4DS MEMORY LIMITED
and Controlled Entities
ACN: 145 590 110
Annual Financial Report
For the year ended 30 June 2016
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
CONTENTS
Corporate Directory ....................................................................................................................................................... 2
Directors’ Report ............................................................................................................................................................ 3
Auditor’s Independence Declaration ............................................................................................................................ 19
Consolidated Statement of Profit or Loss and Other Comprehensive Income ............................................................. 20
Consolidated Statement of Financial Position ............................................................................................................. 21
Consolidated Statement of Changes in Equity ............................................................................................................ 22
Consolidated Statement of Cash Flows ....................................................................................................................... 23
Notes to the Financial Statements ............................................................................................................................... 24
Directors’ Declaration .................................................................................................................................................. 57
Independent Auditors’ Report ...................................................................................................................................... 58
Corporate Governance Statement ............................................................................................................................... 60
Additional Shareholder Information ............................................................................................................................. 67
1
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
CORPORATE DIRECTORY
4DS Memory Limited
Directors
Mr James Dorrian
Dr Guido Arnout
Mr Howard Digby
Mr David McAuliffe
Non-executive Chairman
Chief Executive Officer and Managing Director
Non-executive Director
Non-executive Director
Company Secretary
Mr Peter Webse
Registered and Principal Office
Level 2, 50 Kings Park Road
West Perth WA 6005
Tel: +61 8 6377 8043
Email: info@4dsmemory.com
Website
www.4dsmemory.com
Share Registry
Automic Share Registry
Suite 1A, Level 1
7 Ventnor Avenue
West Perth WA 6005
Auditors
PKF Mack Chartered Accountants
Level 4, 35-37 Havelock Street,
West Perth WA 6005
Solicitors
GTP Legal
68 Aberdeen Street
Northbridge WA 6003
Securities Exchange Listing
Australian Securities Exchange
Home Exchange: Perth, Western Australia
Code: 4DS
2
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
The Directors of 4DS Memory Limited (“the Company”) (“4DS Memory”) and its controlled entities (“the Group” or
“Consolidated Group”) submit the following report for the year ended 30 June 2016 (“Financial Period”).
The Board currently comprises the following Directors appointed 7 December 2015:
Mr James Dorrian
Dr Guido Arnout
Mr Howard Digby
Mr David McAuliffe
Non-executive Chairman
Chief Executive Officer and Managing Director
Non-executive Director
Non-executive Director
The following directors retired from the Board effective 7 December 2015:
Mr Riccardo Vittino
Mr Peter Webse
Mr Tim Grice
Non-executive Director
Non-executive Director
Non-executive Director
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
Qualifications, Experience and Special Responsibilities of Directors
Mr James Dorrian
Qualifications
Experience
-
-
-
Non-Executive Chairman
BA (Economics and Communications)
Mr Dorrian is former partner at Crosspoint Venture Partners, a Silicon Valley based
early stage venture capital firm. He has served as both CEO and director of several
Silicon Valley companies and has in depth M&A and IPO experience gained
through founding and managing successful technology exits. Prior to these roles,
Mr Dorrian was the Founder and CEO of Arbor Software and has held management
roles with a number of multinational IT companies. He is a founding member of the
OLAP Council, an industry consortium for On-Line Analytical Processing.
Directorships held in other
listed entities
-
Nil
Dr Guido Arnout
Qualifications
Experience
-
-
-
Chief Executive Officer and Managing Director
PhD Electrical Engineering
Dr Arnout has specific expertise with over 30 years in commercialising electronics
technology from concept to product. He was the founding President & CEO of
PowerEscape, which introduced the first tools for the development of low-power
software executing on multicore devices. He was also founding President & CEO of
CoWare, which pioneered system-level design tools for hardware-software co-
design and the time-based licensing business model. Dr Arnout co-founded the
Open SystemC Initiative (OSCI), an industry consortium to standardise a language
for system level design, and as its President submitted the SystemC language to
IEEE. He served as VP of Engineering and later senior VP of marketing of
CrossCheck Technology. He co-founded and later became VP of Engineering of
Silvar-Lisco, the first commercial EDA (electronic design automation).
Directorships held in other
listed entities
-
Nil
3
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Mr Howard Digby
Qualifications
Experience
-
-
-
Non-executive Director
BE (Mechanical, Hons)
Mr Digby started his career at IBM and has spent over 25 years managing
technology related businesses across the Asia Pacific region, of which 12 years
were spent in Hong Kong. More recently, he was with The Economist Group as
Regional Managing Director. Prior to this he held senior management roles at
Adobe and Gartner where his clients included major semiconductor players
including Samsung, Hynix and TSMC.
Directorships held in other
listed entities
-
Non-executive Director of Estrella Resources (ASX: ESR) and currently an advisor
to geospatial imagery company Spookfish (ASX: SFI). Directorships held in other
listed entities in the last three years — Dimerix Bioscience Limited (January 2013 to
November 2015) and Cynata Therapeutics Limited (May 2012 to November 2014).
Mr David McAuliffe
Qualifications
Experience
Directorships held in other
listed entities
Mr Riccardo Vittino
Qualifications
Experience
-
-
-
-
-
-
-
Non-executive Director
LLB (Hons), BPharm
Mr McAuliffe is an experienced company director and entrepreneur who has had
over 20 years’ experience, mostly in the international biotechnology field. During
that time, he was involved in numerous capital raisings and in licensing of
technologies. He is a founder of several companies in Australia, France and the
United Kingdom, many of which have become public companies. He is President of
the Dyslexia-Speld Foundation WA (Inc).
Directorships held in other listed entities in the last three years — Oncosil Medical
Limited (November 2011 to September 2013) and AO Energy Limited (August 2013
to November 2013).
Non-executive Director (Resigned 7 December 2015)
BCom (UWA), FAICD
Mr Vittino has over 25 years’ experience in the resources sector with a focus on
corporate and financial management. He graduated from the University of Western
Australia with a Bachelor of Commerce degree in 1985 and began his career in the
mining industry in 1988 as Company Secretary for Helix Resources Ltd. During his
18-year tenure at Helix, Mr Vittino was involved with various IPOs and Joint Ventures
both local and International. He left Helix in 2006 as CEO to pursue a role in South
Africa as Finance Director of Central Rand Gold Ltd. He was responsible for
overseeing Central Rand Gold’s listing on the Main Board of the LSE and the JSE in
2007 and subsequent progress to pre-feasibility and commencement of trial mining.
Mr Vittino returned to Perth in 2008 to focus on personal interests. He has held
numerous non-executive Director roles including Diamond Ventures NL and Platinum
Australia Ltd. He is a Fellow of the Australian Institute of Company Directors.
Directorships held in other
listed entities
-
Directorship held in Credo Resources Ltd (resigned January 2016)
4
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Mr Peter Webse
Qualifications
Experience
Directorships held in other
listed entities
Mr Tim Grice
Qualifications
Experience
-
-
-
-
-
-
-
Non-executive Director (Resigned 7 December 2015)
BBus, FGIA, FCIS, FCPA, MAICD
Mr Webse has over 24 years' company secretarial experience and is the Managing
Director of Platinum Corporate Secretariat Pty Ltd, a company specialising in
providing company secretarial, corporate governance and corporate advisory
services.
Mr Webse is currently a director of Cynata Therapeutics Limited. Other Directorships
held in other listed entities in the last three years - Blina Minerals Limited (12 January
2012 – 18 February 2014), Sun Biomedical Limited (22 January 2013 – 3 July 2015)
Non-executive Director (Resigned 7 December 2015)
Nil
Mr Grice has a broad range of experience in capital markets where he has worked
for 29 years. He has held a number of senior adviser positions at national and
international stockbroking companies including Bell Potter, UBS and Merrill Lynch
and been involved in raising capital for many emerging companies in mining and
technology.
Directorships held in other
listed entities
-
Nil
Interests in the shares and options of the Company
As at the date of this report, the interests of the Directors in the shares and options of 4DS Memory Limited were:
30 June 2016
Shareholdings at 30 June 2016
Shareholdings at date of Directors’ report
Mr James
Dorrian
Dr Guido
Arnout
Mr Howard
Digby
Mr David
McAuliffe
Non-Executive
Chairman
Chief Executive
Officer and
Managing Director
Non-Executive
Director
Non-Executive
Director
Company Secretary
Mr Peter Webse
Qualifications
Experience
-
-
Number of
Ordinary
Shares
Number of
Options
over
Ordinary
Shares
Performance
Shares
Number of
Ordinary
Shares
Number of
Options
over
Ordinary
Shares
Performance
Shares
35,045,806
-
6,533,962
35,045,806
-
6,533,962
1,617,394
36,458,333
301,548
1,617,394
36,458,333
301,548
3,966,715
10,840,825
-
-
-
3,966,715
156,763
11,540,825
-
-
-
156,763
BBus, FGIA, FCIS, FCPA, MAICD
Mr Webse has over 25 years' company secretarial experience and is the Managing
Director of Platinum Corporate Secretariat Pty Ltd, a company specialising in
providing company secretarial, corporate governance and corporate advisory
services.
5
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Principal Activities
The principal activity of the consolidated group during the year was the development of resistive random access
memory (“ReRAM”), an emerging non-volatile memory.
In collaboration with HGST, a subsidiary of Western Digital Corporation (NASDAQ: WDC), 4DS Memory is developing
a unique, patented, non-filamentary ReRAM well suited for gigabyte (“GB”) silicon storage at smaller geometries, using
less power with increased reliability and performance when compared to traditional data storage, such as NAND Flash
(“Flash”).
4DS has research and development facilities located in Fremont in Silicon Valley, United States.
Operating Results
The loss of the Consolidated Group after providing for income tax amounted to $11,741,689 (2015: $1,304,852 Loss).
Review of Operations
4D-S Pty Limited
As detailed further in Financial Position and Significant Changes in the State of Affairs, 4DS Memory Limited (formerly
Fitzroy Resources Limited) successfully acquired 4D-S and completed a capital raising via Public Offering in December
2015. The Company was relisted on the Australian Securities Exchange (“ASX”) on 17 December 2015 after re-
complying with Chapters 1 and 2 of the ASX Listing Rules.
For the year ended 30 June 2016, 4DS Memory made significant progress in the development of non-filamentary
ReRAM with the consistent achievement of key strategic and technical milestones.
Operational Highlights
- Renewed joint development agreement with Western Digital Corporation subsidiary HGST for 12 months
- Produced viable 50nm ReRAM cells, in line with 3D Flash production geometries
- Accelerated the endurance testing process with a new customised test station, operational since mid-June
- Continued improvements to the core intellectual property on time and within budget
- Received a 16th US patent providing further protection of 4DS Memory non-filamentary ReRAM to 2029
- Raised $2.75 million through a Public Offering and listed on the ASX on 17 December 2015
At the end of the Financial Period, HGST, a subsidiary of Western Digital Corporation, the leader in digital storage,
renewed a 12-month joint development agreement (“JDA”) with 4DS Memory.
The Directors consider this renewal an important milestone for 4DS Memory in developing next generation memory
solutions.
The collaboration with HGST, which commenced in July 2014, accelerates the evolution of non-filamentary ReRAM
with the goal of optimising the 4DS Memory technology for the mobile and cloud GB silicon storage market.
The engagement enables 4DS Memory to demonstrate the necessary data to prove the value of its IP and the viability
of the technology for GB silicon storage without incurring the expense of fabricating fully functional GB ReRAM
prototypes.
In February 2016, during the second year of the JDA, 4DS achieved a ground breaking milestone demonstrating a
scalable non-filamentary ReRAM cell at a 50 nm lithography, and in line with 3D Flash production geometries.
A new test station, which provides 4DS Memory with the ability to test cycling endurance 10 times faster than with off-
the-shelf test equipment, has been operational since mid-June.
6
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
During the period, 4DS Memory made continued improvements, on schedule and within budget, to the core intellectual
property of its memory cell technology.
The Company’s intellectual property portfolio was strengthened by the addition of the 16th US patent, specifically
relating to a heterojunction resistive memory device in conjunction with a thin-film access device.
The patent portfolio is based on wholly-owned, in-house developed, intellectual property created during the past ten
years and contains both ReRAM cell patents and PCMO deposition patents. An additional seven patent applications
are in various stages of review at the United States Patent and Trademark Office.
This most recent patent granted is essential for the commercialisation of 3D stacked ReRAMs and offers patent
protection to 2029.
In December 2015, 4DS Memory raised $2.75 million through a successful oversubscribed Public Offering,
demonstrating investor appetite for the patented and unique technology being pioneered by the Company.
Chief Executive Officer and Managing Director, Dr Guido Arnout said “4DS Memory is addressing the fastest growing
segment of the global memory market. In 2020, emerging non-volatile memory is predicted to be a US$7 billion market.
“With breakthrough technology for next generation GB silicon storage, combined with the expectation of achieving
future development goals and underpinned by a strategic partnership with a global leader in digital storage, 4DS
Memory is well positioned to meet the needs of a growing multi-billion-dollar market.”
Exploration Activities
During the financial period, 4DS Memory Limited announced that, in light of difficult market conditions in the mining and
exploration sector, it had withdrawn from the US coking coal sector, with the Company’s US based subsidiaries
subsequently being wound up in October 2015.
No fieldwork was undertaken on the Glentanna asset during the Financial Period and on 8 February 2016 the tenement
was surrendered. Due to a change in focus all exploration assets were fully impaired at 31 December 2015.
At 30 June 2016 the Group retained a 49% interest in the Rookwood asset, with the joint venture being operated by
Zenith Minerals Limited, which holds a 51% interest.
Financial Position and Significant Changes in the State of Affairs
The net assets of the Consolidated Group totalled $1,293,946 (2015: $1,063,182 net asset deficient). The loss for the
year was $11,741,689 (2015: $1,304,852 loss). Cash on hand at 30 June 2016 totalled $1,243,487 (2015: $9,106).
