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Annual Report 2016
Strategic progress:
delivering on blue sky
Explore monetisation of data
> Largely dependant on having 100% of a league
> League wide deals with ARU and AFL delivered
including framework for data commercialisation
> Dedicated League wide team
> XOS licensing business provides existing data
monetisation business
Sell to elite sport
> Strong sales with $29.4m TCV
growing at 74% as reported.
> More than 22,300 units ordered1
> Acquisition of XOS will enhance
offerings to elite sports
2
1
1 Includes units ordered since July 2010 for Catapult and since July 2012 for GP Sports
2 Management estimate
Contents
Chairman’s and CEO’s Letter
Review of Operations
2
4
11 Directors’ Report
20 Remuneration Report (audited)
28 Auditor’s Independence Declaration
29 Financial Statements
74 Directors’ Declaration
75
77
Independent Auditor’s Report
Information provided under
ASX Listing Rule 4.10
80 Corporate Directory
Catapult Group International Limited Annual Report 2016
1
3
Leverage marketing
platform of elite
sport into expanded
addressable market
> Early sales into US market
validated demand and provided
some price discovery
> Acquisition of Playertek is a material
step towards pivoting into B2C sales
> Prosumer market is a key focus
for Catapult, estimated to be
c.10-20x larger than elite market2
Building a high quality
growth story
Key Success Factor
Catapult
High gross margin
Very sticky product
High growth rate
Recurring revenue stream
Genuine global leader
True network effect
Running at 85%
Extremely low churn of ~1.5%
Total income up 59%; TCV up 74%
3 year subscription contracts;
longer tenure for league wide deals
Extremely dominant in market share,
global footprint, IP portfolio
Via data aggregation, benchmarking,
player trading
2
Chairman’s and
CEO’s Letter
On behalf of your Board of Directors
I am pleased to present to Catapult
Group’s shareholders our Annual
Report for the financial year ending
30 June 2016. In this, our second
year of being a public listed company,
we are proud to have delivered
another outstanding year of growth,
both financially and operationally,
producing a 196% total return to
our shareholders over the period,
significantly outperforming the
broader market.
FY16 result exceeded management guidance
On 10 August 2015, management set initial guidance for
FY16 unit orders at 30-40% above our FY15 result of 5,115
units. This guidance was subsequently upgraded on 24
November 2015 to a minimum 8,000 units ordered, or
more than 56% higher than Catapult’s FY15 result. At that
time we forecast the upgraded unit guidance would deliver
$24.5 million in total contract value (TCV) for FY16, a key
growth metric for Catapult.
Catapult’s FY16 result was significantly higher than our
upgraded guidance, with units ordered up 63% on FY15 to
8,354 units and total contract value (TCV) up 74% on FY15
to $29.4 million. This was an exceptional result for the
financial year and highlights the significant progress we
have made towards increasing our elite market penetration
globally – one of the four key long term goals set out in
Catapult’s IPO Prospectus.
Subscription business now dominates
Another of Catapult’s long term strategic goals is to a build
a stable, long-term recurring revenue base from subscription
contracts. Although Catapult only commenced its
subscription model in FY13, the preference of elite teams
for subscription over capital sales has been remarkable,
particularly in the USA. Notably, FY16 marks the first time
that subscription revenue exceeded capital sales revenue.
Furthermore, it is important to note that while Catapult
recorded an impressive 59% increase in total income in
FY16 to $18.7 million, growth in our annualised recurring
revenue (ARR) in FY16 was even stronger, up 84% to
$13.5 million as at 30 June 2016. This provides Catapult
with a strong foundation to build on into FY17, and it is
important to note that subscription sales recorded late
in the financial year will more significantly impact revenue
in FY17 rather than in FY16.
ARR is one of the fundamental metrics for assessing the
performance of Catapult. Significantly we saw strong
growth in every region – including in Australia, which has
been viewed as a relatively mature market. This reinforces
our view that we are still early in the growth curve of what
we believe is a large yet mostly unpenetrated global market
for elite wearable analytics.
It is also pleasing to see that many of our longer-term
clients, who are now entering the annual auto-renewal
phase of their subscriptions, are instead choosing to sign
new long-term subscriptions. This is an extremely pleasing
development, not simply because it strengthens our
recurring revenue base, but also because it demonstrates
how integral Catapult’s wearable analytics has become
to clubs’ performance requirements.
