, construction and maintenance services companies.
Charles has experience working in Australia, New Zealand, Papua New Guinea,
Singapore, Thailand, Malaysia, China and the United Kingdom. Management
responsibilities include full P&L responsibility for Australian and International business
units, managing due diligence and integration of acquisitions and establishing new
business opportunities for both stand-alone businesses and significant joint ventures.
Until recently he was Chairman of LogiCamms. He is currently Chair of the Future Fuels
CRC and has previously held the roles of CEO of Austin Engineering Limited and EGM
Engineering and Construction at Transfield Services. Charles is the current Chairperson
of the Group’s HSE, Audit, Nomination and Remuneration Committee.
Charles has an Honours Degree in Engineering, a fellow of Engineers Australia and a
graduate member of AICD.
Directorships:
Current directorships in other listed companies: None
Directorships in listed companies in the last three years: Chairman of LogiCamms from
July 2019 to February 2020, Director of LogiCamms September 2017 to June 2019
Appointment:
Appointed as Managing Director 9 February 2022
Experience
and
Expertise:
Dr Dalgleish has had over 30 years of experience in Senior management of Engineering
companies and has been Chief Executive of Public listed engineering companies for 15
years. Dr Dalgleish is recognised as a turnaround specialist with strengths in strategic
positioning for growth and has operated across a range of sectors, from Infrastructure
to Resources, and throughout diverse geographies. Dr Dalgleish has developed
businesses delivering a wide variety of services from maintenance, construction and
consulting for engineering projects, to facilities management, manufacturing and
technology ventures.
Dr Dalgleish has an Honours degree in Engineering, Doctorate in Business and is a
Fellow of the Institute of Engineers and a Member of the Institute of Company
Directors.
Directorships:
Current directorships in other listed companies: None
Directorships in listed companies in the last three years: None
Appointment:
Resigned as Non-Executive Director and stay as Alternate Non-Executive Director for
Guido Belgiorno-Nettis 9 February 2022
Appointed as Non-Executive Director 19 March 2021
DIRECTORS’ REPORT
5
DR DAVID IVERACH – FORMER NON-EXECUTIVE DIRECTOR
BE (Hons), Grad Dip Fuel Technology, PhD
Resignation:
Resigned as Non-Executive Director 4 March 2021
Experience
and
Expertise:
David has over 45 years’ experience at the executive level in the public and private
sectors and has served on several boards.
David’s time at Transfield included a broad range of strategic and operational positions.
He played a leading role in the formation of several Transfield businesses and projects,
including the formation of Transfield Services as a standalone business unit and the
entry of Transfield into the renewable energy sector. Roles included Commercial
Director of Transfield Construction, CEO Energy, CEO Investments and Project Director
in the development phase of several large-scale infrastructure projects.
Prior to joining Transfield in 1990, David was Director General of Transport in the NSW
Government with oversight of rail, roads, ports, grain handling and public transport.
David was Chairperson of the Group’s Nominations and Remuneration Committee and
a member of the Audit Committee.
Directorships:
Current directorships in other listed companies: None
Directorships in listed companies in the last three years: None
MEETINGS OF DIRECTORS
The number of meetings of the Board of Directors and of each Board committee held during the financial
year and the numbers of meetings attended by each director were:
Held
Attended
Held
Attended
Guido Belgiorno-Nettis
6
6
0
0
William Howard
6
6
0
0
David Iverach¹
2
2
0
0
Charles Rottier
6
6
6
6
Christopher Cook²
6
6
0
0
2. Christopher Cook was appointed as Alternate Non-Executive Director for David Iverach and Guido Belgiorno-Nettis 26
November 2020, appointed as Non-Executive Director 19 March 2021, resigned as Non-Executive Director and stay as
Alternate Non-Executive Director for Guido Belgiorno-Nettis 9 February 2022
1. David Iverach resigned as Non-Executive Director 4 March 2021
HSE Committee
Directors’ Meetings
(Including Audit, Normination and
Remuneration Committee)
Appointed as Alternate Non-Executive Director to David Iverach and Guido Belgiorno-
Nettis 26 November 2020
Experience
and
Expertise:
Chris is currently the Chief Executive Officer for Angophora Capital and serves as an
investment advisor to Transfield Holdings. Chris has been involved in a number of
water, telecommunication and renewable projects in Australia, Europe, USA and the
Middle East. Chris served on the Advisory Board of Novatec Solar GmbH and remains
on the Operations Committee for the Sydney Harbour Tunnel and Investment
Committee for Transfield Holdings.
Directorships:
Current directorships in other listed companies: None
Directorships in listed companies in the last three years: None
DIRECTORS’ REPORT
6
DIRECTORS’ INTERESTS IN SHARES AND RIGHTS OVER SHARES
Current directors’ relevant interests in shares of Tempo or options over shares in Tempo at the date of this
report are detailed below.
Ordinary Shares
Guido Belgiorno-Nettis
83,322,371
-
William Howard
3,324,246
2,800,000
Charles Rottier
320,000
-
Paul Dalgleish
36,479,871
23,503,945
Christopher Cook
462,791
-
Rights over
ordinary shares
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the auditors’ independence declaration in relation to the audit for the financial year is provided
within this financial report on page 13.
NON-AUDIT SERVICES
Fees paid to PKF (NS) Audit & Assurance Ltd Partnership for tax and consulting services to the Group totalled
$32,750.
SHARE OPTIONS
Unissued shares
As at the date of this report, there were no unissued ordinary shares under options.
Shares issued as a result of the exercise of options
During the financial year no options were exercised.
REMUNERATION REPORT |AUDITED
7
REMUNERATION REPORT –
AUDITED
REMUNERATION POLICIES
The Board policy for determining the nature and
amount of remuneration of Directors and
Executives is agreed by the Board of Directors as
a whole. The Board structures remuneration so
that it rewards those who perform and is
strongly aligned with Tempo’s strategic direction
and the creation of value to shareholders. The
performance of Tempo depends on the quality of
its employees. To grow, Tempo must attract,
motivate, and retain skilled employees, which
includes the Directors and Executives. To this
end, Tempo utilises the principles of providing
competitive rewards to attract and retain high
calibre
executives.
In
determining
the
remuneration
levels
of
employees
and
executives, the Board takes into consideration
the performance of the Group, operation,
function, and geographic regions as well as that
of the individual. The Board obtains professional
advice where necessary to ensure that Tempo
attracts and retains talented and motivated
Directors and Employees who can enhance
Tempo’s
performance
through
their
contributions and leadership.
For Executives, Tempo provides a remuneration
package that incorporates both fixed cash-based
remuneration
and
variable
remuneration
consisting of short and long-term incentive
opportunities, that may include, performance-
based cash remuneration and share-based
remuneration. Directors received fixed fees for
their services. The contracts for service between
Tempo and Directors and Executives are on a
continuing basis, the terms of which are not
expected to change in the immediate future
aside from normal negotiations on contracts as
they approach their conclusion and the normal
annual review processes.
No remuneration consultants were engaged
during the year.
Short-Term Incentive Plan (STIP)
For second tier Key Management Personnel
(KMP), a Short-Term Incentive Plan (STIP) has
been developed which enables eligible members
to a cash bonus, based on annual performance
of Tempo against a range of metrics and at the
discretion of the Board. These targets include
performance against financial metrics such as
profitability, cash flow, overhead costs, and
order intake; leadership targets, such as
strategic positioning, investor engagement and
management team development; operational
metrics such as audit performance, system
development and reporting; Risk and HSE
targets.
Long-Term Incentive Plan (LTIP)
A Long-Term Incentive Plan (LTIP) has also been
developed which will grant eligible employees to
performance rights in Tempo. Performance
Right entitles the Holder to subscribe for one
fully paid Share upon satisfaction of the
Milestone and issue of the Conversion Notice by
the Holder. Nil rights were vested during the year
2021. There were 17.1M performance rights
cancelled and 23.5M new performance rights
granted to senior executives in 2021 due to
senior executive entered into a new Executive
Services Agreement October 2021.
Non-Executive Director Remuneration
Non-executive Directors receive fees and may
also receive a share-based remuneration. Tempo
determines
the
maximum
amount
for
remuneration, including thresholds for share-
based remuneration, for Directors by resolution.
ASX listing rules require the aggregate Non-
executive
Director’s
remuneration
be
determined periodically by a general meeting.
Voting and comments made at Tempo’s 22
May 2021 Annual General Meeting (‘AGM’)
At the last AGM held on 17 May 2021, 99.96% of
the votes received supported the adoption of the
remuneration report for the year ended 31
December 2020. Tempo did not receive any
specific feedback at the AGM regarding its
remuneration practices.
REMUNERATION REPORT |AUDITED
8
DIRECTORS’ COMPENSATION
The directors during the year ended 31 December 2021 were:
Guido Belgiorno-Nettis
Executive Chairman
-
Appointed as Non-Executive Chairman 11 July 2019
-
Appointed as Executive Chairman 29 April 19
-
Appointed as Non-Executive Director 22 December 2016
William Howard
Executive Director
-
Appointed as Executive Director 15 August 2019
-
Appointed as Chief Financial Officer and Company Secretary 15 July 2019
Charles Rottier
Non-Executive Director
-
Appointed as Non-Executive Director 18 March 2020
Christopher Cookᵅ
Non-Executive Director for David Iverach and Guido Belgiorno-Nettis
-
Appointed as Non-Executive Director 19 March 2021
-
Appointed as Alternate Non-Executive Director for David Iverach and Guido
Belgiorno-Nettis 26 November 2020
David Iverach
Former Non-Executive Director
-
Resigned as Non-Executive Director 04 March 2021
ᵅ
Christopher Cook resigned as Non-Executive Director and stay as Alternate Non-Executive Director for
Guido Belgiorno-Nettis 9 February 2022.
EXECUTIVES’ COMPENSATION
Other key management personnel during the year ended 31 December 2021 were:
Paul Dalgleishᵇ
Chief Executive Officer
-
Appointed as Chief Executive Officer 15 July 2019
John Cuffe
Executive General Manager TAMS
-
Appointed as Executive General Manager TAMS 15 April 2020
ᵇ
Paul Dalgleish appointed as Managing Director and ceased as Chief Executive Officer 9 February 2022.
REMUNERATION REPORT |AUDITED
9
DIRECTORS AND KMP REMUNERATION FOR THE YEARS ENDED 31 DECEMBER 2021 AND 31
DECEMBER 2020
Post-
employment
Termination
payments
Total
remuneration
Performance
related
Salary &
Fees
Non
monetary
benefits
Super-
annuation
Long
service
leave
Annual
leave
Share
Options
Performance
Rights
(%)
2021
64,000
-
-
-
-
-
-
-
64,000
0%
2020
47,667
-
-
-
-
-
-
-
47,667
0%
2021
410,346
-
33,704
-
27,858
-
7,699
-
479,608
2%
2020
340,000
-
26,030
-
22,813
-
7,699
-
396,542
2%
2021
10,200
-
969
-
-
-
-
-
11,169
0%
2020
38,768
-
3,683
-
-
-
-
-
42,451
0%
2021
52,000
-
-
-
-
-
-
-
52,000
0%
2020
42,215
-
-
-
-
-
-
-
42,215
0%
2021
40,852
-
-
-
-
-
-
-
40,852
0%
2020
-
-
-
-
-
-
-
-
-
2021
373,846
9,786
22,631
-
58,879
-
646,358
-
1,111,500
58%
2020
360,000
5,658
22,273
-
18,148
-
(415,769)
-
(9,691)
4290%
2021
290,000
-
22,631
25,889
-
53,250
-
391,770
14%
2020
206,346
-
16,675
15,849
-
-
-
238,870
0%
2021 1,241,244
9,786
79,936
- 112,626
-
707,307
-
2,150,898
2020 1,034,996
5,658
68,661
-
56,810
-
-408,070
-
758,054
John Cuffe ⁷
7. John Cuffe was appointed as Executive General Manager TAMS 15 April 2020
Christopher
Cook⁵
5. Christopher Cook was appointed as Alternate Non-Executive Director for David Iverach and Guido Belgiorno-Nettis 26 November 2020, appointed as Non-Executive Director
19 March 2021, resigned as Non-Executive Director and stay Alternate Non-Executive Director for Guido Belgiorno-Nettis 9 February 2022
2. William Howard was appointed as Chief Financial Officer and Company Secretory on 15 July 2019, as Executive Director on 15 August 2019
Long-term
benefits
Share-based payments
Paul Dalgleish⁶
David Iverach3
Charles Rottier⁴
Guido Belgiorno-
Nettis1
William Howard2
Short-term benefits
3. David Iverach retired as Alternate Non-Executive Director to Guido Belgiorno-Nettis 21 March 2018, was appointed Non-Executive Director 10 December 2018 and resigned
as Non-Executive Director 4 March 2021.