The following significant changes in the state of affairs of the Group occurred during the Financial Period:
On 13 August 2015, 4DS Memory Limited (the Fitzroy Resources Ltd) announced the execution of the Bid
Implementation Agreement, setting out a proposal to acquire all of the issued securities in 4D-S Pty Limited (4D-S) by
way of off-market takeover offers and private treaty offers. In conjunction with the acquisition, the Company announced
it would raise up to $2.75million (before costs).
The acquisition of 4D-S and the capital raising were completed in December 2015 at which time the Company changed
its Board to reflect the new business direction. The Company was relisted on the ASX on 17 December 2015 after re-
complying with Chapters 1 and 2 of the ASX Listing Rules.
Total consideration for all classes of 4D-S securities was 385,603,642 4DS Memory shares, 67,604,019 performance
shares and 36,458,333 unlisted options each with an exercise price of $0.02 and an expiry date of 30 June 2020. The
performance shares convert into 4DS Memory shares upon the Company announcing that a suitable independent
expert has delivered a report to the Company confirming that 4D-S has achieved endurance consistency.
7
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Dividends Paid or Recommended
No dividend has been declared or paid by the Company. The Directors do not recommend the payment of a dividend.
After Reporting Date Events
4DS Memory Limited was placed into a trading halt on 1 July 2016 pending the finalisation of a material announcement
in relation to a joint development agreement.
On 4 July 2016, 4DS Memory Limited announced it has agreed to a 12-month renewal of a joint development
agreement with HGST, a subsidiary of Western Digital Corporation.
There have been no other matters of significance since reporting date.
Future Developments, Prospects and Business Strategies
Over the next three months, 4DS Memory is working towards the objectives of measuring cell endurance yield at small
geometries, completing the performance milestone which relates to cycling endurance and demonstrating viable
scalability below 50nm.
4DS will concentrate on refinements to the fabrication process to further optimise cycling endurance, data retention
and access speed, and to demonstrate the viability of its technology for gigabyte silicon storage.
Environmental Regulation and Performance
The Company is subject to the environmental regulations under legislation of the Commonwealth of Australia. The
Company aims to comply with the identified regulatory requirements in each jurisdiction in which it operates. There
have been no known material breaches of the environmental regulations.
Share Options
Unissued shares
At the date of this report, the unissued ordinary shares of 4DS Memory Limited under option are as follows
Grant Date
Expiry Date
Exercise Price
Number under option
11 May 2015
10 May 2018
26 June 2015
25 June 2018
10 December 2015
30 June 2020
10 December 2015
30 June 2020
18 December 2015
30 June 2020
$0.024
$0.042
$0.02
$0.05
$0.05
26,666,668
3,000,000
36,458,333
30,000,000
10,000,000
106,125,001
Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any
related body corporate.
8
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Shares issued as a result of the exercise of options
During the period, no shares have been issued as a result of the exercise of options.
Indemnification and Insurance of Directors and Officers
Indemnification
The Company indemnifies each of its Directors, Officers and Company Secretary. The Company indemnifies each
Director or Officer to the maximum extent permitted by the Corporations Act 2001 from liability to third parties, except
where the liability arises out of conduct involving lack of good faith, and in defending legal and administrative
proceedings and applications for such proceedings.
The Company must use its best endeavours to insure a Director or Officer against any liability, which does not arise
out of conduct constituting a wilful breach of duty or a contravention of the Corporations Act 2001. The Company must
also use its best endeavours to insure a Director or Officer against liability for costs and expenses incurred in defending
proceedings whether civil or criminal.
The Company has not entered into any agreement with its current auditors indemnifying them against any claims by
third parties arising from their report on the financial report.
Insurance premiums
During the year the Company paid insurance premiums to insure directors and officers against certain liabilities arising
out of their conduct while acting as an officer of the Group. Under the terms and conditions of the insurance contract,
the nature of the liabilities insured against and the premium paid cannot be disclosed.
Meetings of Directors
The number of formal meetings of Directors (including committees of Directors) held during the period and the number
of meetings attended by each Director was as follows:
DIRECTORS’
MEETINGS
Number eligible to attend
Number attended
Mr James Dorrian
Dr Guido Arnout
Mr Howard Digby
Mr David McAuliffe
Mr Riccardo Vittino
Mr Peter Webse
Mr Tim Grice
7
7
7
7
3
3
3
6
7
7
7
3
3
3
Proceedings on Behalf of Company
No person has applied for leave of Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company or to intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
9
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Non Audit Services
The Board of Directors is satisfied that the provision of non-audit services during the period is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that
the services disclosed below did not compromise the external auditors’ independence for the following reasons:
-
-
All non-audit services are reviewed and approved by the Directors prior to commencement to ensure they do not
adversely affect the integrity and objectivity of the audit; and
The nature of the services provided do not compromise the general principles relating to auditor independence in
accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and
Ethical Standards Board.
The following fees to PKF Mack were recognised for non-audit services provided during the year ended 30 June 2016.
Taxation compliance and advice services
$4,510
$4,510
Auditor’s Independence Declaration
The auditor’s Independence Declaration for the year ended 30 June 2016 has been received and can be found on page
19.
10
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Remuneration Report (Audited)
This Remuneration Report outlines the Director and executive remuneration arrangements of the Company and the
Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this
report Key Management Personnel (KMP) of the Group are defined as those persons having the authority and
responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or
indirectly, including any Director (whether executive or otherwise) of the parent company.
Remuneration Policy
The Company has adopted a remuneration policy designed to align individual and team reward and encourage
executives to perform to their full capacity.
Remuneration packages may contain any or all of the following:
(a) annual salary base with provision to recognise the value of the individuals’ personal performance and their ability
and experience;
(b) rewards, bonuses, commissions, special payments and other measures available to reward individuals and teams
following a particular outstanding business contribution;
(c) Share participation - the Company has an equity incentive plan; and
(d) Other benefits, such as a holiday leave, sickness benefits, superannuation payments and long service benefits.
The Board will determine the appropriate level and structure of remuneration of the executive team and such
consideration will occur each year on the recommendation of the Managing Director.
Remuneration of executives will be reviewed annually by the Board. Determination of Non-Executive Director’s fees is
with regard to the long term performance of the Company.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive director and executive
remuneration is separate and distinct.
Non-executive director remuneration
Objective
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and
retain directors to the highest calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate Directors' fees payable to non-executive
Directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined
is then divided between the Directors as agreed. Shareholders’ have approved aggregate directors' fees payable of
$300,000 per year.
The amount of aggregate Directors’ fees sought to be approved by shareholders and the manner in which it is
apportioned amongst directors is reviewed annually. The Board may consider advice from external consultants as well
as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.
Each non-executive Director receives a fee for being a Director of the Company. However, if a director performs extra
or special services beyond their role as a director, the Board may resolve to provide additional remuneration for such
services.
11
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Remuneration Report (Audited)
Non-executive Director Mr Howard Digby received a fee of $20,000 from the Company for the year ended 30 June
2016. The fee was for consulting services provided to the Company in relation to the Takeover Bids (primarily for
technical due diligence on 4D’s technology and the claims associated with the technology and its development
progress, including procuring independent technical expert advice and patent attorney services).
Non-executive Director Mr Richard Vittino received a fee of $5,000 for additional consulting services provided relating
to 4DS transaction and Premier Coking Coal Limited.
Fees for Directors are not linked to the performance of the Group however, to align all Directors’ interests with
shareholder interests, Directors are encouraged to hold shares in the Company and may receive options. This
effectively links Directors’ performance to the share price performance and therefore to the interests of shareholders.
For this reason, there are no performance conditions prior to grant, but instead an incentive to increase the value to all
shareholders.
During the year ended 30 June 2016, 36,458,333 options exercisable at $0.02 with expiry of 30 June 2020 were issued
to Guido Arnout, as part of the acquisition by 4DS Memory Limited of 4D-S Pty Ltd.
Executive Remuneration
Objective
The Company aims to reward executives with a level and mix of remuneration commensurate with their position and
responsibilities within the Company and so as to:
− Reward executives for Company performance;
−
−
−
Align the interest of executives with those of shareholders;
Link reward with the strategic goals and performance of the Company; and
Ensure total remuneration is competitive by market standards.
Structure
Executive remuneration may consist of both fixed and variable elements.
Fixed Remuneration
Objective
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the
position and is competitive in the market.
Fixed remuneration is reviewed annually or upon renewal of fixed term contracts by the Board and the process consists
of a review of Company and individual performance, relevant comparative remuneration in the market and internal
policies and practices.
Executives are given the opportunity to receive their fixed remuneration in a variety of forms including cash and fringe
benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost
for the Company.
12
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Remuneration Report (Audited)
Variable Remuneration
Objective
Variable remuneration may be provided in to reward executives in a manner which aligns this element of remuneration
with the creation of shareholder wealth.
Employment Contracts
Dr Guido Arnout, Chief Executive Officer and Managing Director:
Guido was appointed during the year ended 30 June 2016 and is subject to an employment contract with the following
conditions:
•
•
•
remuneration salary of US$185,000 per annum plus statutory superannuation;
entitlement to be reimbursed for all reasonable out-of-pocket expenses necessarily incurred in the
performance of his duties; and
remuneration reviewed annually on each review date or at any other time as the Board may determine (in its
absolute discretion).
Termination conditions are as follows:
•
•
up to six months’ written notice or pay the Executive six months’ remuneration plus any accumulated
entitlements for annual and long service leave; and
six months’ termination pay in the event of a Change of Control;
Melanie Buffier, Corporate Strategy and Investor Relations Director:
Melanie was appointed during the year ended 30 June 2016 and is subject to an employment contract with the following
conditions:
•
•
•
•
•
remuneration salary of AU$250,000 per annum plus statutory superannuation;
incentive options as disclosed in the remuneration section of the annual report;
performance bonuses (if any) as may be approved by the Board from time to time (in its absolute discretion)
entitlement to be reimbursed for all reasonable expenses incurred in the performance of her duties; and
remuneration reviewed annually on each review date or at any other time as the Board may determine (in its
absolute discretion).
Termination conditions are as follows:
•
•
up to six months’ written notice or pay the Executive an amount equal to 6 months’ Salary; and
six month’s termination pay in the event of a Change of Control.
Michael Van Buskirk, Chief Engineering Officer:
Michael was appointed during the year ended 30 June 2016 and is subject to an employment contract with the following
conditions:
•
•
•
•
•
remuneration salary of US$240,000 per annum;
provision with both a Health and Dental Plan;
participation in any employee incentive scheme;
entitlement to be reimbursed for all reasonable out-of-pocket expenses necessarily incurred in the
performance of his duties; and
remuneration reviewed annually on each review date or at any other time as the Board may determine (in its
absolute discretion).
Termination of employment can be provided by the Company with up to three months’ written notice or by the employee
with three month’s written notice.
13
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Remuneration Report (Audited)
Key Management Personnel Remuneration
The following table of benefits and payment details, in respect to the financial year, the components of remuneration
for each member of KMP of the Group and is prepared on the following bases:
- The report relates to the listed entity only, 4DS Memory Limited being the legal acquirer. The accounting acquirer
remuneration will be disclosed from the date of control. Consequently, amounts reported below will differ from note 14
key management personnel compensation;
- The remuneration for KMP of the listed entity (4DS Memory Limited) need to be disclosed for the full year for both
current year and comparatives.
TABLE 1: REMUNERATION FOR THE YEAR ENDED TO 30 JUNE 2016 – GROUP
Short Term
Salary, Fees
&
Commissions
Post
Employment
Superannuati
on
Other
Share Based
Payment
Options
Total
Performance
based
remuneration
Non-Executive
Directors
Mr James Dorrian -
Chairman
Mr Howard Digby
Mr David McAuliffe
Mr Riccardo Vittino
Mr Peter Webse
Mr Tim Grice
Other key
management
personnel
Dr Guido Arnout1
Managing Director
Melanie Buffier2
Michael Van Buskirk3
Total
22,631
16,974
16,974
13,750
13,065
11,931
224,714
151,268
275,899
747,206
-
-
-
-
-
1,133
-
11,263
-
-
20,000
-
5,000
62,750
-
-
-
86,898
-
-
-
-
-
-
-
77,898
-
22,631
36,974
16,974
18,750
75,815
13,064
224,714
240,429
362,797
12,396
174,648
77,898
1,012,148
32%
1 Guido Arnout receives an annual salary of US$185,000 (exclusive of superannuation), which has been converted to AUD$ in the
above table at the monthly average FX rate.
2 Melanie Buffier commenced as an employee on 23 November 2015. Melanie receives an annual remuneration salary of $250,000
plus statutory superannuation.
3 Michael Van Buskirk started as a contractor in mid January 2015 and converted to an employee on 1 September 2015. Michael
receives an annual salary of US$240,000, which has been converted to AUD$ in the above table at the monthly average FX rate.
14
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Remuneration Report (Audited)
Key Management Personnel Remuneration
TABLE 2: REMUNERATION FOR THE YEAR ENDED 30 JUNE 2015 – LEGAL PARENT
Short Term
Salary, Fees
&
Commissions
Post
Employment
Superannuati
on
Other
Share Based
Payment
Options
Total
Performance
based
remuneration
Non-Executive
Directors
Tom Henderson –
Chairman
Will Dix
Russel Lynton-Brown
Riccardo Vittino
Peter Webse
Tim Grice
Other key
management
personnel
48,000
19,250
24,452
39,000
11,145
4,023
-
-
2,323
-
-
382
Benjamin Lane – CEO
102,955
Total
248,825
7,917
10,622
-
-
-
-
-
-
-
-
168,0001
216,000
78%
-
-
24,6502
24,6502
24,6502
19,250
26,775
63,650
35,795
29,055
-
-
39%
69%
85%
-
110,872
241,950
501,397
1 Value of 20,000,000 options (pre consolidation) received by Tisia Nominees Pty Ltd, as Nominee of Forrest Capital Pty Ltd, for
acting as advisors to the Company for capital raising as approved by shareholders on 8 May 2015.
2 1,000,000 options received by each director, as approved by Shareholders on 26 June 2015.