Accelerated expansion of sales platform and
focus on league-wide deals
A key driver of the success in our FY16 sales was the
significant investment made in expanding our global sales
and marketing platform during FY15. On 26 November
2016, Catapult announced it had raised approximately
$6m to further accelerate the expansion of its sales team.
This expansion saw employee numbers grow from 76
to 118 people (excluding acquisitions) in FY16. Despite this
increased investment in personnel, strong management
has ensured that the ratio of “sales to employee costs”
continued to rise in FY16.
Catapult has also succeeded in adding several key senior
executives to its management team, with a specific focus
on securing potential league-wide deals with elite sporting
Catapult Group International Limited Annual Report 2016
3
leagues around the world. In FY16 Catapult signed four
league-wide deals, with the Australian Football League
(AFL), Australian Rugby Union (ARU), US Women’s Soccer
League and Cricket Australia. These deals were the first
of their kind in the world as they involved a long-term
partnership between Catapult and each league, and they
show enormous promise for what lies ahead for the industry.
Strategic acquisitions to fuel further expansion
Catapult has made significant progress in its other two
long term goals culminating in two strategic acquisitions
announced simultaneously on 13 July 2016. The first,
XOS Technologies, Inc., is the US-based market leader
in providing innovative digital and video analytic software
solutions to elite sports teams in the United States.
The second, PLAYERTEK, is the UK-based leading
developer of wearable analytics software solutions
for the prosumer market.
The financial impact alone of the XOS acquisition is
significant, bolstering our balance sheet, earnings and cash
flow, as well as delivering many cross-selling opportunities.
At a strategic level the acquisition is even more significant
and brings together the global leader in wearable analytics
(Catapult) with the US-dominant video analytics technology
(XOS). Wearables and video are the two key performance
technology pillars in elite sporting club environments. It
therefore also puts Catapult in a unique position to pioneer
the development of next-generation products for elite sports
that integrate both player performance data analytics and
video analytics. This is hugely exciting and has the potential
to reshape performance technology at the elite team level.
The PLAYERTEK acquisition has a different focus and
delivers a proven, commercialised, low-cost solution that
will form a key part of Catapult’s growth into the global
sub-elite market. This includes junior clubs, as well
as sub-elite and semi-professional athletes. Catapult
estimates that the addressable market opportunity in this
sub-elite category is between 10 and 20 times larger than
the elite teams market that are Catapult’s current business.
The acquisitions were funded via an equity raising
launched on 13 July 2016, raising approximately A$100m
at A$3.00 a share. The equity raising was extremely well
supported by existing institutional and retail investors, and
allowed for new institutional investors to join the register.
We welcome all new shareholders to Catapult in FY16 and
thank you for your support.
Strong FY17 outlook
We look forward to another year of significant
achievements for Catapult in FY17. Overall Catapult
remains committed to its core strategic goals and with
a strong sales pipeline in place, the company expects
to record another strong year of growth in units ordered
in FY17. Revenue growth would be supported by the
compounding effect of the subscription business secured
in FY16, which locks in $13.5m of subscription revenue
(ARR) for FY17 as a starting point.
We continue to see growing demand for long-term
subscriptions amongst elite and professional clubs globally.
Our ability to capture this demand whilst maintaining strong
ARPU has been a key driver to a much higher TCV and mix
of subscription units than expected, including via league
level contracts.
It is difficult to overstate the strategic importance of the
XOS and PLAYERTEK transactions. They are genuinely
transformative for our business and will cement our global
leadership in player data analytics for team sports across
both elite and prosumer categories. Furthermore, the
acquisitions will enhance Catapult’s current sales and
product development footprint, with the addition of 95
highly qualified and experienced personnel primarily
across sales and R&D.
We would like to thanks our shareholders, customers and
all our catapult staff for continuing to embrace our vision,
sharing our confidence and supporting our efforts this
year. We look forward to celebrating many more significant
achievements with you in FY16 and beyond.