1. Guido Belgiorno-Nettis was appointed as Non-Executive Director 22 December 2016, Executive Chairmann on 29 April 2019 and Non-Executive Chairman 11 July 2019
TOTAL
DIRECTORS AND
4. Charles Rottier was appointed as Non-Executive Director 18 March 2020
6. Paul Dalgleish was appointed as Chief Executive Officer 15 July 2019 and was appointed as Managing Director, meanwhile ceased as Chief Executive Officer 09
February 2022.
REMUNERATION REPORT |AUDITED
10
SHAREHOLDING OF KMP
Shares held in Tempo.
Balance
1 January 2021
Balance at
appointment
as KMP
Issued on
exercise of
performance
rights
Net change
other #
Balance
31 December
2021
Guido Belgiorno-Nettis1
83,322,371
-
-
-
83,322,371
William Howard2
3,324,246
-
-
-
3,324,246
David Iverach3
6,845,216
-
-
(6,845,216)
-
Charles Rottier4
100,000
-
-
220,000
320,000
Christopher Cook⁵
462,791
-
-
-
462,791
Paul Dalgleish⁶
17,100,000
-
-
19,379,871
36,479,871
John Cuffe ⁷
-
-
750,000
-
750,000
TOTAL
111,154,624
-
750,000
12,754,655
124,659,279
5. Christopher Cook was appointed as Alternate Non-Executive Director for David Iverach and Guido Belgiorno-Nettis 26
November 2020, appointed as Non-Executive Director 19 March 2021, resigned as Non-Executive Director and stay Alternate
Non-Executive Director for Guido Belgiorno-Nettis 9 February 2022
6. Paul Dalgleish was appointed as Chief Executive Officer 15 July 2019, was appointed as Managing Director, meanwhile
ceased as Chief Executive Officer 09 February 2022.
7. John Cuffe was appointed as Executive General Manager TAMS 15 April 2020
3. David Iverach retired as Alternate Non-Executive Director to Guido Belgiorno-Nettis 21 March 2018, was appointed Non-
Executive Director 10 December 2018 and resigned as Non-Executive Director 4 March 2021.
# These movements represent on-market purchase of shares during the year by the respective KMPs.
Includes shares held directly, indirectly and beneficially by KMP.
1. Guido Belgiorno-Nettis was appointed as Non-Executive Director 22 December 2016, Executive Chairman 29 April 2019
and Non-Executive Chairman 11 July 2019
2. William Howard was appointed as Chief Financial Officer and Company Secretory 15 July 2019, as Executive Director 15
August 2019
4. Charles Rottier was appointed as Non-Executive Director 18 March 2020
RIGHTS HOLDING OF KMP
The number of rights over ordinary shares in the parent entity held during the financial year by each
Director and other members of key management personnel of the consolidated entity, including their
personally related parties is set out below.
Balance at the
start of the
year ᵅ
Granted as
remuneration
Rights
cancelled ᵇ
Rights forfeited
Vested during
the year
Balance at the
end of the year
William Howard
2,800,000
-
-
-
-
2,800,000
Paul Dalgleish
17,100,000
23,503,945 ᵇ
(17,100,000)
-
-
23,503,945
John Cuffe
-
750,000
-
-
(750,000)
-
TOTAL
19,900,000
24,253,945
(17,100,000)
-
(750,000)
26,303,945
a. The performance rights were granted at employment commencement and accordingly ongoing performance conditions were set
as this was issued as a sign on bonus. The performance rights granted are subject to continued employment over five years of service.
b. Following a reevaluation of the dilutionary impacts of the Performance Rights and a reevaluation of the performance hurdles
associated with those Performance Rights which have been awarded to the CEO, Dr Paul Dalgleish, it is proposed that the
existing Performance Rights be cancelled, and new Performance Rights issued.
REMUNERATION REPORT |AUDITED
11
PERFORMANCE RIGHTS AWARDED, VESTED AND LAPSED DURING THE YEAR
The table below discloses the number of performance rights granted, vested, or lapsed during the year.
Financial
year
granted
Number of
Rights
Granted
Grant
date
Fair value
per right
at award
date ($)
Vestin
g date
Expiry
date
No. vested
during
year
No. forfeited
during year
Value of
rights
granted
during the
year ($)
Value of
rights
vested
during the
year ($)
2021 23,503,945 29/10/21 0.057
31/12/25
-
-
1,348,501
-
Paul Dalgleish
2020
5,100,000
5/02/20 0.010
14/07/24
-
(5,100,000)
-
-
2019 12,000,000 15/07/19 0.030
14/07/24
- (12,000,000)
-
-
John Cuffe
2022
750,000 26/08/21 0.071
31/10/21
750,000
-
53,250
53,250
ADDITIONAL INFORMATION
The earnings of the consolidated entity for the five years to 31 December 2021 are summarised below:
2021
2020
2019
2018
2017
2016
$'000
$'000
$'000
$'000
$'000
$'000
Revenue and other income (excluding interest income)
15,025
30,428
53,217
41,691
18,114
81,142
EBITDA
(3,975)
776
(2,683)
(5,400)
(1,794)
6,393
EBIT
(4,219)
229
(14,645)
(6,039)
(2,397)
6,201
Profit/(Loss) after income tax
(4,219)
229
(19,964)
(5,648)
(1,047)
5,455
The factors that are considered to affect total shareholders return ('TSR')
Share price at financial year end ($)
0.085
0.061
0.049
0.145
0.240
0.230
Total dividends declared (cents per share)
-
-
-
-
-
-
Basic earning/(loss) per share (cents per share)
(1.163)
0.065
(8.020)
(2.344)
(0.435)
2.713
DIRECTOR AND KMP AGREEMENTS
Tempo currently has service agreements with its Executive and Non-executive Directors. The agreements
detailing the formal terms and conditions of the appointment, expected time commitment, procedure
regarding conflicts of interest, performance appraisal, remuneration, superannuation, and insurance
arrangements. Tempo Constitution governs the election and appointment of directors, rotation of elected
directors, casual vacancies, and eligibility for election. The terms and entitlements of Non-executive
Directors are governed by normal employment law.
The following summarises the key provisions of service agreements with executives:
Name:
Guido Belgiorno-Nettis
Title:
Non-Executive Director
Agreement commenced:
22 December 2016
Remuneration revised: 01 May 2020
Details:
$85,000 adjusted to $64,000 [Covid Adjustment] per annum inclusive of
superannuation (if applicable)
Name:
William Howard
Title:
Executive Director
Agreement commenced:
15 July 2019
Terms of agreement:
Permanent full time
Details:
Base salary of $295,000 per annum plus superannuation. Six months
termination notice by either party, STI up to 40% and performance rights
REMUNERATION REPORT |AUDITED
12
subject to the satisfaction of specified milestones and performance
criteria (both individual and company).
Name:
Charles Rottier
Title:
Non-Executive Director
Agreement commenced:
18 March 2020
Details:
$65,000 adjusted to $52,000 [Covid adjustment] per annum inclusive of
superannuation (if applicable)
Name:
Christopher James Cook
Title:
Non-Executive Director
Agreement commenced:
19 March 2021
Details:
$65,000 adjusted to $52,000 [Covid adjustment] per annum inclusive of
superannuation (if applicable)
Name:
David Iverach
Title:
Non-Executive Director (Resigned 4 March 2021)
Agreement Commenced:
10 December 2018
Remuneration revised: 01 May 2020
Details:
$65,000 adjusted to $52,000 [Covid adjustment] per annum inclusive of
superannuation (if applicable)
Tempo has non-fixed term employment contracts with its Executives. The contracts detail the formal terms
and conditions of the employment.
Name:
Paul Dalgleish
Title:
Chief Executive Officer
Agreement commenced:
15 July 2019
Terms of agreement:
Permanent full time
Details:
Base salary of $360,000 per annum plus superannuation. Six months
termination notice by either party, performance rights subject to the
satisfaction of specified milestones and performance criteria of Tempo.
Name:
John Cuffe
Title:
Executive General Manager TAMS
Agreement commenced:
15 April 2020
Terms of agreement:
Permanent full time
Details:
Base salary of $290,000 per annum plus superannuation. Six months
termination notice for the first twelve-month period, reducing to three
months after the initial twelve-month term.
Signed in accordance with a Resolution of the Directors.
William Howard
Executive Director, Chief Financial Officer and Company Secretary
Date: 29 March 2022
AUDITOR’S INDEPENDENCE DECLARATION
13
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENTS
TEMPO AUSTRALIA LTD AND CONTROLLED ENTITIES
14
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
FOR THE YEAR ENDED 31 DECEMBER 2021
Note
2021
$'000
2020
$'000
Revenue
4
14,981
30,124
Other income
4
44
304
Revenue and other income
15,025
30,428
Employee and director benefits expense
6
9,434
10,423
Administration costs
1,097
1,026
Occupancy costs
519
320
Depreciation and amortisation
12
847
1,160
Other expenses
5
14
73
Project material costs
3,405
5,013
Equipment and other subcontractor costs
3,420
11,521
Listing and other statutory charges
102
97
Interest and finance charges
98
164
Other professional expenses
312
355
Impairment expense / (Write Back)
12
(4)
47
Total expenses
19,244
30,199
Profit/(Loss) before income tax expense
(4,219)
229
Income tax (credit) / expense
7
-
-
Profit/(Loss) attributable to the members of the parent
(4,219)
229
Other comprehensive income
-
-
Total comprehensive Profit/(Loss)
(4,219)
229
Net Profit/(Loss) attributable to members of the parent entity
(4,219)
229
Profit/(Loss) per share
Basic Profit/(Loss) – cents per share
20
(1.16)
0.06
Diluted Profit/(Loss) – cents per share
20
(1.16)
0.06
The accompanying notes from part of these financial statements.
Consolidated entity
CONSOLIDATED STATEMENTS
TEMPO AUSTRALIA LTD AND CONTROLLED ENTITIES
15
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
Note
2021
$'000
2020
$'000
CURRENT ASSETS
Cash and cash equivalents
8
3,971
6,637
Trade and other receivables
9
2,578
2,754
Contract assets
10
716
2,163
Inventories
11
166
166
Other assets
677
424
Total current assets
8,108
12,144
NON-CURRENT ASSETS
Plant and equipment
12
935
2,459
Intangible Assets
13
983
-
Other assets (non current)
804
804
Total non-current assets
2,722
3,263
Total assets
10,830
15,407
CURRENT LIABILITIES
Trade and other payables
15
2,515
2,533
Interest bearing loans and borrowings ©
16
854
1,034
Provisions
17
949
942
Total current liabilities
4,318
4,509
NON-CURRENT LIABILITIES
Interest bearing loans and borrowings (nc)
16
204
1,250
Provisions (nc)
17
197
79
Total non-current liabilities
401
1,329
Total liabilities
4,719
5,838
Net assets
6,111
9,569
EQUITY
Contributed equity
18
84,949
84,842
Share option reserve
18
2,220
1,634
Accumulated losses
(81,058)
(76,907)
Total equity
6,111
9,569
The accompanying notes from part of these financial statements.