15
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Remuneration Report (Audited)
OPTION HOLDINGS OF KEY MANAGEMENT PERSONNEL
Vested at 30 June 2016
30 June 2016
Balance at
beginning
of period
Granted as
remuner-
ation
Options
exercised
Net change
other
Balance at
end of
period
Total
Exercisable
Not
Exercis-
able
Non-Executive
Directors
Mr James Dorrian
Dr Guido Arnout
Mr Howard Digby
Mr David McAuliffe
Mr Riccardo Vittino1
Mr Peter Webse
Mr Tim Grice 1
Other key
management
personnel
Melanie Buffier
Michael Van Buskirk
-
-
-
-
1,166,667
1,000,000
1,000,000
-
36,458,333
-
-
-
-
-
-
-
10,000,000
-
Total
3,166,667
46,458,333
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,166,667)
-
-
-
36,458,333
36,458,333
36,458,333
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
1,000,000
(1,000,000)
-
-
-
-
-
-
-
-
-
-
12,500,000
22,500,000
22,500,000
15,000,000
7,500,000
-
-
-
-
-
10,333,333
59,958,333
59,958,333
59,958,333
7,500,000
1 Balance at resignation date.
16
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Remuneration Report (Audited)
SHARE HOLDINGS OF KEY MANAGEMENT PERSONNEL
30 June 2016
Non-Executive Directors
Mr James Dorrian 1
Dr Guido Arnout1
Mr Howard Digby1
Mr David McAuliffe1
Mr Riccardo Vittino
Mr Peter Webse
Mr Tim Grice
Other key management personnel
Melanie Buffier
Michael Van Buskirk
Balance
1 July 2015
-
-
666,667
-
4,945,667
1,166,667
-
-
-
Total
6,779,001
Granted as
remuneration
On exercise of
options
Net change
other
Balance
30 June 2016
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
35,045,806
35,045,806
1,617,394
1,617,394
3,300,048
3,966,715
10,840,825
10,840,825
(4,945,667)
-
-
-
1,166,667
-
3,500,000
3,500,000
965,790
965,790
50,324,196
57,103,197
PERFORMANCE SHARE HOLDINGS OF KEY MANAGEMENT PERSONNEL
Balance
1 July 2015
Granted as
remuneration
On exercise of
options
Net change
other
Balance
30 June 2016
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,533,962
6,533,962
301,548
301,548
-
-
156,763
156,763
-
-
-
-
-
-
-
-
180,062
180,062
7,172,335
7,172,335
30 June 2016
Non-Executive Directors
Mr James Dorrian 2
Dr Guido Arnout
Mr Howard Digby
Mr David McAuliffe2
Mr Riccardo Vittino
Mr Peter Webse
Mr Tim Grice
Other key management personnel
Melanie Buffier
Michael Van Buskirk
Total
1 Issue pursuant to takeover of 4D-S Pty Limited.
2 Issue pursuant to takeover of 4D-S Pty Limited.
17
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ REPORT
Remuneration Report (Audited)
Loans to Key Management Personnel
There are no loans between the entity and Key Management Personnel.
Employee Share Acquisition Plan
There were no issues under the Company’s Employee Share Acquisition Plan during the financial year.
Principles of Compensation
The remuneration policy has been tailored to increase goal congruence between shareholders, Directors and
executives by the issue of options to the directors to encourage the alignment of personal and shareholder interests.
The Company believes this policy will be effective in increasing shareholder wealth.
Remuneration Report - End
Signed in accordance with a resolution of the Directors.
Guido Arnout
Managing Director
25 August 2016
18
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF 4DS MEMORY LIMITED
In relation to our audit of the financial report of 4DS Memory Limited for the year ended 30 June 2016, to
the best of my knowledge and belief, there have been no contraventions of the auditor independence
requirements of the Corporations Act 2001 or any applicable code of professional conduct.
PKF MACK
SIMON FERMANIS
PARTNER
25 AUGUST 2016
WEST PERTH
WESTERN AUSTRALIA
19
4DS Memory Limited and Controlled Entities
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the year ended 30 June 2016
Revenue
Directors fees
Employee benefits expense
Travel and accommodation
Leases and utilities
Research costs
Legal and professional fees
Excess consideration on 4DS transaction
Share based payment
Depreciation and amortisation expense
Note
2
3
3
3
3
2016
$
137,009
(55,671)
(147,324)
2015
$
13
-
(136,275)
(90,061)
(198,805)
(144,353)
(1,209,460)
(485,590)
(319,812)
(50,003)
(8,914,880)
(646,008)
(6,799)
-
(233,840)
(3,914)
Unrealised / realised foreign exchange
(44,064)
(94,906)
Other expenses
Loss before income tax
Income tax expense
Loss for the year
Other comprehensive income
(199,600)
(202,198)
(11,741,689)
(1,304,852)
4
-
-
(11,741,689)
(1,304,852)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation (net of tax)
(171,773)
13,325
Total comprehensive loss for the year
(11,913,462)
(1,291,527)
Basic and diluted loss per share (dollars per share)
5
(0.03)
(0.01)
The accompanying notes form part of these financial statements.
20
4DS Memory Limited and Controlled Entities
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Employee benefits
Borrowings
TOTAL CURRENT LIABILITIES
TOTAL NON-CURRENT LIABILITIES
Borrowings
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS/(DEFICIENCY)
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
The accompanying notes form part of these financial statements.
Note
7
8
9
10
11
11
2016
$
1,243,487
64,026
55,000
1,362,513
23,173
23,173
1,385,686
84,189
7,551
-
91,740
2015
$
9,106
42,357
-
51,463
18,326
18,326
69,789
126,356
-
771,115
897,471
-
-
235,500
235,500
91,740
1,132,971
1,293,946
(1,063,182)
20,733,292
10,574,049
4,797,742
1,363,414
(24,237,088)
(13,000,645)
12
1,293,946
(1,063,182)
21
4DS Memory Limited and Controlled Entities
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2016
Issued Capital
Accumulated
Losses
$
$
10,574,049
(11,695,793)
Share Based
Payment
Reserve
$
1,024,791
Foreign
Exchange
Reserve
$
91,458
Total
$
(5,495)
(1,304,852)
-
(1,304,852)
-
-
-
-
(1,304,852)
13,325
13,325
13,325
(1,291,527)
Balance at 1 July 2014
Total Comprehensive Income
Loss attributable to members
Foreign currency translation
difference
Total comprehensive loss
for the period
Transactions with owners in
their capacity as owners:
Share-based payments
-
-
-
-
Balance at 30 June 2015
10,574,049
(13,000,645)
-
233,840
1,258,631
-
233,840
104,783
(1,063,182)
Balance at 1 July 2015
Transactions with owners in
their capacity as owners:
Conversion of convertible notes
Pre-acquisition balance
Total Comprehensive Income
Loss attributable to members
Foreign currency translation
difference
Total comprehensive loss
for the period
Transactions with owners in
their capacity as owners:
Extinguishment of 4D-S shares
on reverse acquisition
Recognise 4DS Memory Shares
Acquisition of Fitzroy Resources
Limited
Issue of Performance Shares
Issue of share capital net of
costs
Extinguishment of 4D-S Options
Issue of Options
Balance at 30 June 2016
Issued Capital
Accumulated
Losses
$
$
Share Based
Payment
Reserve
$
Foreign
Exchange
Reserve
$
Total
$
10,574,049
(13,000,645)
1,258,631
104,783
(1,063,182)
1,604,563
-
-
-
1,604,563
12,178,612
(13,000,645)
1,258,631
104,783
541,381
-
-
-
(11,741,689)
-
(11,741,689)
(12,178,612)
12,178,612
-
-
5,969,680
(753,385)
-
2,585,000
-
-
-
-
-
20,733,292
(24,237,088)
-
-
-
-
-
753,385
2,467,547
-
1,643,800
4,864,732
1,258,631
(1,258,631)
-
(11,741,689)
(171,773)
(171,773)
(171,773)
(11,913,462)
-
-
-
-
-
-
-
(66,990)
(12,178,612)
-
5,969,680
2,467,547
2,585,000
-
1,643,800
1,293,946
22
The accompanying notes form part of these financial statements.
4DS Memory Limited and Controlled Entities
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Payments for product development
Interest received
Interest paid
Note
2016
$
2015
$
81,629
-
(1,150,071)
(1,003,836)
(1,316,055)
20,380
-
13
-
(55,877)
Net cash used in operating activities
7 b
(2,364,117)
(1,059,700)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired from acquisition of subsidiary
7 c
3,083,093
Purchase of plant and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
Proceeds from issue of shares and options
Net cash from financing activities
(11,647)
3,071,446
-
(7,907)
(7,907)
-
965,747
527,052
-
527,052
965,747
Net increase/ (decrease) in cash and cash equivalents
1,234,381
(101,860)
Cash and cash equivalents at the beginning of the financial year
9,106
110,100
Foreign Exchange
-
Cash and cash equivalents at the end of the financial year
7 a
1,243,487
866
9,106
The accompanying notes form part of these financial statements.
23
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all years presented, unless otherwise stated.
These are the consolidated financial statements and notes of 4DS Memory Limited (4DS or the Company) and
controlled entities (collectively the Group). 4DS is a company limited by shares, domiciled and incorporated in Australia.
The separate financial statements of 4DS, as the parent entity, have not been presented with this financial report as
permitted by the Corporations Act 2001 (Cth).
The financial statements were authorised for issued on 25 August 2016 in accordance with a resolution by the directors
of the Company. The directors have the power to amend and reissue the financial statements.
a. Basis of Preparation
i.
Statement of Compliance
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards, Australian Accounting Interpretations and other authoritative pronouncements as
issued by the Australian Accounting Standards Board and the Corporations Act 2001, as appropriate for “for-
profit” oriented entities. The consolidated financial report of the Group complies with International Financial
Reporting Standards (IFRSs) as issued by the International Accounting Standards Board.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a
financial report containing relevant and reliable information about transactions, events and conditions to which
they apply.
The financial report has been prepared on an accruals basis and is based on historical costs, modified, where
applicable, by the measurement at fair value of selected non-current assets, financial assets and financial
liabilities.
These consolidated financial statements are presented in Australian dollars, which is the Company’s functional
currency.
ii.
Reverse Acquisition
On 9 December 2015, 4DS Memory Limited (formerly Fitzroy Resources Limited), the legal parent, completed
the acquisition of of 4D-S Pty Limited (“4D-S”). 4D-S (the legal subsidiary) was deemed to be the acquirer for
accounting purposes as it has obtained control over the operations of the legal acquirer 4DS Memory
(accounting subsidiary). Accordingly, the consolidated financial statements of 4DS Memory have been
prepared as a continuation of the financial statements of 4D-S. 4D-S (as the accounting acquirer) has
accounted for the acquistion of 4DS Memory from 9 December 2015. The comparative information presented
in the consolidated financial statements is that of 4-DS.
The impact of the reverse acquistion on each of the primary statements is as follows:
-
The consolidated statement of profit or loss and other comprehensive income:
o
o
for the year to 30 June 2016 comprises twelve months of 4D-S and the period from 9 December
2015 to 30 June 2016 of 4DS Memory; and
for the comparative period comprises 1 July 2014 to 30 June 2015 of 4D-S.
-
The consolidated statement of financial position:
o
o
as at 30 June 2016 represents both 4D-S and 4DS Memory and their controlled entities as at
that date; and
as at 30 June 2015 represents 4D-S and its controlled entities as at that date.
24
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
-
The consolidated statement of changes in equity:
o
o
for the year ended 30 June 2016 comprises 4D-S balance at 1 July 2015, its loss for the year
and transactions with equity holders for twelve months. It also comprises the loss incurred and
transactions with equity holders from 9 December 2015 to 30 June 2016 of 4DS Memory; and
for the comparative period comprises 1 July 2014 to 30 June 2015 of 4D-S.
-
The consolidated statement of cash flows:
o
o
for the year ended 30 June 2016 comprises the cash balance of 4D-S, as at 1 July 2015, the
cash transactions for the twelve months, including operating cashflows, investing cash flows
and transactions with equity holders for twelve months. It also comprises cash transactions from
9 December 2015 to 30 June 2016 of 4DS Memory; and
for the comparative period comprises 1 July 2014 to 30 June 2015 of 4D-S’s cash transactions.
b. Critical Accounting estimates and judgements
The directors evaluate estimates and judgements incorporated into the financial statements based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future events and
are based on current trends and economic data, obtained both externally and within the Group.
i.
Impairment - General
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period
in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the
revision affects both current and future periods.
ii. Share based payments
The grant date fair value of share-based payment is recognised as an expense with a corresponding increase in equity,
over the period that the recipient unconditionally become entitled to the awards.
The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and
non-market vesting conditions are expected to be met, such that, the amount ultimately recognised as an expense is
based on the number of awards that do not meet the related service and non-market performance conditions at the
vesting date.
The Company follows the guidelines of AASB 2 ‘Share-based payments’ and takes into account all performance
conditions and estimates the probability and expected timing of achieving these performance conditions. Accordingly,
the expense recognised over the vesting period may vary based upon information available and estimates made at
each reporting period, until the expiry of the vesting period.
iii. Reverse Acquisition
As detailed in a(ii) the acquisition by 4DS Memory Limited of 4D-S Limited was determined to be a reverse acquisition.
Certain estimates and judgements are made in this determination and in the fair value adjustments, refer Note 1(e) and
Note 16.
c. Principles of Consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 30 June
2016. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls
an investee if and only if the Group has:
-
-
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee);
Exposure, or rights, to variable returns from its involvement with the investee, and
25
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
-
The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant
facts and circumstances in assessing whether it has power over an investee, including:
The contractual arrangement with the other vote holders of the investee,
-
- Rights arising from other contractual arrangements,
The Group’s voting rights and potential voting rights.
-
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control
over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses
of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from
the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the
parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If
the Group loses control over a subsidiary, it:
- De-recognises the assets (including goodwill) and liabilities of the subsidiary
- De-recognises the carrying amount of any non-controlling interests
- De-recognises the cumulative translation differences recorded in equity
- Recognises the fair value of the consideration received
- Recognises the fair value of any investments retained
- Recognises any surplus or deficit in profit and loss
- Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained
earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or
liabilities
d.