Dr Adir Shiffman
Executive Chairman
Mr Shaun Holthouse
Chief Executive Officer
4
Review
of Operations
FY16 Key Highlights
FY16 Units ordered
FY16 Total contract value
8,354 p
104% of Management’s
upgraded guidance
$29.4m p
120% of Management
forecast
8,354
63%
5,115
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
29.4
74%
16.9
$30m
$25m
$20m
$15m
$10m
$5m
$0m
FY16 Income
FY16 Annualised recurring revenue
$18.7m p
53% of
FY16 revenue
$13.5m p
Strong recurring
revenue base going
into FY17
18.9
59%
11.8
$20m
$18m
$16m
$14m
$12m
$10m
$8m
$6m
$4m
$2m
$0m
13.5
85%
7.3
$14m
$12m
$10m
$8m
$6m
$4m
$2m
$0m
Catapult Group International Limited Annual Report 2016
5
“Every player has worn it every day I’ve been here.
It can allow you to dial up or down practice intensity
or dial up or down conditioning for each player.”
Sam Hinkie, General Manager, Philadelphia 76’ers
FY16 results vs forecast
Forecast
Units ordered
Total contract value
Building strong growth in total contract value
Catapult
GPSports
FY16
(actual)
8,354
$29.4m
FY16
(forecast)
8,000
$24.5m
Variance
+4%
+20%
$30m
$25m
$20m
$15m
$10m
$5m
$0m
FY12
FY13
FY14
FY15
FY16
FY16 Key financial highlights
Underlying result
Total Income
EBITDA1
NPAT1
ARR
Statutory results
Total Income
EBITDA
NPAT
FY16
$18.7m
($4.4m)
($3.5m)
$13.5m
FY16
$18.7m
($6.8m)
($5.9m)
FY15
$11.8m
($2.5m)
($2.2m)
$7.3m
FY15
$11.8m
($4.6m)
($4.3m)
Change
+59%
-72%
-59%
+85%
Change
+59%
-46%
-36%
1 Adjusted for one-off costs and other extraordinary items. These include litigation costs, transaction costs and STIP costs.
6
Review of Operations
continued
CAGR = 209%
84% growth in ARR over
12 months to 30 June 2016
Growth in subscription business
Units ordered
Capital units
Subscription units
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
Growing proportion
of sales under long-term
subscriptions
46%
54%
36%
64%
26%
74%
57%
43%
ARR
$14m
$12m
$10m
$8m
$6m
$4m
$2m
$0m
FY13
FY14
FY15
FY16
30 June 13
30 June 14
30 June 15
30 June 16
Increasing gross margins
Revenue
Cost of Materials
GM% (RHS)
Operating cash moving
towards positive territory
$20m
$20m
$15m
$15m
$10m
$10m
$5m
$5m
$0m
$0m
$-5m
$-5m
FY14
FY15
FY16
86%
85%
84%
83%
82%
81%
Catapult Group International Limited Annual Report 2016
7
The Golden State Warriors (NBA) finished with the
fewest minutes lost due to injury in the NBA. And in the
postseason, they finished as champions. Technology
and data analysis are pillars of the Warriors’ front office.
Revenue split
Operating cash moving towards positive territory
Australia
USA
EMEA
APAC (ex Australia)
ROW
Other
Net cash from operating activities (RHS)
Receipts from customers
Payments to suppliers and employees
$20m
$15m
$10m
$5m
$0m
84% of
revenue
from
offshore
regions
$30m
$20m
$10m
$0m
$-10m
$-20m
$-30m
FY15
FY16
FY14
FY15
FY16
$5.0m
$2.5m
$0.0m
$-2.5m
$-5.0m
Statutory to Underlying EBITDA
Summary EBITDA adjustments
Statutory EBITDA
Acquisition related costs
Capital raising costs
STIP costs
Litigation costs
Pro-forma EBITDA
FY16
FY15
($6.8m)
($4.6m)
$1.8m
$0.1m
–
$0.4m
–
$1.3m
$0.3m
$0.5m
($4.4m)
($2.5m)
8
Review of Operations
continued
New league-wide deals
Australian Rules Football
Australian Rugby Union
US Womens Soccer
Cricket Australia
18/18 clubs
plus
development
program
Wallabies All Aust
Super Rugby teams
Academy and under
20’s Men and
Womens Sevens
Womens US
national team
10 league teams
Youth teams
National men’s team
(Test, ODI and T20) and
women’s team All state
teams (Sheffield Shield,
Matador Cup)
964 units
450 units
275 units
170 units
Data
Data
Acquisitions
On 13 July 2016, Catapult agreed to acquire 100%
of XOS Technologies, Inc, a Delaware incorporated
company (“XOS”), for US$60m (“XOS Acquisition”).