Consolidated entity
CONSOLIDATED STATEMENTS
TEMPO AUSTRALIA LTD AND CONTROLLED ENTITIES
16
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
Contributed
equity
Accumulated
losses
Share Option
Reserve
Total equity
$'000
$'000
$'000
$'000
At 1 January 2020
84,056
(77,598)
2,042
8,500
Profit for the year
-
229
-
229
Other comprehensive income
-
-
-
-
Total comprehensive profit
-
229
-
229
Share issues
804
-
-
804
Share based payments (note 18, 27)
-
-
54
54
Transfer on the cancellation of performance rights
-
462
(462)
-
Cost of share raising
(18)
-
-
(18)
At 31 December 2020
84,842
(76,907)
1,634
9,569
At 1 January 2021
84,842
(76,907)
1,634
9,569
Loss for the year
-
(4,219)
-
(4,219)
Other comprehensive income
-
-
-
-
Total comprehensive loss
-
(4,219)
-
(4,219)
Share issues (Note 18, 27)
107
-
-
107
Share based payments (note 18, 27)
-
-
654
654
Transfer on the cancellation of performance rights
-
68
(68)
-
Cost of share raising
-
-
-
-
At 31 December 2021
84,949
(81,058)
2,220
6,111
The accompanying notes from part of these financial statements.
CONSOLIDATED STATEMENTS
TEMPO AUSTRALIA LTD AND CONTROLLED ENTITIES
17
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021
Note
2021
$'000
2020
$'000
CASH FLOW FROM OPERATING ACTIVITIES
Receipts from customers
16,971
35,330
Payments to suppliers and employees
(18,136)
(34,517)
Interest and finance charges paid
(108)
(213)
Interest received
10
49
Net cash generated by /(used in) operating activities
19
(1,263)
649
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment
831
438
Intangibles
(983)
-
Payments for property plant and equipment
(24)
(103)
Net cash generated by /(used in) investing activities
(176)
335
CASH FLOW FROM FINANCING ACTIVITIES
Raising costs from issue of equity instruments
18
-
(41)
Proceeds from borrowings
16
862
-
Repayment of borrowings
16
(2,089)
(1,646)
Net cash used in by financing activities
(1,227)
(1,687)
Net decrease in cash and cash equivalents
(2,666)
(703)
Cash and cash equivalents at beginning of year
6,637
7,340
Total cash and cash equivalents at the end of the year
3,971
6,637
The accompanying notes from part of these financial statements.
Consolidated entity
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
18
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Corporate information
The consolidated financial statements of Tempo
Australia Limited (Tempo) and its subsidiaries
(collectively, the Group) were authorised for
issue in accordance with a resolution of the
director’s 31 March 2022. Tempo is a for profit
company limited by shares, incorporated in
Australia whose shares are publicly traded on
the
Australian
Stock
Exchange.
Tempo’s
registered office is c/o Company Matters Pty
Limited, Level 12, 680 George Street, Sydney
NSW 2000
The consolidated financial statements are prese
nt-ed in Australian dollars which is the parent
entity’s functional and presentation currency.
The nature of the operations and principal
activities of the consolidated entity are
described in the Directors’ Report.
Rounding
The amounts contained in the financial report
have been rounded to the nearest $1,000 (where
rounding is applicable) where noted ($’000)
under the option available to Tempo under ASIC
Corporations (Rounding in Financial/Directors’
Reports) Instrument 2016/191. Tempo is an
entity to which this legislative instrument
applies.
2
Significant accounting policies
Basis of preparation
The consolidated financial statements are
general-purpose financial statements, which
have been prepared in accordance with the
requirements of the Corporations Act 2001,
Australian Accounting Standards, and other
authoritative pronouncements of the Australian
Accounting Standards Board (AASB).
These financial statements have been prepared
on the going concern basis, which assumes
continuity of normal business activities and the
realisation of assets and the discharge of
liabilities in the ordinary course of business.
The consolidated statement of profit or loss and
other comprehensive income shows a loss
attributable to members of the parent entity of
$4,219k and the consolidated statement of cash
flows shows net cash outflows from operations
of $1,263k.
In concluding that the group is a going concern,
the directors have reviewed cash flow forecasts
for a period of 12 months from the date of this
report which show that the group is expected to
remain cash positive over that period.
2.2 Change in accounting policy
New and amended accounting standards and
interpretations
The consolidated entity has adopted all of the
new or amended Accounting Standards and
Interpretations
issued
by
the
Australian
Accounting Standards Board ('AASB') that are
mandatory for the current reporting period.
Any new or amended Accounting Standards or
Interpretations that are not yet mandatory have
not been early adopted.
The
following
Accounting
Standards
and
Interpretations are most relevant to the
consolidated entity:
Conceptual Framework for Financial Reporting
(Conceptual Framework)
The consolidated entity has adopted the revised
Conceptual Framework from 1 January 2021.
The Conceptual Framework contains new
definition and recognition criteria as well as new
guidance on measurement that affects several
Accounting Standards, but it has not had a
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
19
material impact on the consolidated entity's
financial statements.
New Accounting Standards and Interpretations
not yet mandatory or early adopted
Australian
Accounting
Standards
and
Interpretations that have recently been issued or
amended but are not yet mandatory, have not
been early adopted by the consolidated entity
for the annual reporting period ended 31
December 2021. Management do not expect
material impact to arise for the consolidated
entity from the future application of these new
or
amended
Accounting
Standards
and
Interpretations.
Basis of consolidation
The consolidated financial statements include
the financial position and performance of
controlled entities from the date on which
control is obtained until the date that control is
lost.
Intragroup assets, liabilities, equity, income,
expenses and cashflows relating to transactions
between entities in the consolidated entity have
been eliminated in full for the purpose of these
financial statements.
Appropriate adjustments have been made to a
controlled
entity’s
financial
position,
performance, and cash flows where the
accounting policies used by that entity were
different
from
those
adopted
by
the
consolidated entity. All controlled entities have a
30 June financial year end.
A list of controlled entities is contained in
Note 23 to the financial statements.
Subsidiaries
Subsidiaries are all entities over which the parent
has control. Control is established when the
parent 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 relevant activities of the
entity.
Summary
of
significant
accounting
policies
a.
Current
versus
non-current
classifications
The Group presents assets and liabilities in the
statement of financial position based on a
current/non-current classification. An asset is
current when it is:
•
Expected to be realised or intended to be
sold or consumed in the normal operating
cycle.
•
Held primarily for the purpose of trading.
•
Expected to be realised within twelve
months after the reporting period.
or
•
Cash or cash equivalent unless restricted
from being exchanged or used to settle a
liability for at least twelve months after the
reporting period.
All other assets are classified as non-current.
A liability is current when:
•
It is expected to be settled in the normal
operating cycle.
•
It is held primarily for the purpose of trading.
•
It is due to be settled within twelve months
after the reporting period.
or
•
There is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period.
The Group classifies all other liabilities as non-
current.
Deferred tax assets and liabilities are classified as
non-current assets and liabilities.
b.
Revenue from contracts with customers
Revenue from contracts with customers is
recognised when goods and services are
transferred to the customer at an amount that
reflects the consideration to which the Group
expects to be entitled in exchange for those
goods and services. The Group has generally
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
20
concluded that it is the principal in its revenue
arrangements because it typically controls the
goods and services before transferring them to
the customer.
Maintenance
and
construction
electrical
services
The
Group
provides
maintenance
and
construction electrical services. The Group
assesses
each
contract
to
identify
the
performance obligations and transaction price
within the contract. The total transaction price is
allocated to performance obligations based on
relative standalone selling prices.
For those contracts where the customer
simultaneously receives and consumes the
goods and service provided by the Group; the
Group’s performance creates or enhances an
asset that the customer controls as the asset is
created or enhanced; or work is performed on
assets that have no alternative use to the Group
and the Group has a right to payment for
performance to date, revenue is recognised over
time. Where the criteria to recognise revenue
over time is not satisfied the group recognises
revenue at a point in time.
If the consideration in the contract includes a
variable amount, typically for cost plus contracts
or contracts with a schedule of rates, the Group
estimates the amount of the consideration to
which it is entitled in exchange for transferring
the goods and services to the customer. The
variable consideration is estimated at contract
inception and constrained until it is highly
probable that a significant reversal of the
cumulative revenue recognised will not occur
when the associated uncertainty with the
variable consideration is subsequently resolved.
Certain contracts are subject to claims which are
enforceable under the contract. If the claim does
not result in any additional goods or services, the
transaction price is updated, and the claim
accounted for as variable consideration.
Where appropriate, the Group applies the
variable consideration allocation exception to
allocate variable consideration to distinct
services in a contract where the contract
includes a series of distinct services that form a
single performance obligation.
For other contracts where the Group has a right
to consideration in an amount that corresponds
directly with the value to the customer of the
Group’s performance completed to date, the
Group utilised the practical expedient to
recognise revenue in the amounts to which the
Group has a right to invoice.
In all other cases, in recognising revenue over
time, the group applies an input method to
measure the Group’s progress towards satisfying
the performance obligation by comparing costs
incurred
to
date,
mainly
labour
and
consumables, to the total expected costs.
Project fulfilment costs
Contract fulfilment costs are expensed as
incurred except where they generate or enhance
resources of the Group that will be used to
satisfy future performance obligations in which
case, they are capitalised and amortised over the
course of the contract.
Contract assets
A contract asset is the right to consideration in
exchange for goods or services transferred to the
customer. If the Group transfers goods or
services to a customer before the customer pays
consideration or before payment is due, a
contract asset is recognised for the earned
consideration. If the Group’s right to an amount
of consideration is unconditional (other than the
passage of time), the contract asset is classified
as a receivable.
The
disclosures
of
significant
accounting
judgements, estimates and assumptions relating
to revenue from contracts with customers are
provided in Note 3.
c.
Government grants
Government grants are recognised where there
is reasonable assurance that the grant will be
received, and all attached conditions will be
complied with. When the grant relates to an
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
21
expense item, it is recognised as income on a
systematic basis over the periods that the
related costs, for which it is intended to
compensate, are expensed. When the grant
relates to an asset, it is recognised as income in
equal amounts over the expected useful life of
the related asset.
When the Group receives grants of non-
monetary assets, the asset and the grant are
recorded at nominal amounts and released to
profit or loss over the expected useful life of the
asset, based on the pattern of consumption of
the benefits of the underlying asset by equal
annual instalments.
During the year, the Group was entitled to
receive NSW Business Grant and Job Saver
payments, which had been recognised as
compensation to the employee expenses.
d.
Income tax
Current income tax
Current income tax assets and liabilities are
measured at the amount expected to be
recovered from or paid to the taxation
authorities. The tax rates and tax laws used to
compute the amount are those that are enacted
or substantively enacted at the reporting date in
the countries where the Group operates and
generates taxable income.
Current income tax relating to items recognised
directly in equity is recognised in equity and not
in the statement of profit or loss. Management
periodically evaluates positions taken in the tax
returns with respect to situations in which
applicable tax regulations are subject to
interpretation and establishes provisions where
appropriate.
Deferred tax
Deferred tax is provided using the full liability
balance sheet method on temporary differences
between the tax bases of assets and liabilities
and their carrying amounts for financial
reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all
taxable temporary differences, except:
•
When the deferred tax liability arises from
the initial recognition of goodwill or an asset
or liability in a transaction that is not a
business combination and, at the time of the
transaction, affects neither the accounting
profit nor taxable profit or loss.