Income Tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable
to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted,
except for:
- When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction, affects
neither the accounting nor taxable profits; or
- When the taxable temporary difference is associated with interests in subsidiaries, associates or joint
ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will
not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date. Deferred
tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be
26
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the
extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable
authority on either the same taxable entity or different taxable entity's which intend to settle simultaneously
e. Acquisition of 4D-S Limited
During the period ended 30 June 2016 4DS Memory Limited (formerly Fitzroy Resources Limited) acquired all the
shares in 4D-S, the acquistion of 4D-S was affected through takeover bids and prviately treaty offers for 100% of the
issued capital of 4D-S.
Total consideration for all classes fo 4D-S securities was the issue of 385,603,642 4DS Memory shares, 67,604,019
performance shares and 36,458,333 unlisted options each with an exercise price of $0.02 and an expiry date of 30
June 2020, giving 4D-S a controlling interest in 4DS Memory and equating to a controlling interest in the combined
entity. 4D-S has thus been deemed the acquiror for accounting purposes. The acquistion of 4DS Memory by 4D-S is
deemed to be a business combination, as 4DS Memory is considered to be a business under AASB 3 Business
Combinations. As such, the consolidation of these two companies was on the basis of the continuation of 4D-S with
fair value adjustments at acquistion date (9 December 2015), whereby 4D-S was deemed to be the accounting parent.
Refer Note 16 for further details on the business combination.
f. Going Concern
The Group has net assets of $1,293,946 (2015: $1,063,182 deficiency) as at 30 June 2016 and incurred a loss of
$11,741,689, which includes a one-off loss of $8,914,880 arising from the accounting treatment of the 4D-S acquisition
and net operating cash outflow of $2,364,117 for the period ended 30 June 2016.
The Group’s ability to continue as a going concern and meet its debts and future commitments as and when they fall
due is dependent on the Company’s ability to raise sufficient working capital to ensure the continued implementation
of the Group’s business plan.
The financial report has been prepared on a going concern basis. In arriving at this position the directors have had
regard to the fact that the Company has, or in the directors’ opinion will have access to, sufficient cash to fund
administrative and other committed expenditure for a period of not less than 12 months from the date of this report.
g. Foreign currency transactions and balances
Functional and presentation currency
The functional currency of each entity within the Group is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian dollars
which is the parent entity’s functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date
of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary
items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-
monetary items measured at fair value are reported at the exchange rate at the date when fair values were
determined.
Exchange differences arising on the translation of monetary items are recognised in the profit or loss.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive
income to the extent that the underlying gain or loss is recognised in other comprehensive Income; otherwise the
exchange difference is recognised in profit or loss.
27
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group’s
presentation currency are translated as follows:
• assets and liabilities are translated at year-end exchange rates prevailing at that reporting period;
•
•
income and expenses are translated at average exchange rates for the period; and
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations with functional currencies other than Australian
dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the
statement of financial position. These differences are recognised in the profit or loss in the period in which the
operation is disposed of.
h. Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any
accumulated depreciation and impairment losses.
Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset
and the net amount is restated to the revalued amount of the asset.
Plant and equipment
Plant and equipment are measured on the cost basis.
The carrying amount of plant and equipment is reviewed annually by 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.
The cost of fixed assets constructed within the Group includes the cost of materials, direct labour, borrowing costs and
an appropriate proportion of fixed and variable overheads.
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 Group and the cost of the item
can be measured reliably. All other repairs and maintenance are charged to the statement of profit or loss and other
comprehensive income during the financial period in which they are incurred.
i. Depreciation
The depreciable amount of all fixed assets, is depreciated on a diminishing value basis over the asset’s useful life to
the Consolidated Entity commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Plant and equipment
Depreciation Rate
30%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and
losses are included in the statement of comprehensive loss. When revalued assets are sold, amounts included in the
revaluation reserve relating to that asset are transferred to retained earnings.
j. Financial Instruments
28
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Initial recognition and measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes
a party to the contractual provisions of the instrument.
Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified
as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit
or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out
below.
Classification and subsequent measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants. The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the assets or liability, assuming the market participants acts in their economic
best interests.
(i) Loans and receivables
Loans and receivables are included in current assets, except for those which are not expected to mature within
12 months after the end of the reporting period. (All other loans and receivables are classified as non-current
assets.)
(ii) Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised
cost. Gains or losses are recognised in profit and loss through the amortisation process and when the financial
liability is derecognised.
Derivative instruments
The Group does not trade or hold derivatives.
Financial guarantees
The Group has no material financial guarantees.
Impairment
At the end of each reporting period, the Group assesses whether there is objective evidence that a financial
instrument has been impaired. An impairment exists if one or more events that has occurred since the initial
recognition of the asset (an incurred ‘loss event’) has an impact on the estimated future cash flows of the financial
asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications
that the debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest
or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable
data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or
economic conditions that correlate with defaults.
29
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flow expires or the asset is
transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and
benefits associated with the asset.
Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The
difference between the carrying value of the financial liability extinguished or transferred to another party and the fair
value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or
loss.
k.
Impairment of Non-Financial Assets
At the end of each reporting date, the Directors assess whether there is any indication that an asset may be impaired.
The assessment will include the consideration of external and internal sources of information, including dividends
received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits.
If any such indication exists, an impairment test is carried out on the asset by comparing the asset’s recoverable
amount, being the higher of its fair value less costs to sell and its value in use, to the asset’s carrying amount. Any
excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss. Where it
is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount
of the cash generating unit to which the asset belongs.
l. Research and development costs
The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
Its intention to complete and its ability to use or sell the asset
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an
intangible asset when the Group can demonstrate:
•
•
• How the asset will generate future economic benefits
The availability of resources to complete the asset
•
The ability to measure reliably the expenditure during development
•
The ability to use the intangible asset generated
•
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any
accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is
complete and the asset is available for use. It is amortised over the period of expected future benefit. During the period
of development, the asset is tested for impairment annually.
m. Employee Benefits
Wages, salaries and annual leave
i.
Liabilities for wages, salaries and annual leave expected to be settled within one year of the reporting date are
recognised in respect of employees’ services up to the reporting date and are measured at the amounts expected to
be paid when the liabilities are settled.
Superannuation
ii.
Contributions are made by the Consolidated Entity to superannuation funds as stipulated by statutory requirements
and are charged as expenses when incurred.
Employee benefit on costs
iii.
Employee benefit on costs, including payroll tax, are recognised and included in employee benefits liabilities and costs
when the employee benefits to which they relate are recognised as liabilities.
30
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Options
iv.
The fair value of options granted is recognised as an employee benefit expense with a corresponding increase in equity.
The fair value is measured at grant date.
The fair value at grant date is independently determined using the Black-Scholes option pricing model that takes into
account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the
non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share,
the expected dividend yield and the risk-free interest rate for the term of the option.
v.
Equity-settled Compensation
The Group operates equity-settled share-based payment employee share and option schemes. The fair value of the
equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting
period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid
price. The fair value of options is ascertained using a Black–Scholes pricing model which incorporates all market
vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting
date such that the amount recognised for services received as consideration for the equity instruments granted shall
be based on the number of equity instruments that eventually vest.
n. Cash and Cash Equivalents
Cash in the statement of financial position comprises cash at bank.
For the purposes of the statement of cash flow, cash and cash equivalents consist of cash and cash equivalents as
defined above.
o. Revenue and other Income
Interest
Interest revenue is recognised as it accrues.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
p. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial
position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing
and financing activities, which are disclosed as operating cash flows.
q. Trade and other Receivables
Collectability of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written
off. A provision for impairment is raised when some doubt as to collection exists.
r. Trade and other Payables
Liabilities for trade creditors and other amounts are carried at cost which is the fair value of consideration to be paid in
the future for goods and services received, whether or not billed to the Company.
Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as
an expense on an accrual basis.
31
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
s. Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and
requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or
assets and the arrangement conveys a right to use the asset.
Group as a lessee
Operating lease payments, where substantially all the risk and benefits remain with the lessor, are recognised as an
expense in the statement of profit or loss and other comprehensive income on a straight-line basis over the lease term.
Operating lease incentives are recognised as a liability when received and subsequently reduced by allocating lease
payments between rental expense and reduction of the liability.
t. Operating Segments
Operating segments are identified and segment information disclosed on the basis of internal reports that are regularly
provided to, or reviewed by, the Group’s chief operating decision maker which, for the Group, is the Board of Directors.
In this regards, such information is provided using similar measures to those used in preparing the statement of profit
or loss and other comprehensive income and statement of financial position.
u. Earnings Per Share
Basic earnings per share
i.
Basic earnings per share is determined by dividing the net loss after income tax attributable to members of the
Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of
ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the
year.
Diluted earnings per share
ii.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and
the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive
potential ordinary shares.
v. Contributed Equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of
tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the
acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.
Shares issued by the Company to a trust, the Group controls are shown as a reduction in equity. Administration
expenses of the trust are expensed to the statement of profit or loss and other comprehensive income.
Where any controlled entity purchases the Company’s equity share capital as treasury shares, the consideration paid
is deducted from equity attributable to the Company’s equity holders until those shares are cancelled, reissued or
disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly
attributable increment transactions costs and the related income tax effects, is included in equity attributable to the
Company’s equity holders.
32
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
w. New Accounting Standards and Interpretations that are not yet mandatory
The following Australian Accounting Standards have been issued or amended and are applicable to the annual financial
statements of the consolidated group (or the company) but are not yet effective. This assumes the following have not
been adopted in preparation of the financial statements at the reporting date.
AASB No.
Title
AASB 9
Financial Instruments
Application
date of
1 January 2018
Issue date
December 2014
AASB 2010-7 Amendments arising from Accounting Standards arising
1 January 2018
September 2012
from AASB 9 (December 2010)
AASB 2014-1 Amendments to Australian Accounting Standards
Part D - Consequential Amendments arising from AASB
14 Regulatory Deferral Accounts
Part E - Financial Instruments
June 2014
Part D - 1
January 2016
Part E - 1
January 2018
AASB 2014-4 Amendments to Australian Accounting Standard -
1 January 2016
August 2014
Clarification of Acceptable Methods of Depreciation and
Amortisation (Amendments to AASB 116 and AASB 138)
AASB 2014-5 Amendments to Australian Accounting Standard Arising
1 January 2018
December 2014
From AASB 15
AASB 2014-7 Amendments to Australian Accounting Standard Arising
1 January 2018
December 2014
From AASB 9 (December 2014)
AASB 2015-1 Amendments to Australian Accounting Standards –
1 January 2016
January 2015
Annual Improvements to Australian Accounting Standards
2012–2014 Cycle
AASB 2015-2 Amendments to Australian Accounting Standards –
1 January 2016
January 2015
Disclosure Initiative: Amendments to AASB 101
AASB 2015-8 Amendments to Australian Accounting Standards –
1 January 2018
October 2015
Effective Date of AASB 15
AASB 2015-9 Amendments to Australian Accounting Standards – Scope
1 January 2016
November 2015
and Application Paragraphs
AASB 2015-
10
Amendments to Australian Accounting Standards –
Effective Date of Amendments to AASB 10 and AASB
128.
1 January 2018
December 2015
AASB 2016-1 Amendments to Australian Accounting Standards –
1 January 2017
February 2016
Recognition of Deferred Tax Assets for Unrealised Losses
[AASB 112]
AASB 2016-2 Amendments to Australian Accounting Standards –
1 January 2017
March 2016
Disclosure Initiative: Amendments to AASB 107
AASB 2016-3 Amendments to Australian Accounting Standards –
1 January 2018
May 2016
Clarifications to AASB 15
AASB 16
Leases
1 January 2019
February 2016
AASB 1057
Application of Australian Accounting Standards
1 January 2016
November 2015
33
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
x. New, revised or amending Accounting Standards and Interpretations adopted
The Consolidated Group has adopted all of the new, revised or amending Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period
there has been no significant impact on the application of those standards.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been
early adopted. The Group has not yet determined the financial impact if any on the application of those standards.
y. Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is current when: it is expected to be realised or intended to be sold or consumed in normal operating cycle; it
is held primarily for the purpose of trading; it is expected to be realised within twelve months after the reporting period;
or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
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 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. All other liabilities are classified as
non-current.
Deferred tax assets and liabilities are always classified as non-current.
34
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
2. REVENUE
Interest revenue
- Consulting Income
- Fair value gain on financial asset
- Other income
Other
Revenue
3. LOSS FOR THE PERIOD
Loss before income tax from continuing operations includes
the following specific expenses:
- Salary and wages
- Superannuation
Employee benefits
- Lease expense
- Office rent
- Utilities
Leases and utilities
- Consultants
- Salary and wages
- Other research expenses
Research costs
Interest expense
30 June
30 June
2016
2015
$
20,381
50,000
35,000
31,628
116,628
137,009
134,928
12,396
147,324
87,531
88,737
22,537
$
13
-
-
-
-
13
-
-
-
59,048
68,532
16,773
198,805
144,353
-
208,519
854,947
254,573
354,513
22,498
1,209,460
485,590
69,536
-
35
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
4.