Founded in 1999, XOS introduced the first digital
coaching system to the professional sports market.
As at 30 June 2016, XOS had an extensive customer
base of >400 sports organisations with a current focus
on Pro and NCAA Division 1 sports including:
> 24 of 32 NFL teams
> 100+ NCAA Division 1 football programs,
and all SEC, Big 10 and Pac 12 teams
> 21 of 30 NHL teams
> 50+ NCAA Division 1 hockey programs
> 70+ NCAA Division 1 basketball programs
XOS has a highly engaged and loyal customer base
with average relationship tenure greater than 7 years
and renewal rates greater than 101% on a revenue basis
The acquisition of XOS is highly compelling as it:
> Brings together leaders of wearable and video
technology, the 2 key technology pillars in elite
club environments
> Strengthens Catapult’s strategic positioning and
operational platform to accelerate its expansion
globally and generate significant potential synergies
> Enables Catapult to pioneer the development of next
generation products for elite sports which integrate
player performance data analytics with video analytics
> Substantially accretive to Catapult’s total revenues,
recurring revenue base and EBITDA (pre-synergies)
and will accelerate Catapult’s transition to positive
EBITDA and free cash flow in FY171
1. Excludes one-off costs and extraordinary items
Catapult Group International Limited Annual Report 2016
9
“It’s the biggest breakthrough I have experienced in my life.
Football is an extreme sport and our goal is to have players
working at a very high level without damaging them.
We want to balance work and injury prevention.”
Roger Marandino, Strength and Conditioning, Indianapolis Colts
FY16 pro-forma impact of XOS Acquisition
Catapult FY16
XOS FY16
$60m
$50m
$40m
$30m
$20m
$10m
$0m
-$10m
Revenue
ARR
EBITDA
Both XOS and Catapult product sets have large annuity
revenue components, high gross margin and are sold
on long term subscriptions. Furthermore, the acquisition
will provide for significant enhancement in ability to offer
leagues an end-to-end solution including:
> Extended wearable player tracking
> Video analytics
> Video archiving and licensing
> Scouting and list management solutions for clubs
and leagues
> Secure document sharing
On 13 July 2016, Catapult agreed to acquire 100%
of Kodaplay Limited (PLAYERTEK). Based in Ireland,
PLAYERTEK has developed wearable analytics
products primarily targeted at amateur footballers
and clubs/organisations. Over 140 teams in Europe
have adopted PLAYERTEK’s products since they were
commercially launched in June 2015.
PLAYERTEK is expected to have an immaterial upfront
financial impact for Catapult but is highly strategic providing
a proven commercialised solution for Catapult to accelerate
entry into the prosumer market.
10
Review of Operations
continued
Expanding the global platform
The acquisitions will enhance Catapult’s current sales
and product development footprint, with the addition
of 95 highly qualified and experienced personnel
primarily across sales and R&D.
Catapult offices
XOS offices1
PLAYERTEK office1
A combined total of
213 staff in 11 countries1
1 Includes XOS and PLAYERTEK headcount
Catapult Group International Limited Annual Report 2016
11
Directors’ Report
The Directors of Catapult Group International Ltd (‘Catapult’) present their Report together with the financial statements
of the consolidated entity, being Catapult Group International Ltd (‘the Company’) and its controlled entities (‘the Group’)
for the year ended 30 June 2016.
Director details
The following persons were Directors of Catapult Group International Ltd during or since the end of the financial year.
Dr Adir Shiffman
MBBS, Medicine
Executive Chairman
Appointed 4 September 2013
Member of Remuneration and
Nomination Committee
Mr Shaun Holthouse
B.E. (Hon), Mechanical
Engineering, GAICD
Chief Executive Officer
Appointed 4 September 2013
Founder, Executive Director and
Chief Executive Officer of Catapult
since 2006
Dr Adir Shiffman, Executive Chairman of Catapult,
has extensive CEO and board experience in the
technology sector.
Adir has founded and sold more than half a dozen
technology startups, many of which were high growth
SaaS (software as a service) businesses. His expertise
includes: strategic planning, international expansion,
mergers and acquisitions, and strategic partnerships.