•
In respect of taxable temporary differences
associated with investments in subsidiaries,
associates,
and
interests
in
joint
arrangements, when the timing of the
reversal of the temporary differences can be
controlled and it is probable that the
temporary differences will not reverse in the
foreseeable future.
Deferred tax assets are recognised for all
deductible temporary differences, the carry
forward of unused tax credits and any unused tax
losses. Deferred tax assets are recognised to the
extent that it is probable that taxable profit will
be available against which the deductible
temporary differences, and the carry forward of
unused tax credits and unused tax losses can be
utilised, except:
•
When the deferred tax asset relating to the
deductible temporary difference arises from
the initial recognition of an asset or liability
in a transaction that is not a business
combination and, at the time of the
transaction, affects neither the accounting
profit nor taxable profit or loss.
•
In
respect
of
deductible
temporary
differences associated with investments in
subsidiaries, associates and interests in joint
arrangements, deferred tax assets are
recognised only to the extent that it is
probable that the temporary differences will
reverse in the foreseeable future and taxable
profit will be available against which the
temporary differences can be utilised.
The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced to
the extent that it is no longer probable that
sufficient taxable profit will be available to allow
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
22
all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-
assessed at each reporting date and are
recognised to the extent that it has become
probable that future taxable profits will allow the
deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured
at the tax rates that are expected to apply in the
year when the asset is realised or the liability is
settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted at
the reporting date.
Deferred tax relating to items recognised outside
profit or loss is recognised outside profit or loss.
Deferred tax items are recognised in correlation
to the underlying transaction either in OCI or
directly in equity.
Tax benefits acquired as part of a business
combination, but not satisfying the criteria for
separate recognition at that date, are recognised
subsequently if new information about facts and
circumstances change. The adjustment is either
treated as a reduction in goodwill (as long as it
does not exceed goodwill) if it reflects new
information
obtained
about
facts
and
circumstances that exist at the acquisition date
that, if known, would have affected the amount
recognised at that date were recognised during
the measurement period or recognised in profit
or loss.
The Group offsets deferred tax assets and
deferred tax liabilities if and only if it has a legally
enforceable right to set off current tax assets and
current tax liabilities and the deferred tax assets
and deferred tax liabilities relate to income taxes
levied by the same taxation authority on either
the same taxable entity or different taxable
entities which intend either to settle current tax
liabilities and assets on a net basis, or to realise
the
assets
and
settle
the
liabilities
simultaneously, in each future period in which
significant amounts of deferred tax liabilities or
assets are expected to be settled or recovered.
Tax consolidated group
Tempo and its wholly owned Australian resident
subsidiaries formed a tax consolidated group
with effect from 1 July 2005.
In addition to its own current and deferred tax
amounts, Tempo also recognises the current tax
liabilities (or assets) and deferred tax liabilities
(or assets) arising from unused tax losses and
unused tax credits assumed from controlled
entities in the tax consolidated group.
e.
Property, plant and equipment
Property, plant and equipment is carried at cost
less
accumulated
depreciation
and
any
accumulated impairment. In the event the
carrying amount of plant and equipment is
greater than the estimated recoverable amount,
the
carrying
amount
is
written
down
immediately to the estimated recoverable
amount and impairment losses are recognised
either in profit or loss or as a revaluation
decrease if the impairment losses relate to a re-
valued asset. A formal assessment of the
recoverable amount is made when impairment
indicators are present.
The carrying amount of plant and equipment is
reviewed annually by the directors to ensure it is
not in excess of the recoverable amount from
these assets. The recoverable amount is
assessed on the basis of the expected net cash
flows that will be received from the asset’s
employment and subsequent disposal. The
expected net cash flows have been discounted to
their present values in determining recoverable
amounts.
Subsequent costs are included in the asset’s
carrying amount or recognised as a separate
asset, as appropriate, only when it is probable
that future economic benefits associated with
the item will flow to the consolidated entity and
the cost of the item can be measured reliably. All
other repairs and maintenance are recognised as
an expense in the statement of comprehensive
income during the financial period in which they
are incurred.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
23
Depreciation is provided on a straight-line basis
and diminishing-value basis over the asset’s
useful
life
to
the
consolidated
entity
commencing from the time the asset is held
ready for use. Leasehold improvements are
depreciated over the shorter of the unexpired
period of the lease and the estimated useful lives
of the improvements.
The useful lives used are listed as below:
Asset Class
Useful live
Furniture and fixtures
5 – 10 years
Computer equipment
3 - 4 years
Plant & Equipment
4-10 years
Motor Vehicles
6 years
Leasehold Improvements
25 years
Right of Use
1 – 3 years
f.
Right of use assets
A right-of-use asset is recognised at the
commencement date of a lease. The right-of-use
asset is measured at cost, which comprises the
initial amount of the lease liability, adjusted for,
as applicable, any lease payments made at or
before the commencement date net of any lease
incentives received, any initial direct costs
incurred, and, except where included in the cost
of inventories, an estimate of costs expected to
be incurred for dismantling and removing the
underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a
straight-line basis over the unexpired period of
the lease or the estimated useful life of the asset,
whichever
is
the
shorter.
Where
the
consolidated entity expects to obtain ownership
of the leased asset at the end of the lease term,
the depreciation is over its estimated useful life.
Right-of use assets are subject to impairment or
adjusted for any remeasurement of lease
liabilities.
The consolidated entity has elected not to
recognise a right-of-use asset and corresponding
lease liability for short-term leases with terms of
12 months or less and leases of low-value assets.
Lease payments on these assets are expensed to
profit or loss as incurred.
g.
Intangible assets
Intangible assets acquired as part of a business
combination, other than goodwill, are initially
measured at their fair value at the date of the
acquisition.
Intangible
assets
acquired
separately are initially recognised at cost.
Indefinite life intangible assets are not amortised
and are subsequently measured at cost less any
impairment. Finite life intangible assets are
subsequently measured at cost less amortisation
and any impairment. The gains or losses
recognised in profit or loss arising from the
derecognition of intangible assets are measured
as the difference between net disposal proceeds
and the carrying amount of the intangible asset.
The method and useful lives of finite life
intangible assets are reviewed annually. Changes
in the expected pattern of consumption or useful
life are accounted for prospectively by changing
the amortisation method or period.
Development costs
Development costs are capitalised when it is
probable that the project will be a success
considering its commercial and technical
feasibility; the consolidated entity is able to use
or sell the asset; the consolidated entity has
sufficient resources and intent to complete the
development; and its costs can be measured
reliably. Capitalised development costs are
amortised on a straight-line basis over the period
of their expected benefit, being their finite life of
4 years.
h.
Financial instruments
Financial instruments are recognised initially on
the date that the Group becomes party to the
contractual provisions of the instrument.
On initial recognition, all financial instruments
are measured at fair value plus transaction costs.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
24
Financial assets
All recognised financial assets are subsequently
measured in their entirety at either amortised
cost or fair value, depending on the classification
of the financial assets.
Classification
On initial recognition, financial assets are
measured at amortised cost.
Financial assets are not reclassified subsequent
to their initial recognition unless the Group
changes
its
business model for managing financial assets.
Amortised cost
Assets measured at amortised cost are financial
assets where:
•
the business model is to hold assets to
collect contractual cash flows; and
•
the contractual terms give rise on specified
dates to cash flows are solely payments of
principal and interest on the principal
amount outstanding.
The Group's financial assets measured at
amortised cost comprise trade and other
receivables and cash and cash equivalents in
the consolidated statement of financial position.
Subsequent to initial recognition, these assets
are carried at amortised cost using the effective
interest rate method less
provision
for
impairment.
Interest income, foreign exchange gains or losses
and impairment are recognised in profit or loss.
Gain or loss on derecognition is recognised in
profit or loss.
Impairment of financial assets and contract
assets
Impairment of financial assets is recognised on
an expected credit loss (ECL) basis for the
following assets:
•
financial assets measured at amortised cost;
and
•
contract assets.
When determining whether the credit risk of a
financial assets has increased significant since
initial recognition and when estimating ECL, the
Group considers reasonable and supportable
information that is relevant and available
without undue cost or effort. This includes both
quantitative and qualitative information and
analysis
based on the Group's historical experience and
informed credit assessment and including
forward looking information.
The Group uses the presumption that an asset
which is more than 30 days past due has seen a
significant increase in credit risk.
The Group uses the presumption that a financial
asset is in default when:
•
the other party is unlikely to pay its credit
obligations to the Group in full, without
recourse to actions such as realising security
(if any is held); or
•
the financial assets are more than 90 days
past due.
Credit losses are measured as the present value
of the difference between the cash flows due
to the Group in accordance with the contract
and the cash flows expected to be received. This
is applied using a probability weighted approach.
Trade receivables and contract assets
Impairment of trade receivables and contract
assets have
been
determined
using
the
simplified approach in AASB 9 which uses an
estimation
of
lifetime
expected
credit
losses. The
Group has
determined
the
probability
of
non-payment
of
the
receivable and contract asset and multiplied this
by the amount of the expected loss arising from
default.
The amount of the impairment is recorded in a
separate allowance account with the loss being
recognised
in
other
expense.
Once
the
receivable is determined to be uncollectable
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
25
then the gross carrying amount is written off
against the associated allowance.
Where the Group renegotiates the terms of
trade receivables due from certain customers,
the new expected cash flows are discounted at
the original effective interest rate and any
resulting difference to the carrying value is
recognised in profit or loss.
Other financial assets measured at amortised
cost
Impairment of other financial assets measured
at amortised cost are determined using the
expected credit loss model in AASB 9. On initial
recognition of the asset, an estimate of the
expected credit losses for the next 12 months is
recognised. Where the asset has experienced
significant increase in credit risk then the lifetime
losses are estimated and recognised.
Financial liabilities
The Group measures all financial liabilities
initially at fair value less transaction costs,
subsequently financial liabilities are measured at
amortised cost using the effective interest rate
method.
The financial liabilities of the Group comprise
trade payables, bank and other loans and lease
liabilities.
i.
Inventories
Inventories are valued at the lower of cost and
net realisable value and are comprised entirely
of consumables.
Cost is determined on a FIFO basis of the direct
costs of materials. Inventories determined to be
obsolete or damaged are written down to net
realisable value.
Net realisable value is the estimated selling price
in the ordinary course of business, less estimated
costs of completion and the estimated costs
necessary to make the sale.
j.
Cash and short-term deposits
Cash and short-term deposits in the statement of
financial position comprise cash at banks and on
hand and short-term deposits with a maturity of
three months or less, which are subject to an
insignificant risk of changes in value.
For the purpose of the consolidated statement
of cash flows, cash and cash equivalents consist
of cash and short-term deposits, as defined
above.
Outstanding
bank
overdrafts
are
considered as current liabilities.
k.
Treasury shares
Own equity instruments that are reacquired
(treasury shares) are recognised at cost and
deducted from equity. No gain or loss is
recognised in profit or loss on the purchase, sale,
issue, or cancellation of the Group’s own equity
instruments.
l.
Provisions
Provisions are recognised when the Group has a
present obligation (legal or constructive) as a
result of a past event, it is probable that an
outflow of resources embodying economic
benefits will be required to settle the obligation
and a reliable estimate can be made of the
amount of the obligation. When the Group
expects some or all of a provision to be
reimbursed, for example, under an insurance
contract, the reimbursement is recognised as a
separate
asset,
but
only
when
the
reimbursement is virtually certain. The expense
relating to a provision is presented in the
statement of profit or loss net of any
reimbursement.
If the effect of the time value of money is
material, provisions are discounted using a
current pre-tax rate that reflects, when
appropriate, the risks specific to the liability.
When discounting is used, the increase in the
provision due to the passage of time is
recognised as a finance cost.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
26
m.