INCOME TAX
The components of tax expense comprise:
Current tax
Deferred tax
The prima facie income tax expense/(benefit) on pre-tax
accounting profit/(loss) from operations reconciles to the
income tax expense/(benefit) in the financial statements as
follows:
30 June
30 June
2016
2015
$
-
-
-
$
-
-
-
Accounting loss before income tax
(11,741,689)
(1,304,852)
At the group’s statutory income tax rate of 30% (2015: 30%)
Add/(Less): tax effect of non-deductible amounts
(3,522,507)
(391,455)
Share based payments
Provisions and accruals
Other permanent differences
Unrealised foreign exchange
Capital raising costs
Other non-deductible/ non-assessable items
Non-deductible impairment
193,802
70,152
5,565
-
53,429
251,486
(15,553)
(27,947)
(10,500)
2,674,464
28,772
(3,421)
-
-
Deferred tax balances not recognised
649,247
44,466
Income tax expense/(benefit)
-
-
36
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
4. INCOME TAX
The following deferred tax balances have not been recognised:
Deferred Tax Assets:
Carry forward revenue losses
Capital raising costs
Other
Total Deferred Tax Assets
30 June
2016
30 June
2015
$
$
418,506
147,886
97,779
29,285
38,631
28,772
545,570
215,289
The tax benefits of the above losses will only be obtained if:
(a)
the consolidated group derives future assessable income of a nature and of an amount sufficient to enable
the benefits
(b)
the consolidated group complies with the conditions for deductibility imposed by law; and
o changes in income tax legislation adversely affect the consolidated group in utilising the benefits.
Deferred Tax Liabilities:
Other
Total Deferred Tax liabilities
-
-
-
-
The above Deferred Tax Liabilities have not been recognised as they have given rise to the carry-forward
revenue losses for which the Deferred Tax Asset has not been recognised.
37
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
5. LOSS PER SHARE (EPS)
a) Reconciliation of loss to profit and loss
Loss for the year
b) Weighted average number of ordinary shares outstanding
during the year used in the calculation of EPS
30 June
30 June
2016
2015
(11,741,689)
(1,304,852)
No.
No.
414,891,297
98,668,973
c) Loss per share
($0.03)
($0.01)
d) The Group does not report diluted earnings per share with options on annual losses as it is anti-dilutive in
nature.
e) As noted in 1aii. the equity structure in these consolidated financial statements following the reverse
acquisition reflects the equity structure of 4D-S Pty Ltd being the accounting acquirer (the legal acquiree),
including the equity interests issued by 4D-S to effect the business combination.
i.
In calculating the weighted average number of ordinary shares outstanding (the denominator of the EPS
Calculation) for the year ended 30 June 2016:
•
•
The number of ordinary shares outstanding from 1 July 2015 to 9 December 2015 (acquisition
date) are computed on the basis of the weighted average number of ordinary shares of 4D-S
(legal acquiree/ accounting acquirer) outstanding during the period multiplied by the exchange
ratio established in the acquisition agreement; and
The number of ordinary shares outstanding from 10 December 2015 to the end of the year
shall be the actual number of ordinary shares of 4DS outstanding during that period
ii.
The basic EPS for the period ended 2015 shall be calculated by dividing:
•
•
The profit or loss of 4D-S attributable to ordinary shareholders in each of those periods by
4D-S historical weighted average number of ordinary shares outstanding multiplied by the
exchange ratio established in the acquisition agreement
38
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
6. PARENT ENTITY – 4DS MEMORY LIMITED
As at 30 June 2016 the legal parent of the Group was
4DS Memory Limited
Statement of financial position
Current assets
Non-current assets
Total Assets
Current Liabilities
Non-current Liabilities
Total Liabilities
Shareholders’ Equity
Share Capital
Reserves
Accumulated losses
Total Shareholders’ Equity
Statement of comprehensive income
Loss for the period
Other Comprehensive Income
Total Comprehensive Loss
30 June
30 June
2016
$
2015
$
1,254,572
1,137,221
-
430,871
1,254,572
1,568,092
72,517
71,769
-
-
72,517
71,769
27,320,264
10,660,732
4,864,732
1,157,186
(31,002,941)
(10,321,595)
1,182,055
1,496,323
(20,681,346)
(5,441,460)
-
-
(20,681,346)
(5,441,460)
The Parent Company 4DS Memory Limited has no contingent liabilities as at 30 June 2016 and 30 June 2015.
4DS Memory Limited is the legal owner of the Group, however under the applicable accounting standards, a reverse
acquisition by 4D-S Pty Ltd is deemed to have occurred on the net assets if 4DS Memory Limited’s net assets. For
accounting purposes, 4D-S Pty Ltd, is the deemed parent entity of the Group.
39
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
7. CASH AND CASH EQUIVALENTS
30 June
30 June
(a) Total cash and cash equivalents in the Statement of Cash
Flows
Cash at bank
2016
$
1,243,487
1,243,487
2015
$
9,106
9,106
(b) Reconciliation of net loss after income tax to cash flows
used in operations
Net loss after income tax
(11,741,689)
(1,304,852)
Non-cash adjustments
Excess consideration on 4DS transaction
8,914,880
-
Foreign loss
44,064
94,906
Share based payments
Unrealised movement in financial assets
Convertible note interest
Depreciation
Other non-cash items
Changes in assets and liabilities
Decrease/(Increase) in trade and other receivables
Decrease/(Increase) in trade and other payables
Increase/(Decrease) in provisions
Increase/(Decrease) in other foreign exchange reserve
646,008
(35,000)
70,896
6,799
233,840
-
-
-
-
5,368
(21,669)
(42,167)
7,551
(213,790)
1,261
-
-
-
Net cash used in operations
(2,364,117)
(1,059,700)
40
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
7. CASH AND CASH EQUIVALENTS
(c) Acquisition of Entities
On 9 December 2015, 4DS acquired 100% of the ordinary share
capital and voting rights in 4-DS Memory Limited as described
in Note 1(a)(ii):
Assets and Liabilities held at acquisition date:
Fair value of assets acquired
Trade and other receivables
Other current assets
Acquisition costs 4-DS Pty Ltd
Trade and other payables
Other Current Liabilities
Net cash acquired
30 June
30 June
2016
$
2015
$
520,139
209,285
20,000
354,252
(3,112,052)
(34,439)
3,083,093
-
-
-
-
-
-
-
Non Cash Financing – On the 9 December 2015 the Company had received $2,750,000 before costs in funds for
shares. Shares were issued at $0.025 on the 10 December 2015.
8. TRADE AND OTHER RECEIVABLES
CURRENT
GST receivable
Other receivables
Prepayments
7,617
94
56,315
64,026
94
35,015
7,248
42,357
None of the receivables are past due. Receivables are therefore not impaired and are within initial trade terms.
41
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
9. TRADE AND OTHER PAYABLES
30 June
30 June
2016
$
2015
$
CURRENT
Trade payables and accruals
84,189
126,356
Trade creditors are non-interest bearing and are normally settled on 30 day terms.
10. EMPLOYEE BENEFITS
Provision for employee benefits
7,551
-
11. BORROWINGS
Current
Convertible notes1
Non-Current
Convertible notes2
Opening balance
Funds from convertible notes
Issued during the year
Converted to equity
-
-
-
-
771,115
771,115
235,500
235,500
1,006,615
-
-
1,006,615
597,948
(1,604,563)
-
-
-
1,006,615
1 2014 Convertible Notes – Converted on 7 October 2015
2 2015 Convertible Notes – Converted on 7 October 2015
42
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
12. ISSUED CAPITAL AND RESERVES
(a) Movements in ordinary share capital
Note
2016
2015
2016
2015
Shares
Shares
$
$
Balance at beginning of year
893,417
893,417
10,574,049
10,574,049
Pre-Acquisition:
Conversion of opening 4-DS Pty Ltd shares
97,775,556
Settlement of 4-DS Pty Ltd convertible notes
and preference shares
34,416,638
-
-
-
1,604,563
-
-
-
-
-
-
-
(133,085,611)
-
(12,178,612)
165,552,872
385,603,642
110,000,000
-
-
-
-
-
12,178,612
5,969,680
2,700,000
(115,000)
659,156,514
893,417
20,733,392
10,574,049
Post-Acquisition:
Issued capital – extinguish 4D-S Pty Ltd
shares on reverse acquisition
Issued capital – recognise 4DS Memory
Shares
Issued capital – acquisition of 4D-S Pty Ltd
Issued capital – general placement
Capital raising costs
Balance at end of year
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in
proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value
and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
each share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern,
so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. The consolidated
entity does not have any external debt.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
43
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
12. ISSUED CAPITAL AND RESERVES
(b) Movements in options
Note
2016
2015
Option
Options
2016
$
2015
$
Balance at beginning of year
Extinguished for shares
Value of 4DS Memory Limited options on
issue at acquisition date
Options issued
Options cancelled/lapsed during the period
820,524
646,000
1,258,631
1,024,791
(820,524)
29,666,668
-
-
(1,258,631)
753,385
-
-
198,500
(23,976)
-
-
233,840
-
-
-
-
-
-
997,792
568,110
77,898
Share based payment, transaction options 16(b)(i)
Share based payment, adviser options
16(b)(ii)
Share based payment, incentive options
16(b)(iii)
36,458,333
30,000,000
10,000,000
-
-
-
Balance at end of year
106,125,001
820,524
2,397,185
1,258,631
(i) Transaction options
36,458,333 Options were issued 10 December as part of the 4D-S acquisition at $0.02 each expiring 30 June
2020. These options were valued using the Black and Scholes option valuation methodology taking into
account the terms and conditions upon which the options were granted. Details of the assumptions used in
the valuation of these options issued are as follows:
Item
Transaction Options
Number of options
36,458,333
Spot price ($)
Exercise price ($)
0.0365
0.02
Valuation (grant) date
10 December 2015
Expiry date
30 June 2020
Expiration period (years)
Vesting date
Exercise conditions
Value
4.67
Nil
Nil
$0.0273
Total value of $997,792 vested immediately and expensed as excess consideration per note 16.
44
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
12. ISSUED CAPITAL AND RESERVES
(ii) Advisor options
30,000,000 Advisor Options were issued 10 December 2015 at $0.05 each expiring 30 June 2020 pursuant
for services provided in relation to the acquisition 4D-S. These options were valued using the Black and
Scholes option valuation methodology taking into account the terms and conditions upon which the options
were granted. Details of the assumptions used in the valuation of these options issued are as follows:
Item
Transaction Options
Number of options
30,000,000
Spot price ($)
Exercise price ($)
0.0365
0.05
Valuation (grant) date
10 December 2015
Expiry date
30 June 2020
Expiration period (years)
Vesting date
Exercise conditions
Value
4.67
Nil
Nil
$0.0189
Total value of $568,110 vested immediately and expensed as share based payments.
(iii) Employee incentive options
The following tranches of incentive options were issued to key management personnel on 18 December 2015:
• Tranche 1 - 2,500,000 incentive options at $0.05 each expiring 30 June 2020
• Tranche 2 - 2,500,000 incentive options at $0.05 each expiring 30 June 2020
• Tranche 3 - 2,500,000 incentive options at $0.05 each expiring 30 June 2020
• Tranche 2 - 2,500,000 incentive options at $0.05 each expiring 30 June 2020
Tranche 2,3 and 4 options have market based vesting conditions, in that they can only be exercised if the
share price of the Company achieves a 10-day volume weighted average price (“VWAP”) of greater than 10
cents, 15 cents and 20 cents respectively before expiry. These options were valued using the Black and
Scholes option valuation methodology taking into account the terms and conditions upon which the options
were granted. Details of the assumptions used in the valuation of these options issued are as follows:
45
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
12. ISSUED CAPITAL AND RESERVES
Item
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Number of options
2,500,000
2,500,000
2,500,000
2,500,000
Spot price ($)
0.0365
0.0365
0.0365
0.0365
Exercise price ($)
0.05
0.05
0.05
0.05
Valuation (grant) date
18 December
2015
18 December
2015
18 December
2015
18 December
2015
Expiry date
30 June 2020
30 June 2020
30 June 2020
30 June 2020
Expiration period (years)
Vesting date
4.65
Nil
4.65
Nil
4.65
Nil
4.65
Nil
Exercise conditions
Nil
10 day VWAP
of greater
than $0.10
10 day VWAP
of greater
than $0.15
10 day VWAP
of greater
than $0.20
Value
$0.0189
$0.0064
$0.0037
$0.0027
Total value of $77,898 vested immediately and expensed as share based payments.
(c) Movements in performance shares
Note
Balance at beginning of year
2016
No.
-
Performance shares issued
16(c)(i)
67,604,019
Balance at end of year
67,604,019
2015
No.
-
-
-
2016
2015
$
-
2,467,547
2,467,547
$
-
-
-
(i) Performance shares
During the full year, the following performance shares were issued:
•
67,604,019 Class 1 Performance Shares as consideration for the acquisition.
Details of the issue are:
Class 1 Performance shares
The Class 1 Performance Share are shares that will each convert into Share on a one for one basis upon
satisfaction of a performance milestone, being 4DS Memory announcing that the Expert has delivered a report
to 4DS Memory confirming that it has achieved “endurance consistency” (the Milestone). Endurance
consistency will be achieved on the first successful duplication of PDR cells in two wafers on one or more lots
(that are different lots from the lot that define the PQR), as measured by either:
•
•
linear scale endurance yields for 400 cycles where the state current is read after each cycle; or
logarithmic scale endurance yields for 10,000 cycles where the state current is read 4 times per decade.
That are higher than or equal to 90% for each of the 2 wafers where including all POR cells with sizes up
to 3 times the smallest cell size in at least 2 die per wafer.
12. ISSUED CAPITAL AND RESERVES
46
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
The Class 1 Performance Share expire on 31 December 2018. To the extent that the Milestone has not been
achieved on or before the expiry date, then the Class 1 Performance Shares will automatically consolidate to
a nominal number which the Milestone will be taken to have been met:
•
• All silicon products used in mobile devices (smartphones, tablets, laptops) and date centres (cold storage and
the cloud) are very complex high-volume semiconductor products that need a very high degree of
manufacturing consistency and operating consistency to be profitable for the chip maker and affordable for
the chip buyer.
Today’s high-density memory chips contain billions of memory cells together with the control circuits to select
certain cells, read their state (“0” or “1”), or write a different state. The smaller the cells, the more data that can
be packed into a single chip. Many memory chips are manufactured together on a wafer through a complex
sequence of depositing super thin materials and etching away certain sections of the depositions. When all
process steps are completed, the wafer is cut into lots of individual memory chips which are then tested,
packaged and sold.