Adir currently sits on a number of boards, including as
the Non-Executive Chairman of ASX-listed Disruptive
Investment Group Limited (ASX: DVI). He is regularly
featured in the media in Australia, the US and Europe.
Adir graduated from Monash University with a Bachelor
of Medicine and a Bachelor of Surgery. Prior to becoming
involved in the technology sector, he practised as a doctor.
Other current Directorships:
Disruptive Investment Group Limited
(Appointed February 2013)
Previous Directorships (last 3 years):
None
Shaun has extensive experience in new technology
transitioning into commercial products, including
Biotechnology, MEMS, fuel cells, and scientific
instrumentation. Prior to co-founding Catapult, Shaun
was a Technology Development Manager for the CRC
for microtechnology from 2002-2006, which included
providing technical direction to more than 20 projects
with a budget of more than $60 million.
Shaun has grown Catapult from its inception, overseeing
the executive management team and is responsible
for strategy.
Shaun holds a Bachelor of Engineering (Hons) from the
University of Melbourne and is a graduate member of the
Australian Institute of Company Directors. He is the author
of numerous patents and patent applications in athlete
tracking, analytics and other technologies.
Other current Directorships:
None
Previous Directorships (last 3 years):
None
12
Directors’ Report continued
Mr Igor van de Griendt
B.E. Electrical Engineering
Chief Operating Officer
Appointed 4 September 2013
Member of Risk and
Audit Committee
Mr Calvin Ng
BComm (Fins) LLB AMC DFP
Non-Executive Director
Appointed 29 November 2013
Member of Risk and
Audit Committee
Mr Igor van de Griendt is a co-founder, Chief Operating
Officer and an Executive Director of Catapult.
Mr Calvin Ng has significant investment banking, mergers
& acquisitions and funds management experience.
In his capacity as COO, he has been responsible for
providing strategic direction and leadership in the
development of Catapult’s products, both in the analytical
space, as well as with respect to Catapult’s various
hardware offerings.
Calvin is a co-founder and Managing Director of the Aura
Group, an independent corporate advisory and funds and
wealth management business. He is also a co-founder
and Non-Executive Director of the Finsure Group one
of Australia’s largest mortgage groups.
Igor also provides guidance and operational support
to Catapult’s R&D and software development teams.
Prior to co-founding Catapult, Igor was a Project Manager
for the CRC for microtechnology which, in collaboration
with the Australian Institute of Sport, developed a number
of sensor platforms and technologies ultimately leading
to the founding of Catapult.
Prior to joining the CRC for microtechnology, Igor
was a director of a consulting business that provided
engineering services for more than 13 years to technology
companies such as Redflex Communications Systems
(now part of Exelis, NYSE:XLS), Ceramic Fuel Cells
(ASX:CFU), Ericsson Australia, NEC Australia and Telstra.
Igor holds a Bachelor of Electrical Engineering from Darling
Downs Institute of Advanced Education (now University of
Southern Queensland).
Other current Directorships:
None
Previous Directorships (last 3 years):
None
Calvin has significant board experience in a number
of businesses, with particular expertise in providing
management oversight and strategic guidance to small
and medium sized enterprises.
Calvin currently sits on a number of boards, including
entities associated with the Aura Group, Finsure Group and
ASX-listed Disruptive Investment Group Limited (ASX:DVI).
Calvin holds a Bachelor of Commerce and Bachelor of
Laws from the University of New South Wales. Calvin has
also completed a Graduate Diploma of Legal Practice and
has been admitted to practice as a lawyer in the Supreme
Court of New South Wales.
Other current Directorships:
Disruptive Investment Group Limited (ASX:DVI)
(Appointed February 2013)
Previous Directorships (last 3 years):
None
Catapult Group International Limited Annual Report 2016
13
Mrs Rhonda O’Donnell
M App Sc, MBA (Melbourne)
Non-Executive Director
Appointed 3 September 2014
Chair of Risk and Audit Committee
Member of Remuneration and
Nomination Committee
Mrs Rhonda O’Donnell has extensive experience
in international and local industries including
telecommunications, information technology,
education, government and utilities.
Rhonda has been a successful executive and board
member in both the private and public sectors. She has
received several industry achievement awards, including
the award for the Victorian Telstra Business Woman of the
Year in 1999.
Rhonda is also a Non-Executive Director of ASX-listed
Slater & Gordon (ASX:SGH), a trustee of MTAA Super
and former President/Chairman of Novell Asia Pacific.