Superannuation, annual leave and long
service leave
Superannuation
The Group makes contributions as defined
contributions. There is no defined benefit
superannuation scheme operated by the Group.
Long service leave and annual leave
The Group does not expect its long service leave
or annual leave benefits to be settled wholly
within 12 months of each reporting date. The
Group recognises a liability for long service leave
and annual leave measured as the present value
of expected future payments to be made in
respect of services provided by employees up to
the reporting date using the projected unit credit
method. Consideration is given to expected
future wage and salary levels, experience of
employee departures, and periods of service.
Expected future payments are discounted using
market yields at the reporting date on high
quality corporate bonds with terms to maturity
and currencies that match, as closely as possible,
the estimated future cash outflows.
n.
Earnings per share
Basic earnings per share is calculated by dividing
the profit attributable to owners of Tempo by
the
weighted average number of ordinary shares
outstanding during the year.
Diluted earnings per share adjusts the 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
additional ordinary shares that would have been
outstanding assuming the conversion of all
dilutive potential ordinary shares.
o.
Share based payments
Some
employees
of
the
Group
receive
remuneration in the form of share-based
payments, whereby employees render services
as consideration for equity instruments (equity-
settled transactions).
Equity-settled Transactions
The cost of equity-settled transactions is
determined by the fair value at the date when
the grant is made using an appropriate valuation
model, further details of which are given in Note
27.
That cost is recognised in employee benefits
expense (Note 6), together with a corresponding
increase in equity (share-based payment
reserves), over the period in which the service
and,
where
applicable,
the
performance
conditions are fulfilled (the vesting period). The
cumulative expense recognised for equity-
settled transactions at each reporting date until
the vesting date reflects the extent to which the
vesting period has expired and the Group’s best
estimate of the number of equity instruments
that will ultimately vest. The expense or credit in
the statement of profit or loss for a period
represents the movement in cumulative expense
recognised as at the beginning and end of that
period.
Service and non-market performance conditions
are not taken into account when determining
the grant date fair value of awards, but the
likelihood of the conditions being met is
assessed as part of the Group’s best estimate of
the number of equity instruments that will
ultimately vest. Market performance conditions
are reflected within the grant date fair value. Any
other conditions attached to an award, but
without an associated service requirement, are
considered to be non-vesting conditions. Non-
vesting conditions are reflected in the fair value
of an award and lead to an immediate expensing
of an award unless there are also service and/or
performance conditions.
No expense is recognised for awards that do not
ultimately
vest
because
non-market
performance and/or service conditions have not
been met. Where awards include a market or
non-vesting condition, the transactions are
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
27
treated as vested irrespective of whether the
market or non-vesting condition is satisfied,
provided that all other performance and/or
service conditions are satisfied.
When the terms of an equity-settled award are
modified, the minimum expense recognised is
the grant date fair value of the unmodified
award, provided the original vesting terms of the
award are met. An additional expense, measured
as at the date of modification, is recognised for
any modification that increases the total far
value of the share-based payment transaction,
or is otherwise beneficial to the employee.
Where an award is cancelled by the entity or by
the counterparty, any remaining element of the
fair value of the award is expensed immediately
through profit or loss.
The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share
(further details are given in Note 18).
p.
Share Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the
issue of ordinary shares and share options which
vest immediately are recognised as a deduction
from equity, net of any tax effects.
q.
Segment reporting
Operating segments are presented using the
'management approach', where the information
presented is on the same basis as the internal
reports provided to the Chief Operating Decision
Makers ('CODM'). The CODM is responsible for
the allocation of resources to operating
segments and assessing their performance.
3
Critical Accounting Estimates and
Judgments
The preparation of the Group’s consolidated
financial statements requires management to
make judgements, estimates and assumptions
that affect the reported amounts of revenues,
expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure of
contingent liabilities. Uncertainty about these
assumptions and estimates could result in
outcomes that require a material adjustment to
the carrying amount of assets or liabilities
affected in future periods.
Judgements
Determining the timing of electrical and
telecommunications repairs and maintenance
services
The Group concluded that revenue for electrical
and
telecommunications
repairs
and
maintenance services is to be recognised over
time because the customer simultaneously
receives and consumes the benefits provided by
the Group. The fact that another entity would
not need to re-perform work that the Group has
provided to date demonstrates that the
customer simultaneously receives and consumes
the benefits of the Group’s performance as it
performs.
Determining the timing of construction and
electrical project work
The Group concluded that revenue for electrical
project work and construction work is to be
recognised over time. Factors that were
considered include the act that the Group’s
performance does not create an asset with an
alternative use, the Group is entitled to payment
for performance to date and the customer
controls the asset as the entity creates or
enhances it.
The Group determined that the input method
based on costs incurred to date compared to
total expected costs is a direct relationship
between the Group’s effort (i.e., costs incurred)
and the transfer of services to the customer.
Estimates and assumptions
The key assumptions concerning the future and
other key sources of estimation uncertainty at
the reporting date, that have a significant risk of
causing a material adjustment to the carrying
amounts of assets and liabilities within the next
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
28
financial year, are described below. The Group
based its assumptions and estimates on
parameters available when the consolidated
financial statements were prepared. Existing
circumstances and assumptions about future
developments, however, may change due to
market changes or circumstances arising that are
beyond the control of the Group. Such changes
are reflected in the assumptions when they
occur.
Revenue from contracts with customers –
Variable consideration
Certain
contracts
contain
provisions
for
liquidated damages which would be considered
variable consideration. The group has applied
judgement in not constraining revenue for this
variable consideration on the basis that there is
no history of significant reversals of revenue in
relation to liquidated damages.
Provision for expected credit losses of trade
receivables and contract assets
The Group uses a provision matrix to calculate
ECLs for trade receivables and contract assets.
The provision rates are based on days past due
for groupings of various customer segments that
have similar loss patterns (i.e., by geography,
product type, customer type).
The provision matrix is initially based on the
Group’s historical observed default rates and
adjusted for forward-looking information. At
every reporting date, the historical observed
default rates are updated and changes in the
forward-looking estimates are analysed.
The assessment of the correlation between
historical observed default rates, forecast
economic conditions and ECLs is a significant
estimate. The amount of ECLs is sensitive to
changes in circumstances and of forecast
economic conditions. The Group’s historical
credit loss experience and forecast of economic
conditions may also not be representative of
customer’s actual default in the future. The
information about the ECLs on the Group’s trade
receivables and contract assets is disclosed in
Note 9.
Taxes
Deferred tax assets are recognised for unused
tax losses to the extent that it is probable that
taxable profit will be available against which the
losses can be utilised. Significant management
judgement is required to determine the amount
of deferred tax assets that can be recognised,
based upon the likely timing and the level of
future taxable profits, together with future tax
planning strategies.
The Group has $17,069K (2020: $15,070K) of tax
losses carried forward. These losses relate to
subsidiaries that have a history of losses, do not
expire, and may be used to offset taxable income
elsewhere in the Group. The Group had
determined that while its deferred tax assets
were recoverable based on the expectation of
future taxable income but had been reversed in
the assets at 30 June 2020 as a matter of
prudence. Further details on taxes are disclosed
in Note 7.
Valuation of performance rights
The consolidated entity 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 Monte Carlo Simulation method or
Black-Scholes model taking into account the
terms
and
conditions
upon
which
the
instruments were granted. The valuation is
based on the assumption that future share price
movements are based on a continuous
exponential distribution. In calculating future
share price movements, a normal distribution
with mean of 0 and standard deviation of 1 was
applied.
Impairment review
Financial assets (including receivables)
A financial asset not carried at fair value through
profit or loss is assessed at each reporting date
to determine whether there is objective
evidence that it is impaired. A financial asset is
impaired if objective evidence indicates that a
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
29
loss event has occurred after the initial
recognition of the asset, and that the loss event
had a negative effect on the estimated future
cash flows of that asset that can be estimated
reliably.
Objective
evidence
that
financial
assets
(including equity securities) are impaired can
include default or delinquency by a debtor,
restructuring of an amount due to the Group on
terms that the Group would not consider
otherwise, indications that a debtor or issuer will
enter bankruptcy, or the disappearance of an
active market for a security. In addition, for an
investment in an equity security, a significant or
prolonged decline in its fair value below its cost
is objective evidence of impairment.
The Group considers evidence of impairment for
receivables at both a specific asset and collective
level. All individually significant receivables are
assessed for specific impairment. All individually
significant
receivables
found
not
to
be
specifically impaired are then collectively
assessed for any impairment that has been
incurred but not yet identified. Receivables that
are not individually significant are collectively
assessed for impairment by grouping together
receivables with similar risk characteristics.
In assessing collective impairment, the Group
uses historical trends of the probability of
default, timing of recoveries and the amount of
loss incurred, adjusted for management’s
judgement as to whether current economic and
credit conditions are such that the actual losses
are likely to be greater or less than suggested by
historical trends.
An impairment loss in respect of a financial asset
measured at amortised cost is calculated as the
difference between its carrying amount and the
present value of the estimated future cash flows
discounted at the asset’s original effective
interest rate. Losses are recognised as profit or
loss and reflected in an allowance account
against receivables. Interest on the impaired
asset continues to be recognised through the
unwinding of the discount. When a subsequent
event causes the amount of impairment loss to
decrease, the decrease in impairment loss is
reversed through profit or loss.
Non-financial assets
The carrying amounts of the Group’s non-
financial
assets
(other
than
inventories,
construction work in progress and deferred tax
assets) are reviewed at each reporting date to
determine whether there is any indication of
impairment. If any such indication exists, then
the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-
generating unit is the greater of its value in use
and its fair value less costs to sell. In assessing
value in use, the estimated future cash flows are
discounted to their present value using a post-
tax discount rate that reflects current market
assessments of the time value of money and the
risks specific to the asset.
For the purpose of impairment testing, assets
are grouped together into the smallest group of
assets that generates cash inflows from
continuing use that are largely independent of
the cash inflows of other assets or Groups of
assets (“the cash generating unit” or “CGU”). The
Group’s corporate assets do not generate
separate cash inflows. If there is an indication
that a corporate asset may be impaired, then the
recoverable amount is determined for the CGU
to which the corporate asset belongs.
An impairment loss is recognised if the carrying
amount of an asset or its CGU exceeds its
recoverable amount. Impairment losses are
recognised in profit or loss. Impairment losses
recognised in respect of CGUs are allocated first
to reduce the carrying amount of any goodwill
allocated to the units and then to reduce the
carrying amount of the other assets in the unit
(group of units) on a pro-rata basis.
An impairment loss in respect of goodwill is not
reversed. In respect of other assets, impairment
losses recognised in prior periods are assessed at
each reporting date for any indications that the
loss has decreased or no longer exists. An
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
30
impairment loss is reversed if there has been a
change in the estimates used to determine the
recoverable amount. An impairment loss is
reversed only to the extent that the asset’s
carrying amount does not exceed the carrying
amount that would have been determined, net
of
depreciation
or
amortisation,
if
no
impairment loss had been recognised.
Goodwill that forms part of the carrying amount
of an investment in an associate is not
recognised separately, and therefore is not
tested for impairment separately. Instead, the
entire amount of the investment in an associate
is tested for impairment as a single asset when
there is objective evidence that the investment
in an associate may be impaired.