4DS Memory’s initial focus was to establish a baseline process that could manufacture individual memory
cells of various sizes that perform the desire function consistently cell-to-cell on the same wafer on the same
lot (manufactured together). The first goal was to demonstrate that 4DS Memory had a repeatable process
that could manufacture cells on wafers in a new lot that behave very similar to cells on wafers manufactured
in an earlier lot (i.e. lot-to-lot consistency).
•
•
• Having achieved, lot-to-lot consistency, 4DS Memory’s focus is to gradually improve the process in
incremental steps to improve the fundamental behaviour of the cell (reading, writing, storing) while maintaining
lot-to-lot consistency. The Milestones is specially focused on 4DS Memory ReRAM cells reaching a certain
endurance level: how many times the state of the cell can be changed reliably from a “0” to a “1”.
4DS has entered into the Joint Development Agreement with HGST Netherlands B.V., to investigate the
scaling of 4DS ReRAM cells to small cell geometries for memory applications.
Following the achievement of the Milestone, 4DS Memory will be well positioned to develop array of cells and
test chips.
The Milestone is further detailed in the necessary technical terms in the full terms and conditions of the Class
1 Performance Shares to ensure that the Milestone can be verified and audited using clear metrics by an
independent expert.
•
•
No Class 1 Performance Shares were converted or cancelled for the year ending 30 June 2016.
No Class 1 Performance Share milestones were met during the year ending 30 June 2016.
The deemed value per performance share is $0.0365. The company was in voluntary suspension on the grant
date therefore the deemed value is based on the 30-day average of the closing price of the Company’s
securities after relisting. Total value of $2,467,547 vested immediately and expensed as excess consideration
per note 16.
47
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
12. ISSUED CAPITAL AND RESERVES
30 June
30 June
2016
$
2015
$
(d) Share based payment reserve
Balance at beginning of year
1,258,631
1,024,791
Acquisition of Fitzroy Resources Limited
Issue of Performance Shares
Extinguishment of 4D-S Limited Options
Share based payment expense
Balance at end of year
753,385
2,467,547
(1,258,631)
-
-
-
1,643,800
233,840
4,864,732
1,258,631
The option reserve is used to record the value of share based payments provided to employees, including Key
Management Personnel, as part of their remuneration. Refer to Note 16 for further details.
(e) Foreign exchange translation reserve
Balance at beginning of year
104,783
91,458
Foreign exchange movement on translation of
foreign operations
Balance at end of year
(171,773)
13,325
(66,990)
104,783
The purpose of the foreign exchange translation reserve is to recognise exchange differences arising from the
translation of foreign operations to Australian dollars.
Share based payment reserve
Foreign exchange translation reserve
4,864,732
1,258,631
(66,990)
104,783
4,797,742
1,363,414
48
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
12. ISSUED CAPITAL AND RESERVES
(f) Options
Summary of options granted
The following table illustrates the number (No.) and weighted
average exercise prices (WAEP) of, and movements in, share
options issued during the year:
Outstanding at the beginning of the year
Exercised during the year
Expired during the year
Granted during the year (post consolidation)
Outstanding at the end of the year
WAEP
No.
-
-
-
31,666,669
-
(2,000,0001)
0.036
76,458,333
0.036
106,125,001
49
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
13. RELATED PARTY DISCLOSURE
(a) Controlled Entities – Legal Parent Entity
4DS Memory Limited is the ultimate parent of the Group (refer to note 1a. ii)
% Interest
4D-S Pty Limited
4DS Inc.
Fitzroy Copper Pty Limited
Premier Coking Coal Limited
Fitzroy Employee Share Plan Pty Limited
(b) Controlled Entities – Accounting Parent Entity
Country of Incorporation
2016
2015
Australia
United States of America
Australia
New Zealand
Australia
100
100
100
-
100
-
-
100
100
100
4D-S Pty Limited is the ultimate parent of the Group (refer to note 1a. ii)
% Interest
4DS Memory Limited
4DS Inc.
Fitzroy Copper Pty Limited
Premier Coking Coal Limited
Fitzroy Employee Share Plan Pty Limited
(c) Key Management Personnel (“KMP”)
Country of Incorporation
2016
2015
Australia
United States of America
Australia
New Zealand
Australia
100
100
100
-
100
-
100
-
-
-
Details relating to KMP, including remuneration paid, are included in Note 14 and the audited remuneration
report section of the directors’ report.
(d) Transactions with Other Related Parties
Other than the above, there were no transactions with other related parties during the financial period.
50
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
14. KEY MANAGEMENT PERSONNEL
Compensation for Key Management
Personnel
Short term employee benefits
Post-employment benefits
Equity settled
Other payments
Total compensation
30 June
30 June
2016
2015
747,206
12,396
77,898
174,648
1,012,148
-
-
-
-
-
Since the end of the financial period, no Director has entered into a material contract with the Group and no material
contracts involving Directors’ interest existed at 30 June 2016.
No compensation was paid to the Directors of 4D-S Pty Ltd for the year ended 30 June 2015.
15. FINANCIAL INSTRUMENTS
Financial Risk Management
The Group’s financial instruments consist mainly of deposits with banks equity instruments and accounts receivable
and payable. The main purpose of non-derivative financial instruments is to raise finance for the Group’s operation.
The Group does not speculate in the trading of derivative instruments.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial
asset and financial liability are disclosed in Note 1.
Specific Financial Risk Exposures and Management
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk, price risk and
foreign currency risk), credit risk and liquidity risk.
(i)
Market Risk
The board meets on a regular basis to analyse currency and interest rate exposure and to evaluate treasury
management strategies in the context of the most recent economic conditions and forecasts.
Interest rate risk
Exposure to interest rate risk arises on financial assets and liabilities recognised at the end of the reporting period
whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial
instruments. The Group is also exposed to earnings volatility on floating rate instruments.
Interest rate risk is not material to the Group as no interest bearing debt arrangements have been entered into.
Price risk
Price risk relates to the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. The Group is exposed to securities price risk on investments classified as available for
sale. The investment in listed equities has been valued at the market price prevailing at reporting date. Management
of this investment’s price risk is by ongoing monitoring of the value with respect to any impairment.
51
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
15. FINANCIAL INSTRUMENTS
Foreign exchange risk
Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating
due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are
other than the AUD functional currency of the Group.
With instruments being held by overseas operations, fluctuations in foreign currencies may impact on the Group’s
financial results. The Group’s exposure to foreign exchange risk is monitored by the board. The majority of the
Group’s funds are held in Australian and United States dollars.
At 30 June, the Group has financial assets denominated in the foreign currencies detailed below:
2016
2015
Foreign
Currency
AUD
Equivalent
Foreign
Currency
AUD
Equivalent
USD
$625,860
$842,241
$1,671
$2,573
A 5% movement in foreign exchange rates would increase or decrease the loss before tax by $42,112 (2015: No
Material movement).
At 30 June 2016, the Group has liabilities denominated in the foreign currencies detailed below:
2016
2015
Foreign
Currency
AUD
Equivalent
Foreign
Currency
AUD
Equivalent
USD
$8,550
$11,527
$32,756
$42,651
A 5% movement in foreign exchange rates would not have a material increase or decrease on the loss before tax
(2015: 2,133).
(ii)
Credit risk
Credit exposure represents the extent of credit related losses that the group may be subject to on amounts to be
received from financial assets. Credit risk arises principally from trade and other receivables. The objective of the
Group is to minimise the risk of loss from credit risk. Although revenue from operations in minimal, the Group trades
only with creditworthy third parties. In addition, receivable balances are monitored on an ongoing basis with the result
that the Group’s exposure to bad debts is insignificant. The Group’s maximum credit risk exposure is limited to the
carrying value of its financial assets as indicated on the Statement of Financial Position and notes to the financial
statements.
The credit quality of the financial assets was high during the year. The table below details the credit quality of the
financial assets at the end of the year:
Cash and cash equivalents held at NAB
Cash and cash equivalents held at HSBC
Other receivables and deposits
2016
$
2015
$
1,224,966
6,533
18,521
2,573
7,711
35,109
1,251,198
44,215
52
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
15. FINANCIAL INSTRUMENTS
Cash flow and fair value interest rate risk
From time to time the Group has significant interest bearing assets, but they are as a result of the timing of equity
raisings and capital expenditure rather than a reliance on interest income. The interest rate risk arises on the rise
and fall of interest rates. The Group’s income and operating cash flows are not expected to be materially exposed to
changes in market interest rates in the future and the exposure to interest rates is limited to the cash and cash
equivalents balances.
At reporting date, the Group had the following financial assets exposed to interest rate risk:
Interest rate risk
Cash and cash equivalents (i)
Receivables (ii)
2016
$
2015
$
1,243,487
9,106
7,711
35,109
1,251,198
44,215
(i) The weighted average interest rate of cash and cash equivalents is 3.3%
(ii) Receivables are non-interest bearing.
None of the Group’s financial liabilities are interest bearing.
Sensitivity Analysis
A change in 100 basis points in the interest rates at the reporting date would have increased or decreased the
Group’s equity and profit or loss by $12,435 (2015: $6,263).
(iii)
Liquidity risk
The Group currently does not have major funding in place. However, the Group continuously monitors forecast and
actual cash flows and the maturity profiles of financial assets and financial liabilities to manage its liquidity risk.
Net fair value of financial assets and liabilities
The carrying amount of financial assets and financial liabilities recorded in the financial statements represents their
respective net fair values, determined in accordance with the accounting policies disclosed in Note 1.
53
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
16. REVERSE ACQUISITION ACCOUNTING
4DS Memory Limited (formerly Fitzroy Resources Limited) acquired all of the issued securities in 4D-S Pty Ltd by way
of off-market takeover offers and private treaty offers.
Total consideration for all classes of 4D-S securities was the issue of 385,603,642 4DS Memory shares, 67,604,019
performance shares and 36,458,333 unlisted options each with an exercise price of $0.02 and an expiry date of 30
June 202, giving 4D-S a controlling interest in 4DS memory and equating to a controlling interest in the combined
group. 4D-S has thus been deemed the acquirer for accounting purposes. The acquisition of 4DS Memory by 4D-S is
deemed to be a business combination, as 4DS Memory is considered to be a business under AASB 3 Business
Combinations. As such, the consolidation of these two companies was on the basis of the continuation of 4D-S with
fair value adjustments at acquisition date deemed to be 9 December 2015, whereby 4D-S was deemed to the
accounting parent. The comparative information of 4DS Memory is subsequently of 4D-S for the period.
As a result, the following principles and guidance on the preparation of the consolidated financial statements has been
applied:
•
•
•
Fair value adjustments arising at acquisition were made to 4DS Memory’s assets and liabilities, and
not those of 4D-S;
The cost of acquisition is based on the market value of 4DS Memory shares on completion date, plus
the value of performace shares and options issued to the vendors of 4D-S but after subtracting the
net assets of 4DS Memory on the completion date. The cost of acquistion, including the listing status
of 4DS Memory does not qualify for recogniton as an intangible asset and therefoe has been
expensed in the profit and loss for the period;
The amounts recognised as issued equity instruments in the consolidated financial statements have
been determined by adding the cost of acquistion to the issued equity of 4D-S immediately before
the acquisition;
• Retained earnings and other equity balances in the consolidated financial statements at the date of
acquisition are retained earnings and other equity balances of 4D-S immediately before the
acquisition; and
The results for the period ended 30 June 2016 comprise the results of 4D-S for the full year and
results of 4DS Memory Limited subsequent to the acquisition.
•
The pre-acquistion equity balances of 4DS Memory are eliminated against this increase in Share Capital of
$5,969,680 on consolidation and the balance is deemed to be the amount paid fo the listing status of 4DS Memory,
being $8,914,880 (recognised in the statemnt of profit or loss). This is tabled below:
$
Market capitalisation of 4DS Memory at date of acquisition
5,969,680
Value of performance shares issued as part of acquisition
2,467,547
Value of options issued as part of acquisition
997,792
Net fair value in 4DS Memory Limited at acquisition date
(520,139)
Excess consideration on 4D-S acquisition
8,914,880
The equity structure in the condensed consolidated financial statements (the number and type of equity instruments
issued) at the date of the acquistion reflects the equity structure of 4DS Memory, including the equity instruments
issed by 4DS Memory to effect the acquistion.
The results for the year ended 30 June 2016 comprise the results of 4D-S and the results of 4DS Memory
subsequent to the acquistion.
54
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
17. CONTINGENT LIABILITES
The Company completed the winding up of Premier Coking Coal, LLC including surrendering the relevant leases during
the period and accordingly has no ongoing commitments in this required. However, the Group remains a party to a
claim with a third party in relation to a claim on a small portion of the Emmaus property lease above the Gilbert Seam.
The Company considers the claim to be immaterial.
The Directors are not aware of any other contingent liabilities as at 30 June 2016.
18. SEGMENT REPORTING
The Company has identified its operating segments based on internal reports are reviewed by the Board and
management. There was only one operating segment being research and development of non-volatile memory
technology. ReRAM for next generation storage in mobile and cloud.
19. EVENTS AFTER THE REPORTING DATE
4DS Memory Limited was placed into a trading halt on 1 July 2016 pending the finalisation of a material
announcement in relation to a joint development agreement.
On 4 July 2016, 4DS Memory Limited announced it has agreed to a 12-month renewal of a joint development
agreement with HGST, a subsidiary of Western Digital Corporation.
There have been no other matters of significance since reporting date.
20. AUDITORS REMUNERATION
The auditor of 4DS Memory Limited for the
year ended 30 June 2016 is PKF Mack
Chartered Accountants
Amounts received or due and receivable by
PKF Mack for:
- Audit and review of financial statements
- Investigating accountants report
30 June
30 June
2016
$
2015
$
44,000
15,000
59,000
-
-
-
55
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
21. COMMITMENTS
Operating lease commitments
Non-cancellable operating lease commitments contracted for but not
capitalised in the financial statements
Minimum lease payments
- Not later than one year
- Greater than one year
The property lease is for the period 1 December 2015 to 30 November 2019,
with rent payable monthly in advance.