Other current Directorships:
Slater & Gordon (ASX:SGH)
(Appointed March 2013)
Mr Brent Scrimshaw
Non-Executive Director
Appointed 24 November 2014
Chair of Remuneration and
Nomination Committee
Mr Brent Scrimshaw has over 25 years of experience
in consumer innovation, business leadership and brand
management, which he gained by acting in several roles for
Nike that were focussed on the athletic and sports industry
primarily through a diverse international career at Nike Inc.
Brent has held senior leadership roles at Nike Inc, including
Vice President and Chief Executive of Western Europe;
Chief Marketing Officer and Vice President of Category
Businesses for Nike Europe, Middle East and Africa; and
General Manager of Nike’s East Coast United States
operations in New York.
As one of Nike Inc’s 30 most senior leaders worldwide,
Brent has also served on Nike’s Global Corporate
Leadership Team, where he helped lead the creation of
Nike’s overall global operating strategy, as well as playing
a senior role as a key member of the Global Commercial
Operations Executive Team, which is responsible for sales
and distribution strategies worldwide.
Brent is currently a Non-Executive Director at Rhinomed
Ltd (ASX:RNO) a medical technology company focussed
on enhancing human efficiency through innovative
respiratory technologies and products, as well as the
CEO of Unscriptd, one of the world’s fastest growing
digital sports media properties.
Other current Directorships:
Rhinomed Ltd (ASX:RNO)
(Appointed February 2014)
Previous Directorships (last 3 years):
None
14
Directors’ Report continued
Company Secretaries
Anand Sundaraj is a lawyer, specialising in corporate
finance and securities law and has been involved in
a comprehensive range of corporate and investment
transactions including numerous initial public offerings
on the ASX. Anand was appointed Company Secretary
of Catapult Group International on 22 July 2015.
Brett Coventry is a Certified Practising Accountant and
previously the Group’s Chief Financial Officer. Brett has
held the CFO role with a number of fast growing and
technology businesses and has a degree in Accounting,
Brett is now General Manager Commercial facilitating
acquisitions, integrations and commercial policy. Brett was
the Company Secretary of Catapult Group International
from 27 February 2013 and resigned this position on
11 April 2016.
Principal activities
During the year, the principal activities of entities within the
Group were:
Loss per share for the year was $0.05 (2015: $0.04) and
no dividend will be paid or declared.
The Group took action against Statsports to enforce
its intellectual property rights, incurring legal costs of
$359,707; this matter was concluded November 2015.
The Group’s net assets increased to $11,939,461 compared
to the previous years’ position of $11,912,903.
Significant changes in the state of affairs
During the year, the following changes occurred within
the Group:
Capital Raising: On 26 November 2015 the Group issued
4,259,606 fully paid ordinary shares as part of its capital
raising program, which resulted in gross proceeds of
$6,048,640.
In the Directors’ opinion there have been no other significant
changes in the state of affairs of the Group during the year.
A further review of matters affecting the Group’s state of
affairs is contained in the operating and financial review.
> ongoing development and sale of elite athlete wearable
tracking solutions; and
Dividends
> ongoing development and sale of analytics for
athlete tracking.
There have been no significant changes in the nature
of these activities during the year.
Review of operations and financial results
The Group is the global leader in wearable elite athlete
tracking technology and corresponding sporting analytics.
The Group has a diverse customer base across sports
regions and leagues.
The Group has recorded an increased loss of $5,870,824
(2015: $4,309,230). This increase is due to professional
fees associated with the post balance sheet date acquisition
of XOS and PlayerTek as well as the continued transition to
a subscription business model, expansions into the United
States and European markets and continued investment
in development of products.
In respect of the current year, no dividend has been paid
by Catapult Group International Limited.
Events arising since the end of the
reporting period
Acquisition of XOS Technologies Inc and
Kodaplay Limited
On 13 July 2016, Catapult entered into a sale and purchase
agreement with XOS Technologies, Inc (XOS). XOS is
a market leader in providing innovative digital and video
analytic software solutions to elite sports teams in the
United States.