4
Revenue and other income
2021
$'000
2020
$'000
Revenues from contracts with customers
14,981
30,124
Interest revenue calculated using the effective interest method
10
49
Other income
34
255
Total revenue and other income
15,025
30,428
Consolidated entity
Revenue from contracts with customers by type of customer
2021
$'000
2020
$'000
Government and infrastructure
3,863
4,074
Commercial
10,036
25,555
Education and aged care
835
495
Resources
-
-
Other
247
-
Total revenues from contracts with customers
14,981
30,124
Consolidated entity
The transaction price allocated to the remaining performance obligations as described in Note 2.4(b)
(unsatisfied or partially unsatisfied as of 31 December) is as follows:
2021
$'000
2020
$'000
Within one year
-
291
Total revenue and other income
-
291
Consolidated entity
5
Other expenses
2021
$'000
2020
$'000
Candidate screening cost
14
285
Movement in allowance for expected credit profits
-
(212)
Total other expenses
14
73
Consolidated entity
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
31
6
Employee and director expenses
2021
$'000
2020
$'000
Salaries, wages and other expenses
9,074
11,969
Job Keeper
(712)
(2,513)
Other Govement Employement Incentive
(420)
-
Superannuation expenses
731
913
Share based payments
761
54
Total employee and director expenses
9,434
10,423
Consolidated entity
7
Income tax
The major components of income tax expense for the years ended 31 December 2021 and 2020 are:
2021
$'000
2020
$'000
Current income tax
863
(25)
Deferred income tax
(863)
25
Income tax expense reported in the income statement
-
-
2021
$'000
2020
$'000
Contributed Equity
Conversion of prior year balances to 25% tax rate (2020: 26%)
-
8
Capital raising cost amortisation
1
2
Income tax expense reported in the equity statement
1
10
Consolidated entity
Consolidated entity
A reconciliation between tax expense and the product of accounting profit before income tax multiplied
by the Group’s application income tax rate is as follows:
2021
$'000
2020
$'000
Accounting (loss) / income before income tax
(4,219)
229
Tax at Australia's statutory income tax rate of 25% (2020: 26%)
1,055
(59)
Tax effect of amounts which are not deductible in calculating taxable income
(193)
32
Conversion of prior year balances to 25% tax rate (2020: 26%)
(163)
(655)
Others
1
2
Adjustments the conversion of prior year balances to 25% tax rate (2020: 26%)
163
655
Income tax benefit / (expense) at the effective tax rate of 20.5% (2020: 11.8%)
863
(25)
Provision for Current year income tax expense / (benefit)
(863)
25
Derecognition of prior year DTA
-
-
Income tax credit reported in the income statement
-
-
Consolidated entity
Deferred income tax at 31 December relates to the following:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
32
Revenue
2021
$'000
2020
$'000
Deferred tax assets
Carried forward tax losses
4,722
4,440
Research and development tax credits
2,341
2,341
Accrued expenses
114
77
Employee benefits
285
263
Trade and other receivables
13
28
Plant and equipment
70
-
Equity raising cost debited to equity
1
2
Offset of deferred tax liabilities
(219)
(568)
Deferred tax asset not recognised
(6,434)
(6,597)
Adjustments in respect of previous years
(893)
14
Net deferred tax assets
-
-
Consolidated entity
Revenue
2021
$'000
2020
$'000
Deferred tax liabilities
Inventory
42
-
Prepayment and receivables
11
15
Plant and equipment
-
46
Works in progress
166
507
Offset against deferred tax asset
(219)
(568)
Net deferred tax liabilities
-
-
Consolidated entity
The movement of the current and deferred tax relates to the following:
Current
Income Tax
2021
$'000
Deferred
Income Tax
2021
$'000
Current
Income Tax
2020
$'000
Deferred
Income Tax
2020
$'000
Opening balance
-
-
-
-
Income tax credit recognised in profit and loss
-
-
-
-
R&D income recognised as government grant
-
-
-
-
Charged to equity
-
1
-
10
Charged to reserves
-
-
-
-
Offset the prior year DTA provision
-
(1)
-
(10)
Closing balance
-
-
-
-
Amounts recognised on the consolidated statement of financial position
Deferred tax asset
-
-
-
-
Closing balance
-
-
-
-
Consolidated entity
8
Cash and short-term deposits
2021
$'000
2020
$'000
Cash at bank and on hand
1,020
3,698
Short term deposits
2,951
2,939
Cash and cash equivalents
3,971
6,637
Consolidated entity
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
33
Short term deposits include 90 days term deposit $1,516K with 0.05% interest rate and 6 months term
deposit $1,435K with 0.05% interest rate.
9
Trade and other receivables
2021
$'000
2020
$'000
Trade receivables
2,415
2,275
Allowance for expected credit losses
(50)
(109)
Other receivables
213
588
Total current trade and other receivables
2,578
2,754
Consolidated entity
Trade receivables are non-interest bearing and are generally on terms of 14 to 60 days.
Included within Other receivables are term deposits and rental bonds of $211K (2020: $438K).
Set out below is the movement in the allowance for expected credit losses of trade receivables:
2021
$'000
2020
$'000
As at 1 January
109
321
Provision for expected credit losses (Note 16)
(59)
(212)
As at 31 December
50
109
Consolidated entity
The information about the credit exposures is disclosed in Note 16.
10
Contract assets
2021
$'000
2020
$'000
Contract assets
716
2,163
Total contract assets
716
2,163
Consolidated entity
Contract assets are initially recognised for revenue earned from maintenance and constructions services as
receipt of consideration is conditional on successful completion of performance obligations. Upon
completion of these services and acceptance by the customer, the amounts recognised as contract assets
are reclassified to trade receivables.
In 2021, $Nil (2020 Provision for doubtful debts: $Nil) was recognised as provision for expected credit losses
on contract assets.
No revenue was recognised during the year (2020: $Nil) for performance obligations satisfied in previous
years.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
34
11
Inventories
2021
$'000
2020
$'000
Consumables
166
166
Total inventories
166
166
Consolidated entity
12
Plant and Equipment
2021
$'000
2020
$'000
Furniture and fixtures - gross carrying value at cost
317
325
Furniture and fixtures - accumulated depreciation
(154)
(138)
Net book value furniture and fixture
163
187
Plant and equipment - gross carrying value at cost
305
1,421
Plant and equipment - accumulated depreciation
(163)
(504)
Net book value plant and equipment
142
917
Computer equipment – gross carrying value at cost
145
574
Computer equipment – accumulated depreciation
(66)
(427)
Net book value computer equipment
79
147
Motor vehicles – gross carrying value at cost
2,551
2,563
Motor vehicles – accumulated depreciation
(2,000)
(1,366)
Net book value motor vehicle
551
1,197
Property - gross carrying value Cost
-
414
Property - accumulated depreciation
-
(403)
Net book value right of use assets - property
-
11
Total gross carrying value at cost
3,318
5,297
Total accumulated depreciation
(2,383)
(2,838)
Total net book value
935
2,459
Consolidated entity
Reconciliation of the carrying amounts at the beginning and end of the current financial year:
Furniture
and fixtures
$'000
Plant and
equipment
$'000
Computer
equipment
$'000
Motor
vehicles
$'000
Building
$'000
Total
$'000
Balance at 1 January 2020
134
1,014
192
1,792
206
3,338
Additions
71
83
69
490
-
713
Adjust on transition to IFRS 16
-
-
-
-
-
-
Disposals
(5)
(11)
(5)
(364)
-
(385)
Impairment
-
-
(47)
-
-
(47)
Depreciation expense
(13)
(169)
(62)
(721)
(195)
(1,160)
Balance at 31 December 2020
187
917
147
1,197
11
2,459
Additions
24
-
-
-
-
24
Disposals
(16)
(664)
(17)
(4)
-
(701)
Depreciation expense
(32)
(111)
(51)
(642)
(11)
(847)
Balance at 31 December 2021
163
142
79
551
-
935
The carrying value of plant and machinery held under finance leases contracts at 31 December 2021 was
Nil (2020: $616K). Additions during the year include Nil (2020: Nil) of plant and equipment and motor
vehicles under finance leases.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
35
Certain leased assets under contracts are pledged as security for the related finance lease liability:
Furniture
and fixtures
$'000
Plant and
equipment
$'000
Computer
equipment
$'000
Motor
vehicles
$'000
Building
$'000
Total
$'000
Balance at 31 December 2020
-
-
-
1,123
11
1,134
Balance at 31 December 2021
-
-
-
505
-
505
13
Intangible assets
Development Asset
$'000
Total
$'000
Balance at 1 January 2020
-
-
Amortisation
-
-
Impairment
-
-
Balance at 31 December 2020
-
-
Additions
983
983
Amortisation
-
-
Impairment
-
-
Balance at 31 December 2021
983
983
Company incurred hydrogen development costs during the year, which is planning to be completed by mid
of the 2022 and the amortisation of total development cost will be over 4 years.
14
Segment reporting
Segment reporting
The Group has identified its operating segment based on internal management reporting that is reviewed
by the Board of Directors (chief operating decision makers) in assessing performance and determining the
allocation of resources. All segments operate only in one geographical area, being Australia.
(a) Segment performance
Asset
maintenance
and service
Construction
& electrical
project work
Corporate /
unallocated
Total
31-Dec-21
$'000
$'000
$'000
$'000
Revenue
Sales
14,558
423
-
14,981
Other revenue
35
-
9
44
Total segment revenue
14,593
423
9
15,025
Operating expenses
(17,683)
(647)
28
(18,302)
Earnings before interest, tax, depreciation &
amortisation (EBITDA)
(3,090)
(224)
37
(3,277)
Depreciation and amortisation
(724)
(108)
(16)
(848)
Earnings before interest and tax (EBIT)
(3,814)
(332)
21
(4,125)
Interest expense
(61)
(28)
(9)
(98)
Income tax (credit)/expenses
-
-
-
-
Impairment of assets
78
(62)
(12)
4
Net loss for the year
(3,797)
(422)
-
(4,219)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
36
31-Dec-20
Revenue
Sales
15,960
14,164
-
30,124
Other revenue
152
6
146
304
Total segment revenue
16,112
14,170
146
30,428
Operating expenses
(15,353)
(13,365)
(110)
(28,828)
Earnings before interest, tax, depreciation &
amortisation (EBITDA)
759
805
36
1,600
Depreciation and amortisation
(945)
(193)
(22)
(1,160)
Earnings before interest and tax (EBIT)
(186)
612
14
440
Interest expense
(113)
(37)
(14)
(164)
Income tax (credit)/expenses
-
-
-
-
Impairment of assets
(33)
(14)
-
(47)
Net profit/(loss) for the year
(332)
561
-
229
(b) Segment asset and liabilities
Asset
maintenance
and service
Construction
& electrical
project work
Corporate /
unallocated
Total
31-Dec-21
$'000
$'000
$'000
$'000
Total Assets
5,005
1,488
4,338
10,831
Total Liabilities
3,764
145
811
4,720
NON-CURRENT LIABILITIES
31-Dec-20
Total Assets
5,010
2,467
7,930
15,407
Total Liabilities
4,065
1,006
767
5,838
Major customers
The consolidated entity has a number of customers to which it provides services. The consolidated entity
supplies a single external customer which accounts for 46% of external revenue (2020: 27%). The next most
significant customer accounts for 11% (2020: 25%).
15
Trade and other payables
2021
$'000
2020
$'000
Trade payables
1,037
1,394
Other payables
1,478
1,139
Total trade and other payables
2,515
2,533
Consolidated entity
16
Financial liabilities
16.1 Financial liabilities: Interest-bearing loans and borrowing
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
37
Interest
Rate
Maturity
2021
$'000
2020
$'000
Current interest-bearing loans and borrowings
Obligations under leases (Note 21)
4.84%
2022
596
944
Insurance Borrowing
2.75%
2022
258
90
NAB Invoice Finance Facility ($10,000,000 Facility)
On Demand
N/R
-
NAB Loan Drawdown Facility ($1,000,000 Facility)
1.30%
On Demand
-
N/R
Total current interest-bearing loans and borrowings
854
1,034
Non Current interest-bearing loans and borrowings
Obligations under leases (Note 21)
4.84%
2023
204
1,250
Total non- current interest-bearing loans and borrowings
204
1,250
Total interest-bearing loans and borrowings
1,058
2,284
Consolidated entity
Tempo has a $1M Drawdown Loan with the National Australia Bank Limited (‘NAB’), which was replaced
the $10M Invoice Finance Facility with NAB. At 31 December 2021, the effective rate was 1.30% and $1M
was unused (2020: $10M Invoice Finance Facility was unused).