30 June
30 June
2016
$
2015
$
78,465
199,252
277,717
-
-
-
22. FAIR VALUE HIERARCHY
The following tables detail the consolidated group’s assets and liabilities, measured or disclosed at fair value, using
a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement,
being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the group can access at
the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly
Level 3: Unobservable inputs for the asset or liability
The carrying value of financial assets represents the fair value that will be received in respect of the Rockwood
project being the value that would be payable by Zenith Minerals Limited (ZNC) to acquire the remaining interest if
ZNC exercises the option to do so.
Level 1
Level 2
Level 3
Total
$
$
$
$
Assets
Financial assets
Total assets
Liabilities
Total liabilities
55,000
55,000
-
-
-
-
-
-
-
-
-
-
55,000
55,000
-
-
56
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
DIRECTORS’ DECLARATION
The directors of the Company declare that:
1.
(a)
(b)
2
3.
4.
the financial statements, notes and additional disclosures included in the directors’ report designated as
audited, of the Consolidated Group are in accordance with the Corporations Act 2001, including:
complying with Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements; and
giving a true and fair view of the Company’s and Consolidated Group’s financial position as at 30 June 2016
and of their performance for the year ended on that date.
The financial report also complies with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 1 to the financial report.
In the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they become due and payable.
This declaration has been made after receiving the declarations required to be made to the directors in
accordance with section 295A of the Corporations Act 2001 for the financial year ended to 30 June 2016.
This declaration is made in accordance with a resolution of the Board of Directors.
Managing Director
Guido Arnout
25 August 2016
57
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF
4DS MEMORY LIMITED
Report on the Financial Report
We have audited the accompanying financial report of 4DS Memory Limited (the company) which
comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement
of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, notes comprising a summary of significant
accounting policies and other explanatory information, and the directors’ declaration of the company and
the consolidated entity. The consolidated entity comprises the company and the entities it controlled at the
year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of
Financial Statements, that the financial statements comply with International Financial Reporting
Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor’s judgement, including the assessment of
the risks of material misstatement of the financial report, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial
report that gives a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act
2001.
58
Opinion
In our opinion:
(a)
the financial report of 4DS Memory Limited is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016
and their performance for the year ended on that date; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed in
Note 1.
Emphasis of Matter
Without modifying our opinion, we draw attention to Note 1(f) in the financial report, which indicates that
the consolidated entity incurred a loss of $(11,741,689) (2015: $(1,304,852)) during the year ended 30
June 2016. This condition, along with other matters as set out in note 1, indicate the existence of a material
uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going
concern and therefore, the consolidated entity may be unable to realise its assets and discharge its
liabilities in the normal course of business.
The financial report of the consolidated entity and the company does not include any adjustments in
relation to the recoverability and classification of recorded asset amounts or to the amounts and
classification of liabilities that might be necessary should the company and/or the consolidated entity not
continue as going concerns.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 18 of the directors’ report for the year
ended 30 June 2016. The directors of the company are responsible for the preparation and presentation of
the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of 4DS Memory Limited for the year ended 30 June 2016
complies with section 300A of the Corporations Act 2001.
PKF MACK
SIMON FERMANIS
PARTNER
25 AUGUST 2016
WEST PERTH
WESTERN AUSTRALIA
59
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 11 August 2016 and has been approved by the Board of the
Company.
This Corporate Governance Statement discloses the extent to which the Company will follow the recommendations set
by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations
3rd Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that will
not be followed have been identified and reasons for not following them, along with what (if any) alternative governance
practices have been adopted in lieu of the Recommendation.
The Company has adopted Corporate Governance Policies which provide written terms of reference for the Company’s
corporate governance practices. The Board of the Company has not yet formed an audit committee, nomination
committee, risk management committee or remuneration committee.
The Company’s Corporate Governance Policies are available on the Company’s website at www.4dsmemory.com.
Principle 1: Lay solid foundations for management and oversight
Roles of the Board & Management
The Board of Directors is responsible for guiding and monitoring the Company on behalf of shareholders by whom they
are elected and to whom they are accountable.
The Board is responsible for, and has the authority to determine all matters relating to the strategic direction, policies,
practices, establishing goals for management and the operation of the Company. The Managing Director is responsible
to the Board for the day-to-day management of the Company.
•
•
•
•
•
•
•
•
•
•
•
The principal functions and responsibilities of the Board include, but are not limited to, the following:
•
Appointment, evaluation, rewarding and if necessary the removal of the Managing Director (or equivalent), the
Company Secretary and senior management personnel;
In conjunction with members of the senior management team, develop corporate objectives, strategies and
operations plans and approve and appropriately monitor plans, new investments, major capital and operating
expenditures, use of capital, acquisitions, divestitures and major funding activities;
Establishing appropriate levels of delegation to the executive Directors to allow them to manage the business
efficiently;
Monitoring actual performance against planned performance expectations and reviewing operating information at
a requisite level to understand at all times the financial and operating conditions of the Company;
Monitoring the performance of senior management, including the implementation of strategy and ensuring
appropriate resources are available;
Identifying areas of significant business risk and ensure that the Company is appropriately positioned to manage
those risks;
Overseeing the management of safety, occupational health and environmental issues;
Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and
financial performance of the Company for the period under review;
Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper
operational, financial, compliance, and internal control processes are in place and functioning appropriately;
Ensuring that appropriate internal and external audit arrangements are in place and operating effectively;
Authorising the issue of any shares, options, equity instruments or other securities within the constraints of the
Corporations Act and the ASX Listing Rules; and
Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has
adopted, and that its practice is consistent with, a number of guidelines including:
− Code of Conduct;
− Continuous Disclosure Policy;
− Diversity Policy;
− Performance Evaluation Practices Policy;
− Procedures for Selection and Appointment of Directors;
− Remuneration Policy;
− Risk Management and Internal Compliance and Control Policy;
− Securities Trading Policy; and
− Shareholder Communication Policy.
Subject to the specific authorities reserved to the Board under the Board Charter, the Board delegates to the Managing
Director responsibility for the management and operation of 4DS. The Managing Director is responsible for the day-to-
60
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
CORPORATE GOVERNANCE STATEMENT
day operations, financial performance and administration of 4DS within the powers authorised to him from time-to-
time by the Board. The Managing Director may make further delegation within the delegations specified by the Board
and will be accountable to the Board for the exercise of those delegated powers.
Further details of Board responsibilities, objectives and structure are set out in the Board Charter on the 4DS website.
Board Committees
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the
formation of separate committees at this time including audit, risk, remuneration or nomination committees, preferring at
this stage of the Company’s development, to manage the Company through the full Board of Directors. The Board
assumes the responsibilities normally delegated to the audit, risk, remuneration and nomination Committees.
If the Company’s activities increase, in size, scope and nature, the appointment of separate committees will be
reviewed by the Board and implemented if appropriate.
Board Appointments
The Company undertakes comprehensive reference checks prior to appointing a director, or putting that person forward
as a candidate to ensure that person is competent, experienced, and would not be impaired in any way from undertaking
the duties of director. The Company provides relevant information to shareholders for their consideration about the
attributes of candidates together with whether the Board supports the appointment or re-election.
The terms of the appointment of a non-executive director, executive directors and senior executives are agreed upon
and set out in writing at the time of appointment.
The Company Secretary
The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper
functioning of the Board, including agendas, Board papers and minutes, advising the Board and its Committees (as
applicable) on governance matters, monitoring that the Board and Committee policies and procedures are followed,
communication with regulatory bodies and the ASX and statutory and other filings.
Diversity
The Board has adopted a Diversity Policy which provides a framework for the Company to establish and achieve
measurable diversity objectives, including in respect to gender diversity. The Diversity Policy allows the Board to set
measurable gender diversity objectives (if considered appropriate) and to assess annually both the objectives (if any
have been set) and the Company’s progress towards achieving them.
The Board considers that, due to the size, nature and stage of development of the Company, setting measurable
objectives for the Diversity Policy at this time is not appropriate. The Board will consider setting measurable objectives
as the Company increases in size and complexity.
The participation of women in the Company at the date of this report is as follows:
18%
• Women employees in the Company
• Women in senior management positions 33%
• Women on the Board
0%
The Company’s Diversity Policy is available on its website.
Board & Management Performance Review
On an annual basis, the Board conducts a review of its structure, composition and performance.
The annual review includes consideration of the following measures:
• comparing the performance of the Board against the requirements of its Charter;
• assessing the performance of the Board over the previous 12 months having regard to the corporate strategies,
operating plans and the annual budget;
reviewing the Board’s interaction with management;
reviewing the type and timing of information provided to the Board by management;
reviewing management’s performance in assisting the Board to meet its objectives; and
identifying any necessary or desirable improvements to the Board Charter.
•
•
•
•
61
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
CORPORATE GOVERNANCE STATEMENT
The method and scope of the performance evaluation will be set by the Board and may include a Board self-assessment
checklist to be completed by each Director. The Board may also use an independent adviser to assist in the review.
The Chairman has primary responsibility for conducting performance appraisals of Non-Executive Directors, in
conjunction with them, having particular regard to:
contribution to Board discussion and function;
degree of independence including relevance of any conflicts of interest;
availability for and attendance at Board meetings and other relevant events;
contribution to Company strategy;
•
•
•
•
• membership of and contribution to any Board committees; and
•
suitability to Board structure and composition.
Given, the size of the Board, the change to the composition of the Board during the financial year and the current level
of operations of the Company, no formal appraisal of the Board was conducted during the financial year.
The Board conducts an annual performance assessment of the Managing Director against agreed key performance
indicators.
Independent Advice
Directors have a right of access to all Company information and executives. Directors are entitled, in fulfilling their duties
and responsibilities, to obtain independent professional advice on any matter connected with the discharge of their
responsibilities, with prior notice to the Chairman, at 4DS’s expense.
Principle 2: Structure the board to add value
Board Composition
During the financial year and to the date of this report the Board was comprised of the following members:
Mr James Dorrian
Dr Guido Arnout
Mr David McAuliffe
Mr Howard Digby
Mr Tim Grice
Mr Riccardo Vittino
Mr Peter Webse
Non-Executive Chairman (appointed 7 December 2015);
CEO and Managing Director (appointed 7 December 2015);
Non-Executive Director (appointed 7 December 2015);
Non-Executive Director (appointed 7 December 2015);
Non-Executive Director (appointed 8 May 2015 resigned 7 December 2015);
Non-Executive Director (appointed 4 August 2010 resigned 7 December 2015); and
Non-Executive Director (appointed 8 May 2015 resigned 7 December 2015).
Prior to 7 December 2015, the Board was made up entirely of Non-Executive Directors. From 7 December 2015, the
Board has been comprised of three Non-Executive Directors and the Managing Director.
4DS has adopted a definition of 'independence' for Directors that is consistent with the Recommendations.
Prior to the change of the Board on 7 December 2015, the Company had a majority of independent Directors, with
Messrs Grice and Vittino considered to be independent as they were not members of management and were free of any
business or other relationship that could materially interfere with – or could reasonably be perceived to materially interfere
with – the independent exercise of their judgement. Mr Webse was not considered to be independent due to him
providing company secretarial services to the Company.
As the Board presently exists, the Company’s Non-Executive Chairman, Mr James Dorrian, is not considered to be an
independent director as he is a substantial shareholder of the Company and Dr Guido Arnout is not considered to be
independent as he is an executive of the Company.
Messrs McAuliffe and Digby are considered to be independent as they are not members of management and are free of
any business or other relationship that could materially interfere with – or could reasonably be perceived to materially
interfere with – the independent exercise of their judgement.
Board Selection Process
The Board considers that a diverse range of skills, backgrounds, knowledge and experience is required in order to
effectively govern 4DS. The Board believes that orderly succession and renewal contributes to strong corporate
governance and is achieved by careful planning and continual review.
62
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
CORPORATE GOVERNANCE STATEMENT
The Board is responsible for the nomination and selection of directors. The Board reviews the size and composition of
the Board regularly and at least once a year as part of the Board evaluation process.
The Board has established a Board Skills Matrix. The Board Skills Matrix includes the following areas of knowledge and
expertise:
•
•
•
•
•
•
Strategic expertise;
Specific industry knowledge;
Accounting and finance;
Risk management;
Experience with financial markets; and
Investor relations.
Induction of New Directors and Ongoing Development
New Directors are issued with a formal Letter of Appointment that sets out the key terms and conditions of their
appointment, including Director's duties, rights and responsibilities, the time commitment envisaged, and the Board's
expectations regarding involvement with any Committee work.
An induction program is in place and new Directors are encouraged to engage in professional development activities to
develop and maintain the skills and knowledge needed to perform their role as Directors effectively.
Principle 3: Act ethically and responsibly
The Company has implemented a Code of Conduct, which provides guidelines aimed at maintaining high ethical
standards, corporate behaviour and accountability within the Company.
All employees and Directors are expected to:
•
•
•
•
•
•
respect the law and act in accordance with it;
maintain high levels of professional conduct;
respect confidentiality and not misuse Company information, assets or facilities;
avoid real or perceived conflicts of interest;
act in the best interests of shareholders;
by their actions contribute to the Company’s reputation as a good corporate citizen which seeks the respect of the
community and environment in which it operates;
perform their duties in ways that minimise environmental impacts and maximise workplace safety;
exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their workplace and with
customers, suppliers and the public generally; and
act with honesty, integrity, decency and responsibility at all times.
•
•
•
An employee that breaches the Code of Conduct may face disciplinary action including, in the cases of serious breaches,
dismissal. If an employee suspects that a breach of the Code of Conduct has occurred or will occur, he or she must
report that breach to the Company Secretary. No employee will be disadvantaged or prejudiced if he or she reports in
good faith a suspected breach. All reports will be acted upon and kept confidential.
Principle 4: Safeguard integrity in corporate reporting
The Board as a whole fulfils to the functions normally delegated to the Audit Committee as detailed in the Audit
Committee Charter.
The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor
when any vacancy arises. Candidates for the position of external auditor must demonstrate complete independence
from the Company through the engagement period. The Board may otherwise select an external auditor based on
criteria relevant to the Company’s business and circumstances. The performance of the external auditor is reviewed on
an annual basis by the Board.