The XOS acquisition is strategically and financially
compelling for Catapult’s shareholders as it:
> Brings together the leaders of wearable and video
technology, the two key technology pillars in elite
club environments;
Catapult Group International Limited Annual Report 2016
15
> Strengthens Catapult’s strategic positioning and
operational platform to accelerate its expansion
globally and generate significant potential synergies;
> Enables Catapult to pioneer the development of
next generation products for elite sports which
integrate player performance data analytics and
video analytics; and
>
Is substantially accretive to Catapult’s total revenues,
recurring revenue base and EBITDA (pre-synergies)
and will accelerate Catapult’s transition to positive
EBITDA and free cash flow in FY17.
On 13 July 2016, Catapult Group entered into a sale and
purchase agreement with Kodaplay Limited (trading as
PlayerTek). PlayerTek is a leading developer of wearable
analytics software solutions for the prosumer market.
Over 140 teams across Europe and the UK have already
adopted PlayerTek’s products since they were commercially
launched in June 2015.
The PlayerTek acquisition is highly strategic, delivering
a proven commercialised low-cost solution and augmenting
the platform from which Catapult will spearhead its entry
into the global prosumer market; supporting junior clubs,
sub-elite and semi-professional athletes.
Both the acquisition of XOS and PlayerTek (the
‘Acquisitions’) were completed on 12 August 2016.
Equity Raising
On 13 July 2016, Catapult launched a fully underwritten
placement and entitlement offer to raise approximately
$100 million (‘Equity Raising’), to finance the acquisitions
of XOS and PlayerTek (‘Acquisition’) and provide additional
working capital. The issue price of $3.00 per share
was determined by a bookbuild process as part of the
institutional offer which raised approximately $91 million.
The remaining approximately $9 million was taken up by
eligible retail shareholders under the retail offer.
Likely developments, business strategies
and prospects
Based on the expected demand for wearable athlete
analytics globally and the continued growth in the Group’s
sales and marketing platform across key regions, we
expect a significant increase in sales for the next several
years. Furthermore, Catapult Group has continued to
broaden its suite of athlete analytics solutions through
the acquisitions of XOS and PlayerTek, resulting in
a substantially larger addressable market opportunity
across a wider range of customers in both elite and
prosumer sporting leagues. Catapult Group expects
to benefit in these new segments with increasing sales
and brand loyalty.
Business risk
In executing its growth plans Catapult Group is subject
to the following key market, operational and acquisition
risks outlined below.
Economic risk
Catapult may be affected by general economic conditions.
Changes in the broader economic and financial climate
may adversely affect the conduct of the Catapult’s
operations. In particular, sustained economic downturns in
key geographies where Catapult is focused may adversely
affect its financial performance. Changes in economic
factors affecting general business cycles, inflation, legislation,
monetary and regulatory policies, as well as changes to
accounting standards, may also affect the performance
of Catapult.
Industry and competition risk
Catapult’s performance could be adversely affected if
existing or new competitors reduce Catapult’s market
share, or its ability to expand into new market segments.
Catapult’s existing or new competitors may have substantially
greater resources and access to more markets than
Catapult. Competitors may succeed in developing
alternative products which are more innovative, easier to
use or more cost effective than those that have been or
may be developed by Catapult. This may place pricing
pressure on Catapult’s product offering and may impact
on Catapult’s ability to retain existing clients, as well as
Catapult’s ability to attract new clients. If Catapult cannot
compete successfully, Catapult’s business, operating
results and financial position could be adversely impacted.
16
Directors’ Report continued
Business risk continued
Technology and hosting platforms
Catapult relies on a third party hosting provider to maintain
continuous operation of its technology platforms, servers
and hosting services and the cloud based environment
in which Catapult provides its products. There is a risk
that these systems may be adversely affected by various
factors such as damage, faulting or aging equipment,
power surges or failures, computer viruses, or misuse
by staff or contractors. Other factors such as hacking,
denial of service attacks, or natural disasters may also
adversely affect these systems and cause them to become
unavailable. Further, if Catapult’s third party hosting provider
ceased to offer its services to Catapult and Catapult was
unable to obtain a replacement provider quickly, this could
lead to disruption of service to the Catapult website and
cloud infrastructure. This could lead to a loss of revenue
while Catapult is unable to provide its services, as well
as adversely affecting its reputation. This could have
a material adverse effect on Catapult’s financial position
and performance.
Data loss, theft or corruption
Catapult provides its services through cloud based and
other online platforms. Hacking or exploitation of any
vulnerability on those platforms could lead to loss, theft
or corruption of data. This could render Catapult’s services
unavailable for a period of time while data is restored.