The Group has an asset finance leasing facility with NAB of $3,450K. On 31 December 2021, the amount of
the facility that was unused was $3,450K. On 31 December 2020, the Group has an asset finance leasing
facility with NAB of $3,450K and the amount of the facility that was unused was $2,827K.
Other leases in relation to plant, vehicles and other equipment amount to $800. At 31 December 2020 the
amount relating to other leases was $1,577K.
All finance liabilities are repayable on demand with the exception of leases. Refer to Note 21 for the relevant
maturity profile of these leases.
16.2 Financial liabilities: Bank guarantees and surety bonds
The Group has surety bond facilities of $7,000K (2020: $7,000K). At 31 December 2021 bonds valued at
$50K had been issued (2020: $1,583K). The bond premium rate is 1.5% per annum on the face value of each
bond.
As at 31 December 2021 Tempo had bank guarantees issued of $54K (2020: $286K) which were secured by
term deposits. Corresponding term deposits of $54K (2020: $286K) are recorded in other receivables (refer
Note 9).
16.3 Fair values
The carrying value of all current financial assets and liabilities approximates the fair value largely due to the
short-term maturity of these instruments. Lease liabilities are recognised at a discount value implicit in the
leases (refer Note 21).
Set out below is a comparison of the carrying amounts and fair values of the Group’s financial instruments,
other than those with carrying amounts that are reasonable approximations of fair values:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
38
Carrying
amount
$'000
Fair value
$'000
Carrying
amount
$'000
Fair value
$'000
Non-current interest-bearing loans and borrowings
204
207
1,250
1,290
Obligations under finance leases (Note 21)
204
207
1,250
1,290
Consolidated entity
2021
2020
The fair value of obligations under leases is estimated by discounting future cash flows using rates currently
available for debt on similar terms, credit risk and remaining maturities. The valuation requires
management to use unobservable inputs in the model, of which the significant unobservable inputs are
disclosed in the tables below. Management regularly assesses a range of reasonably possible alternatives
for those significant unobservable inputs and determines their impact on the total fair value.
Changes in liabilities arising from financing activities
1-Jan-21
$'000
Cash
flows
$'000
New
Leases
$'000
Others
$'000
31-Dec-21
$'000
Current interest-bearing loans and borrowings
(excluding items listed below)
91
(1,083)
-
1,250
258
Current obligations under leases
943
(957)
-
610
596
Non-current obligations under leases
1,250
(49)
-
(997)
204
Total liabilities from financing activities
2,284
(2,089)
-
863
1,058
1-Jan-20
$'000
Cash
flows
$'000
New
Leases
$'000
Others
$'000
31-Dec-20
$'000
Current interest-bearing loans and borrowings
(excluding items listed below)
247
(417)
-
261
91
Current obligations under leases
1,038
(1,180)
128
957
943
Non-current obligations under leases
1,948
(49)
309
(958)
1,250
Total liabilities from financing activities
3,233
(1,646)
437
260
2,284
Consolidated entity
Consolidated entity
The ‘Other’ column includes the reclassification of non-current portion of interest-bearing loans and
borrowings (finance leases) to current due to the passage of time.
16.4 Financial instruments risk management objectives and policies
The Group’s principal liabilities comprise loans and borrowings and trade and other payables. The main
purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial
assets include trade receivables and cash and short-term deposits that derive directly from its operations.
The Group has determined that there is no material market, credit, liquidity, or interest risk in relation to
the cash or other receivables held in deposits.
The Group is exposed to market risk, credit risk and liquidity risk. Interest rate risks are not considered as
significant. The Group’s senior management oversees the management of these risks under the policies
approved by the Risk, HSE and Commercial Committee and the Board.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
39
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market price. Market risk comprises three types of risk, interest rate risk, foreign currency risk
and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market
risk include loans and borrowings, deposits and debt.
The sensitivity analysis in the following sections relate to the position as of 31 December in 2021 and 2020.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Group’s long-term debt is secured with fixed interest rates.
All long-term deposits have variable interest rates. As a result, the Board believes there is no material
interest rate risk.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates. The Group’s has minimal to this risk profile.
Other price risk
The Group does not have any equity instruments or commodity risk exposure.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities
(primarily trade receivables) and from its financing activities, including deposits with reputable banks and
financial institutions.
Credit quality of a customer is assessed prior to engagement. Outstanding customer receivables are
regularly monitored. At 31 December 2021 the Group had 2 customers (2020: 2) that owed the Group more
than $200K each and accounted for approximately 71% (2020: 64%) of all receivables. There was 1 customer
(2020: 1) with a balance over $500K accounting for 46% of all receivables (2020: 48%) of the total
receivables balance.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected
credit losses (“ECL”). The provision rates are based on days past due for groupings of various customer
segments with similar loss patterns. The calculation reflects the probability-weighted outcome, the time
value of money and reasonable and supportable information that is available at the reporting date about
past events, current conditions, and forecasts of future economic conditions. Generally, trade receivables
are written-off if past due for more than one year and are not subject to enforcement activity. The
maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets
disclosed in Note 9. The Group does not hold collateral as security. The Group evaluates the concentration
risk with respect to trade receivables as low, as its customers are located within several industries and
operate in largely independent markets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
40
The customers are grouped into four different categories:
2021
$'000
Risk Assessment
2020
$'000
Listed public companies
1,749
Very Low
1,631
Government departments/agencies
412
Very Low
313
Not for profit organisations
-
Very Low
-
Commercial businesses
254
Very Low
331
Total trade receivables
2,415
2,275
Consolidated entity
Historically the Group’s ECL has been extremely low. Impairment charges over the 5 years 2017 to 2021
inclusive averages to 1.58% of the total trade receivables per year.
Set out below is the information about the credit risk exposure on the Groups trade receivables and
contract assets using a provision matrix:
Contract
assets
0-30 Days
31-60 Days 61-90 Days
>91 Days
Total
$'000
$'000
$'000
$'000
$'000
$'000
Expected credit loss rate
0.00%
0.00%
0.00%
0.00%
42.37%
1.60%
Total gross carrying amount
716
1,319
882
96
118
3,131
Expected credit loss
-
-
-
-
50
50
Total ECL Provision
-
-
-
-
50
50
Contract
assets
0-30 Days
31-60 Days 61-90 Days
>91 Days
Total
$'000
$'000
$'000
$'000
$'000
$'000
Expected credit loss rate
0.00%
0.00%
0.00%
0.00%
60.89%
2.46%
Total gross carrying amount
2,163
1,191
732
173
179
4,438
Expected credit loss
-
-
-
-
109
109
Total ECL Provision
-
-
-
-
109
109
Consolidated entity
31 December 2021
31 December 2020
Consolidated entity
Liquidity Risk
Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets
(mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when
they become due and payable.
The consolidated entity 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
41
17
Provisions
2021
$'000
2020
$'000
Current provisions
Employee benefits
949
942
Total current provisions
949
942
Non-current provisions
Employee benefits
197
79
Total Non-current provisions
197
79
Total provisions
1,146
1,021
Consolidated entity
Employee benefits
Provision for employee benefits represents amounts accrued for annual leave, rostered days off, staff
retentions and long service leave.
2021
$'000
2020
$'000
Carrying amount at the beginning of period
1,021
923
Additional provision made
567
516
Amounts used
(442)
(418)
Total employee benefits provisions
1,146
1,021
Consolidated entity
18
Contributed equity
Note
2021
$'000
2020
$'000
Ordinary shares fully paid
18 (a)
84,949
84,842
84,949
84,842
Consolidated entity
18 (a) Ordinary Shares
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Movements in ordinary shares
# of shares
$'000
# of shares
$'000
Balance as at the beginning of the year
362,635,506
84,842
342,535,506
84,056
Shares issued – proceeds received
1,500,000
107
20,100,000
804
Costs of share issue
-
-
-
(18)
Release of other contributed equity
-
-
-
-
Balance as at the end of the year
364,135,506
84,949
362,635,506
84,842
Consolidated entity
2020
Consolidated entity
2021
18 (b) Share based payments reserve
The share-based payments reserve is used to recognise the value of equity-settled share-based payments
provided to employees, including key management personnel, as part of their remuneration. Refer to Note
27 for further details of the plan.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
42
2021
$'000
2020
$'000
Balance as at the beginning of the year
1,634
2,042
Share-based payments
654
54
Performance Share Cancelled
-
-
Reversal of unvested options
(68)
(462)
Tax effect relating to share-based payments
-
-
2,220
1,634
Balance as at the end of the year
18 (c) Capital risk management
For the purpose of the Group’s capital management, capital includes issued capital, and all other equity
reserves attributable to the equity holders of the parent. The primary objective of the Group’s capital
management is to maximise the shareholder value. The Group’s objectives when managing capital is to
safeguard its ability to continue as a going concern, so it can provide returns for shareholders and benefits
for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. In order
to maintain or adjust the capital structure, the consolidated entity may adjust the dividends paid to
shareholders or issue new shares. The consolidated entity’s capital risk management policy remains
unchanged from the Annual Report for the year ended 31 December 2020.
19
Cash flow reconciliation
2021
$'000
2020
$'000
Reconciliations of the net loss after tax to the net cash flows from operating
activities
Net Profit/(Loss)
(4,219)
229
Non-operating cash items
Depreciation
847
1,160
Amortisation
-
-
Impairment of intangible and tangible assets
-
-
Provisions for expected credit losses
(4)
120
(Profit)/loss on sale of assets
(63)
49
ESOP,option and performance rights expenses
761
(12)
Gain on settlement of contingent consideration fro KP Electric acqusition
-
-
Changes in assets and liabilities
Trade and other receivables and contract assets
1,561
4,496
Inventories
-
339
Other assets
(253)
37
Trade and other payables
(18)
(5,863)
Provisions
125
94
Deferred tax assets
-
-
Net Operating cash inflows/(outflows)
(1,263)
649
Consolidated entity
20
Profit / (Loss) per share
Basic profit/(loss) per share is calculated by dividing the profit/loss for the year attributable to ordinary
equity holders of the parent by the weighted average number of the ordinary shares outstanding during
the year.
There were no options outstanding at the end of 2021 (2020: Nil) (further details are given in Note 27).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
43
The following table reflects the loss and share data used in the basic EPS calculations:
2021
$'000
2020
$'000
The following reflects the profit/(loss) and share data used in the calculations of
basic and diluted profit/(loss) per share
Net profit/(loss) after tax
(4,219)
229
Profit/(loss) used in calculating basic and diluted profit/(loss) per share
(4,219)
229
Weighted average number of ordinary shares used in calculating basic loss per
share
362,898,520 362,635,506
Effect of dilutive securities
Share options
-
-
Adjusted weighted average number of ordinary shares used in calculating
diluted earnings per share
362,898,520 362,635,506
Consolidated entity
There have been no transactions involving ordinary shares between the reporting date and date of
completion of these financial statements.