The Board receives regular reports from management and from external auditors. It also meets with the external auditors
as and when required.
The external auditors attend 4DS's AGM and are available to answer questions from security holders relevant to the
audit.
63
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
CORPORATE GOVERNANCE STATEMENT
Prior approval of the Board must be gained for non-audit work to be performed by the external auditor. There are
qualitative limits on this non-audit work to ensure that the independence of the auditor is maintained.
There is also a requirement that the audit partner responsible for the audit not perform in that role for more than five
years.
CEO and CFO Certifications
The Board, before it approves the entity’s financial statements for a financial period, receives from its CEO and CFO (or,
if none, the persons fulfilling those functions) a declaration provided in accordance with Section 295A of the Corporations
Act that, in their opinion, the financial records of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards and give a true and fair view of the financial
position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
Principle 5: Make timely and balanced disclosure
The Company has a Continuous Disclosure Policy which outlines the disclosure obligations of the Company as
required under the ASX Listing Rules and Corporations Act. The policy is designed to ensure that procedures are in
place so that the market is properly informed of matters which may have a material impact on the price at which
Company securities are traded.
The Board considers whether there are any matters requiring disclosure in respect of each and every item of business
that it considers in its meetings. Individual Directors are required to make such a consideration when they become
aware of any information in the course of their duties as a Director of the Company.
The Company is committed to ensuring all investors have equal and timely access to material information concerning
the Company.
The Board has designated the Company Secretary as the person responsible for communicating with the ASX. The
Chairman, Managing Director and the Company Secretary are responsible for ensuring that:
a)
Company announcements are made in a timely manner, that announcements are factual and do not omit any
material information required to be disclosed under the ASX Listing Rules and Corporations Act; and
Company announcements are expressed in a clear and objective manner that allows investors to assess the impact
of the information when making investment decisions.
b)
Principle 6: Respect the rights of security holders
The Company recognizes the value of providing current and relevant information to its shareholders.
The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company
is committed to:
•
communicating effectively with shareholders through releases to the market via ASX, the company website,
information mailed or emailed to shareholders and the general meetings of the Company;
giving shareholders ready access to clear and understandable information about the Company; and
making it easy for shareholders to participate in general meetings of the Company.
•
•
The Company also makes available a telephone number and email address for shareholders to make enquiries of the
Company. These contact details are available on the “Contact” page of the Company’s website.
Shareholders may elect to, and are encouraged to, receive communications from 4DS and 4DS's securities registry
electronically. The contact details for the registry are available on the “Investors” page of the Company’s website.
The Company maintains information in relation to its Constitution, governance documents, Directors and senior
executives, Board and committee charters, annual reports and ASX announcements on the Company’s website.
Principle 7: Recognise and manage risk
The Board is committed to the identification, assessment and management of risk throughout 4DS's business activities.
The Board is responsible for the oversight of the Company’s risk management and internal compliance and control
framework. The Company does not have an internal audit function. Responsibility for control and risk management is
delegated to the appropriate level of management within the Company with the Managing Director having ultimate
64
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
CORPORATE GOVERNANCE STATEMENT
responsibility to the Board for the risk management and internal compliance and control framework. 4DS has established
policies for the oversight and management of material business risks.
4DS's Risk Management and Internal Compliance and Control Policy recognises that risk management is an essential
element of good corporate governance and fundamental in achieving its strategic and operational objectives. Risk
management improves decision making, defines opportunities and mitigates material events that may impact security
holder value.
4DS believes that explicit and effective risk management is a source of insight and competitive advantage. To this end,
4DS is committed to the ongoing development of a strategic and consistent enterprise wide risk management program,
underpinned by a risk conscious culture.
4DS accepts that risk is a part of doing business. Therefore, the Company’s Risk Management and Internal Compliance
and Control Policy is not designed to promote risk avoidance. Rather 4DS's approach is to create a risk conscious
culture that encourages the systematic identification, management and control of risks whilst ensuring we do not enter
into unnecessary risks or enter into risks unknowingly.
4DS assesses its risks on a residual basis; the Board evaluates the level of risk remaining and considers all the mitigation
practices and controls. Depending on the materiality of the risks, 4DS applies varying levels of management plans.
The Board has required management to design and implement a risk management and internal compliance and control
system to manage 4DS’s material business risks. It receives regular reports on specific business areas where there
may exist significant business risk or exposure. The Company faces risks inherent to its business, including economic
risks, which may materially impact the Company’s ability to create or preserve value for security holders over the short,
medium or long term. The Company has in place policies and procedures, including a risk management framework (as
described in the Company’s Risk Management and Internal Compliance and Control Policy), which is developed and
updated to help manage these risks. The Board does not consider that the Company currently has any material exposure
to environmental or social sustainability risks.
The Company’s process of risk management and internal compliance and control includes:
•
identifying and measuring risks that might impact upon the achievement of the Company’s goals and objectives,
and monitoring the environment for emerging factors and trends that affect those risks;
formulating risk management strategies to manage identified risks, and designing and implementing appropriate
risk management policies and internal controls; and
monitoring the performance of, and improving the effectiveness of, risk management systems and internal
compliance and controls, including regular assessment of the effectiveness of risk management and internal
compliance and control.
•
•
The Board review’s the Company’s risk management framework at least annually to ensure that it continues to effectively
manage risk.
Management reports to the Board as to the effectiveness of 4DS’s management of its material business risks on at each
Board meeting.
Principle 8: Remunerate fairly and responsibly
The Board as a whole fulfils to the functions normally delegated to the Remuneration Committee as detailed in the
Remuneration Committee Charter.
4DS has implemented a Remuneration Policy which was designed to recognise the competitive environment within which
4DS operates and also emphasise the requirement to attract and retain high calibre talent in order to achieve sustained
improvement in 4DS’s performance. The overriding objective of the Remuneration Policy is to ensure that an individual’s
remuneration package accurately reflects their experience, level of responsibility, individual performance and the
performance of 4DS.
The key principles are to:
•
•
link executive reward with strategic goals and sustainable performance of 4DS;
apply challenging corporate and individual key performance indicators that focus on both short-term and long-
term outcomes;
motivate and recognise superior performers with fair, consistent and competitive rewards;
remunerate fairly and competitively in order to attract and retain top talent;
•
•
65
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
CORPORATE GOVERNANCE STATEMENT
•
•
recognise capabilities and promote opportunities for career and professional development; and
through employee ownership of 4DS shares, foster a partnership between employees and other security holders.
The Board determines the Company’s remuneration policies and practices and assesses the necessary and desirable
competencies of Board members. The Board is responsible for evaluating Board performance, reviewing Board and
management succession plans and determines remuneration packages for the Managing Director, Non-Executive
Directors and senior management based on an annual review.
4DS’s executive remuneration policies and structures and details of remuneration paid to directors and senior managers
where appointed) are set out in the Remuneration Report.
Non-Executive Directors receive fees (including statutory superannuation where applicable) for their services, the
reimbursement of reasonable expenses and, in certain circumstances options.
The maximum aggregate remuneration approved by shareholders for Non-Executive Directors is $300,000 per annum.
The Directors set the individual Non-Executive Directors fees within the limit approved by shareholders.
The total fees paid to Non-Executive Directors during the reporting period were $121,458.
Executive directors and other senior executives (where appointed) are remunerated using combinations of fixed and
performance based remuneration. Fees and salaries and set at levels reflecting market rates and performance based
remuneration is linked directly to specific performance targets that are aligned to both short and long term objectives.
In accordance with the Company’s Securities Trading policy, participants in an equity based incentive scheme are
prohibited from entering into any transaction that would have the effect of hedging or otherwise transferring the risk of
any fluctuation in the value of any unvested entitlement in the Company’s securities to any other person.
Further details in relation to the company’s remuneration policies are contained in the Remuneration Report, within the
Directors’ report.
66
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
ASX ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 11 October 2016.
As at 11 October 2016 there were 775 holders of Ordinary Fully Paid Shares
VOTING RIGHTS
The voting rights of the ordinary shares are as follows:
Subject to any rights or restrictions for the time being attached to any shares or class of shares of the Company, each
member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members
will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one
vote. However, where a person present at a general meeting represents personally or by proxy, attorney or
representation more than one member, on a show of hands the person is entitled to one vote only despite the number
of members the person represents.
On a poll each eligible member has one vote for each fully paid share held.
There are no voting rights attached to any of the options and performance shares that the Company currently has on
issue. Upon exercise of these options, the shares issued will have the same voting rights as existing ordinary shares.
TWENTY LARGEST SHAREHOLDERS
The names of the twenty largest holders of each class of listed securities are listed below:
Ordinary Full Paid Shares
Name
ABN Amro Clearing Sydney Nominees Pty Ltd
James Dorrian
Kurt Pfluger
BNM Holdings Pty Ltd
Southam Investments 2003 Pty Ltd
Tisia Nominees Pty Ltd
JK Nominees Pty Ltd
Hoperidge Enterprises Pty Ltd
Oaktone Nominees Pty Ltd
Tatsuo International Pte Ltd
Dan Brors
Aviemore Capital Pty Ltd
Mr Jason Peterson & Mrs Lisa Peterson
Zero Nominees Pty Ltd
Dr Winston O Pty Ltd
David Jerimiah Mcauliffe
National Nominees Limited
Rohan Vanden Driesen
HSBC Custody Nominees (Australia) Limited
Michael Hawran
Total Top 20
Others
Total Ordinary Shares on Issue
No of Ordinary
Shares Held
Percentage of Issued
Shares
44,889,427
35,045,806
25,133,349
25,027,900
21,797,002
21,343,824
20,304,486
16,666,667
15,741,667
12,491,944
10,788,728
10,666,667
10,259,972
8,186,667
7,858,755
7,501,188
7,490,739
7,487,632
7,032,492
6,493,439
322,208,351
336,948,163
659,156,514
6.81%
5.32%
3.81%
3.80%
3.31%
3.24%
3.08%
2.53%
2.39%
1.90%
1.64%
1.62%
1.56%
1.24%
1.19%
1.14%
1.14%
1.14%
1.07%
0.99%
48.92%
51.08%
100.00%
67
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
ASX ADDITIONAL INFORMATION
SUBSTANTIAL HOLDERS
The names of the substantial shareholders disclosed to the Company as substantial shareholders as at 11 October 2016
are:
Name
Mr James Dorrian
No of Shares Held % of Issued Capital
5.32%
35,045,086
DISTRIBUTION OF EQUITY SECURITIES
Ordinary Fully Paid Shares
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Totals
Holders
Total Units
% Issued Share Capital
14
61
58
245
397
775
6,109
211,706
480,008
12,845,860
645,612,831
659,156,514
0.00%
0.03%
0.07%
1.95%
97.95%
100.00%
Unmarketable Parcels – 137 Holders
RESTRICTED SECURITIES
As at 11 October 2016 the following shares are subject to escrow:
7,800,823 Ordinary Shares until 17 December 2016
105,603,724 Ordinary Shares until 17 December 2017
UNQUOTED SECURITIES
As at 11 October 2016, the following unquoted securities are on issue:
26,666,668 Options Expiring 10/05/2018 @ $0.024 – 5 Holders
Holders with more than 20%
Holder Name
Hoperidge Enterprises Pty Ltd
Tisia Nominees Pty Ltd
Oaktone Nominees Pty Ltd
JK Nominees Pty Ltd
Holding
5,416,667
5,416,667
5,416,667
5,416,667
% IC
20.31%
20.31%
20.31%
20.31%
3,000,000 Options Expiring 25/06/2018 @ $0.042 – 3 Holders
Holders with more than 20%
Holder Name
Mr Riccardo Vittino & Ms Jacqueline Vittino
Mr Tim Grice
Mr Peter Gordon Webse
Holding
1,000,000
1,000,000
1,000,000
% IC
33.33%
33.33%
33.33%
10,000,000 Options Expiring 30/06/2020 @ $0.050 – 1 Holder
Holders with more than 20%
Holder Name
Melanie Buffier
Holding
10,000,000
% IC
100.00%
68
4DS Memory Limited and Controlled Entities
For the year ended 30 June 2016
ASX ADDITIONAL INFORMATION
36,458,333 Options Expiring 30/06/2020 @ $0.02 escrowed until 17 December 2017 – 1 Holder
Holders with more than 20%
Holder Name
Guido Arnout
Holding
36,458,333
% IC
100.00%
30,000,000 Options expiring 30/06/2020 @ $0.05 escrowed until 17 December 2017 – 4 Holders
Holders with more than 20%
Holder Name
JK Nominees Pty Ltd
Oaktone Nominees Pty Ltd
Melanie Buffier
Tisia Nominees Pty Ltd
6,666,669 Performance Shares1 expiring 23/12/16 – 4 Holders
Holders with more than 20%
Holder Name
Nortle Holdings Ltd
Custodian Nominee Company Limited
Argonaut Investments Pty Ltd
Holding
7,500,000
7,500,000
7,500,000
7,500,000
% IC
25.00%
25.00%
25.00%
25.00%
Holding
2,033,334
2,033,334
1,666,667
% IC
30.50%
30.50%
25.00%
67,604,019 Class 1 Performance Shares2 expiring 31/12/18 escrowed – 92 Holders
No Holder holds more than 20% of the Issued Capital
ON-MARKET BUY BACK
There is currently no on-market buyback program.
ASX LISTING RULE 4.10.19
The Group has used its cash and assets in a form readily convertible to cash that it had at the time of reinstatement of
the Group’s securities to quotation following compliance with Listing Rule 11.1.3 in a way consistent with its business
objectives.
1 The milestones for conversion of these Performance Shares are incapable of satisfaction and on 23 December 2016 they will convert
into a nominal number of Shares.
2 41,884,378 Performance Shares are escrowed until 17/12/16 and 25,719,641 are escrowed until 17/12/17. Details of the performance
conditions surrounding the Performance Shares are contained within Note 12 of the Notes to the Financial Statements.
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