21
Lease expenditure commitments
2021
$'000
2020
$'000
Depreciation charge for right-of-use assets:
- Motor vehicles
617
651
- Property
11
195
Additions to right-of-use assets:
- Motor vehicles
-
437
Carrying value of right-of-use assets:
- Motor vehicles
506
1,123
- Property
-
11
Interest expense on lease liabilities
50
94
Total cash outflow for leases
1,476
1,359
Consolidated entity
Lease commitments
The Group has leases for various items of plant and machinery. The Group’s obligations under leases are
secured by the lessor’s title to the leased assets. Future minimum lease payments under leases and hire
purchase contracts, together with the present value of the net minimum lease payments are, as follows:
Minimum
Payments
$'000
Present value
of Payment
$'000
Minimum
Payments
$'000
Present value
of Payment
$'000
Within one year
621
596
1,027
944
After one year but not more than five years
207
204
1,290
1,250
More than five years
-
-
-
-
Total minimum lease payments
800
2,195
Less amounts representing finance charges
(28)
(119)
Present value of minimum lease payments
800
772
2,193
2,076
2021
2020
Consolidated entity
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
44
22
Capital Commitments
The entity had no capital commitments as at 31 December 2021 (2020: Nil)
23
Group information
Information about subsidiaries
The consolidated financial statements of the Group include:
Country of
Incorporation
2021
2020
Tempo Resources Solutions Pty Ltd
Australia
100%
100%
Tempo Engineering Pty Ltd
Australia
100%
100%
Cablelogic Pty Ltd
Australia
100%
100%
Tempo Construction & Maintenance Pty Ltd
Australia
100%
100%
Tempo Personnel Management Pty Ltd*
Australia
100%
100%
Tempo Global Pty Ltd
Australia
100%
100%
KP Electric (Australia) Pty Ltd
Australia
100%
100%
Consolidated entity
* The company Name for Tempo Personnel Management Pty Ltd had been changed to GreenHy2 Pty Ltd on 25th
January 2022.
The immediate and ultimate holding company of the Group is Tempo Australia Ltd which is based and listed
in Australia.
24
Related party disclosures
Note 23 provides information about the Group’s structure, including details of the subsidiaries and the
holding company. The following table provides the total amount of transactions that have been entered
into with related parties for the relevant year.
Purchases from
related parties
2021
$'000
Purchases from
related parties
2020
$'000
Angophora Capital Pty Ltd
105
144
D&T Superannuation Pty Ltd
-
-
Sadsacks Holding Pty Ltd
-
-
CLR Consulting Pty Ltd
52
42
Consolidated entity
Each of the above entities is considered to be a related party due to common directorships between them
and the Group. The balances relate to director fee. Outstanding balances $10K for Angophora Capital Pty
Ltd and $4K for CLR Consulting Pty Ltd related to director fees at the year-end, which are unsecured and
interest free.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
45
Compensation of key management personnel of the Group
2021
$'000
2020
$'000
Short-term employee benefits
1,251
834
Post-employment benefits
80
52
Termination benefits
113
41
Share-based payment
707
(408)
2,151
519
Consolidated entity
Total benefits
25
Business combinations
There were no business acquisitions in 2021 and 2020.
26
Parent company information
2021
$'000
2020
$'000
Loss after income tax
-
-
Total comprehensive loss
-
-
Total current assets
3,502
7,075
Total assets
4,337
7,930
Total current liabilities
7,131
11,503
Total liabilities
7,167
11,521
Equity
Contributed equity
83,500
83,393
Share based payment reserve
1,962
1,376
Accumulated losses
(88,292)
(88,360)
Total equity
(2,830)
(3,591)
Contingencies
The parent entity had no contingent liabilities as at 31 December 2021 (2020: Nil).
Capital Commitments
The parent entity had no contingent liabilities as at 31 December 2021 (2020: Nil).
27
Share based payments
An Employee Share Incentive Right Plan (ESIRP) was established by Tempo and approved by shareholders
at the general meeting held in May 2013 and renewed at the general meeting held on 30 April 2019. Under
the ESIRP Tempo may grant options and/or performance rights over ordinary shares in the parent entity to
certain employees of Tempo. The options and/or performance rights are issued for nil consideration and
are granted in accordance with guidelines established by the ESIRP.
The expense recognised for employee services received during the year was $761K (2020: $54K). $68K had
been backed out to retain earning during the year 2021, due to the cancellation of Performance Share.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
46
Movements during the year
The following tables illustrates the number and weighted average exercise prices (WAEP) of, and
movements in, share options and performance rights during the year.
Performance rights granted during the year are valued with reference to the share price at the grant date.
Performance rights
# of shares
WAEP
# of shares
WAEP
Outstanding as 1 January
19,900,000
-
26,000,000
-
Granted during the year
25,003,945
-
5,900,000
-
Exercised during the year
(1,500,000)
-
-
-
Forfeited during the year
-
-
-
-
Cancelled Prior year Performance rights
(17,100,000)
- (12,000,000)
-
Outstanding at 31 December
26,303,945
-
19,900,000
-
Consolidated entity
2021
Consolidated entity
2020
28
Auditors’ remuneration
The auditor of Tempo is PKF (NS) Audit & Assurance Ltd Partnership since 31 December 19.
2021
$
2020
$
Audit or review of the financial reports
Entities associated with PKF (NS) Audit & Assurance Ltd Partnership¹
80,778
76,500
Total
80,778
76,500
Consolidated entity
1.
PKF (NS) Audit & Assurance Ltd Partnership were paid $32,750 for consulting service provided during the year 2021
(2020: $61,500)
29
Post balance sheet events
There were no post balance date material events.
30
Contingencies
The consolidated entity has no contingent assets or liabilities as at 31 December 2021 (2020: Nil).
DIRECTORS’ DECLARATION
47
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 31 DECEMBER 2021
The Directors declare that the financial statements and notes are in accordance with the Corporations Act
2001 and:
a.
Comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements.
b.
Give a true and fair view of the financial position of the consolidated entity as at 31 December 2021
and of its performance as represented by the results of their operations and its cash flows, for the year
ended on that date; and
c.
Comply with International Financial Reporting Standards as issued by the International Accounting
Standards Board.
In the opinion of the Directors, there are reasonable grounds to believe Tempo 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.
This declaration is made in accordance with a Resolution of the Directors.
William Howard
Executive Director, Chief Financial Officer and Company Secretary
Sydney
Date: 29 March 2022
INDEPENDENT AUDITOR’S REPORT
48
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
49
INDEPENDENT AUDITOR’S REPORT
50
INDEPENDENT AUDITOR’S REPORT
51
ADDITIONAL INFORMATION REQUIRED BY ASX
52
ADDITIONAL INFORMATION REQUIRED BY ASX
CORPORATE GOVERNANCE STATEMENT
The purpose of Tempo is to deliver to clients in the industrial and commercial sectors specialist
multidisciplinary maintenance and construction services, which protect and enhance their investments,
without ever compromising on our values. Whilst doing this the Board is committed to providing a
satisfactory return to its shareholders and fulfilling its corporate governance obligations and responsibilities
in the best interests of Tempo and its shareholders. Good governance enables Tempo to deliver this
purpose whilst meeting the Board’s intent. The governance structures and processes are defined in
Tempo’s Corporate Governance Statement which can be found at https://www.tempoaust.com/corporate.
SHAREHOLDER INFORMATION
The information below is current at 23 March 2022, and includes additional information required by the
Australian Securities Exchange Limited which is not shown elsewhere in this report.
SECURITIES EXCHANGE LISTING
Quotation has been granted for all the ordinary shares of Tempo on all Member Exchanges of the Australian
Securities Exchange Limited
DISTRIBUTION OF SHAREHOLDERS
The number of shareholders, by size of holding, in each class of share is:
Category
(Size of holding)
Number of ordinary
shareholders
Number of ordinary
shares
% of issued capital
100,001 and Over
170
352,543,957
96.82
10,001 to 100,000
255
9,880,777
2.71
5,001 to 10,000
99
776,858
0.21
1,001 to 5,000
245
857,392
0.24
1 to 1,000
247
76,522
0.02
Total
1,016
364,135,506
100.00
VOTING RIGHTS
On show of hands: one vote for each member on poll: one vote for each share held.
SUBSTANTIAL SHAREHOLDERS
The names of substantial shareholders disclosed in substantial holding notices given to Tempo are:
Name
Number of ordinary
shares
% of issued capital
ANGOPHORA CAPITAL PTY LTD
83,322,371
22.88
ANTHONY BARTON & ASSOCIATES
45,000,000
12.36
BONTEMPO NOMINEES PTY LTD
42,271,632
11.61
DR PAUL JOSEPH DALGLEISH & ASSOCIATES
36,479,871
10.02
ADDITIONAL INFORMATION REQUIRED BY ASX
53
TOP 20 SHAREHOLDERS
Rank Name
Number of ordinary
shares
% of issued
capital
1
ANGOPHORA CAPITAL PTY LTD
83,322,371
22.88
2
ANTHONY BARTON & ASSOCIATES
45,000,000
12.36
3
BONTEMPO NOMINEES PTY LTD
42,271,632
11.61
4
DR PAUL JOSEPH DALGLEISH & ASSOCIATES
36,479,871
10.02
5
ZERO NOMINEES PTY LTD
20,000,000
5.49
6
MR ANTHONY PETER BARTON & MRS CORINNE HEATHER
9,101,545
2.50
7
OAKTONE NOMINEES PTY LTD
9,060,034
2.49
8
CITICORP NOMINEES PTY LIMITED
5,428,727
1.49
9
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
4,198,038
1.15
10
KAHLIA NOMINEES PTY LTD
4,000,000
1.10
10
GDM SERVICES PTY LTD
4,000,000
1.10
11
MISS SILVANA MASALKOVSKI
3,548,086
0.97
12
MRS ROBYN TANIA PIGNAT
3,500,005
0.96
13
SADSACKS PTY LTD
3,324,246
0.91
14
MR PAUL SANTILLO
3,100,000
0.85
15
MORGRAE PTY LTD
3,000,000
0.82
16
CHEMBANK PTY LIMITED
2,800,000
0.77
17
IMPULSE TRADING CO PTY LTD
2,500,000
0.69
18
MR ALEXANDER KING
2,332,500
0.64
19
MR ANTONIO SCAFFIDI & MRS MARIA SCAFFIDI
2,030,000
0.56
20
SUPER RAB PTY LTD
2,000,000
0.55
20
MR MASSIMO BERGOMI
2,000,000
0.55
20
L & E FISHER NOMINEES PTY LTD
2,000,000
0.55
20
CHEMCO SUPERANNUATION FUND PTY LTD
2,000,000
0.55
Total
296,997,055
81.56
Balance of register
67,138,451
18.44
Grand total
364,135,506
100
CORPORATE DIRECTORY
54
CORPORATE DIRECTORY
DIRECTORS
Guido Belgiorno-Nettis
Non-Executive Chairman
William Howard
Executive Director, Chief Financial Officer and Company Secretary
Charles Rottier
Non-Executive Director
Paul Dalgleish
Managing Director (Appointed on 09 February 2022)
Christopher Cook
Alternate Non-Executive Director for Guido Belgiorno-Nettis
(Resigned as Non-Executive Director and stay Alternate Non-
Executive Director on 9 February 2022)
LEADERSHIP TEAM
Paul Dalgleish
Chief Executive Officer (Ceased on 09 February 2022)
John Cuffe
Executive General Manager TAMS
STOCK EXCHANGE LISTING
Tempo’s shares are quoted on the Australian Stock Exchange under the code TPP.
REGISTERED OFFICE
c/o Company Matters Pty Limited
Level 12, 680 George Street
Sydney NSW 2000
PRINCIPAL PLACE OF BUSINESS
Level 12, 680 George Street
Sydney NSW 2000
+61 (2) 7253 3500
info@tempoaust.com
www.tempoaust.com
POSTAL ADDRESS
73A Burrows Road
Alexandria NSW 2015
AUDITOR
PKF (NS) Audit & Assurance Ltd
Partnership
Level 8, 1 O'Connell St
Sydney NSW, 2000
+61 02 8346 6000
www.pkf.com.au
SHARE REGISTRY
Link Market Services
QV1, Level 12
250 St Georges Terrace
Perth WA 6000
+61 1300 554 474
www.linkmarketservices.com.au