It could also lead to unauthorised disclosure of users’
data with associated reputational damage, claims by users,
regulatory scrutiny and fines. Although Catapult employs
strategies and protections to try to minimise security
breaches and to protect data, these strategies and
protections might not be entirely successful. In that event,
disruption to Catapult’s services could adversely impact on
Catapult’s revenue and profitability. The loss of client data
could have severs impacts to client service, reputation and
the ability for clients to use the products.
Manufacturing and product quality risks
Catapult currently uses third party manufacturers
to produce components of its products. There is no
guarantee that these manufacturers will be able to meet
the cost, quality and volume requirements that are required
to be met in order for Catapult to remain competitive.
Catapult’s products must also satisfy certain regulatory
and compliance requirements which may include
inspection by regulatory authorities. Failure by Catapult
or its suppliers to continuously comply with applicable
requirements could result in enforcement action being
taken against Catapult.
As a manufacturer, importer and supplier of products,
product liability risk (including claims relating to product
faults), faulty products and associated recall and warranty
obligations are key risks of the Catapult business. While
Catapult has product liability insurance, not all claims will
be covered by this and the fallout from product liability
issues may be far greater than what an insurance policy
is able to cover.
Reliance on information provided
Catapult has undertaken a due diligence investigation
process in respect of XOS and PlayerTek which included
the review of financial and other information provided
by the vendors of XOS and PlayerTek respectively.
Despite taking reasonable efforts, Catapult has not been
able to verify the accuracy, reliability or completeness
of all the information which was provided to it against
independent data.
Similarly, financial information in respect of the XOS
Acquisition or PlayerTek Acquisition has been derived
from audit reviewed and unaudited financial information
of XOS and PlayerTek. Catapult is unable to verify the
accuracy or completeness of this information.
If any of the data or information provided by to and relied
upon by Catapult as part of the due diligence process
is shown to be incomplete, incorrect, inaccurate or
misleading, there is a risk that the actual financial position
and performance of XOS, PlayerTek and the Catapult
Group may be materially different to the financial position
and performance expected by Catapult and reflected in
this presentation. Investors should also note that there
is no assurance that the due diligence conducted was
conclusive and that all material issues and risks in respect
of the Acquisitions have been identified. Therefore, there
is a risk that unforeseen issues and risks may arise, which
may also have a material impact on Catapult.
Catapult Group International Limited Annual Report 2016
17
Business risk continued
Integration risk
The XOS Acquisition and PlayerTek Acquisition require
integration of businesses, technology, products and
systems and employees that have previously operated
independently. There are risks that the integration of XOS
and/or PlayerTek may encounter unexpected challenges
or issues including (but not limited to) delays in consents
and approvals, diversion of management attention, change
in management personnel, or that the acquisitions do not
deliver the benefits that were expected at the time the
acquisition was agreed (or delivers benefits to a lesser
extent than expected). A failure to fully integrate the
operations of XOS and/or PlayerTek, or a delay in the
integration process, could impose unexpected costs
that may adversely affect the financial performance and
position of Catapult.
Triggering change of control provisions
As the Acquisitions involve, in part, the acquisition of shares
in companies, the Acquisitions will result in a change
of control in XOS and PlayerTek. This could have adverse
consequences for Catapult. For example, contracts with
counterparties may be subject to review or termination
in the event of a change of control.
Foreign exchange
Foreign exchange rates are particularly important to
Catapult’s business given the increased amount of
revenue which Catapult will derive following the proposed
acquisitions from overseas. Catapult’s financial statements
are prepared and presented in Australian dollars.
Adverse movements in foreign currency markets could
affect Catapult’s profitability and financial position.
Development and commercialisation
of intellectual property
Catapult relies on its ability to develop and commercialise
its intellectual property. A failure to develop and
commercialise its intellectual property successfully
would lead to a loss of opportunities and adversely
impact the operating results and financial position of
Catapult. Furthermore, any third party developing superior
technology or technology with greater commercial appeal
in the fields in which Catapult operates may harm the
future prospects of Catapult.
Catapult’s success depends, in part, on its ability to obtain,
maintain and protect its intellectual property, including its
patents. Actions taken by Catapult to protect its intellectual
property may not be adequate, complete or enforceable
and may not prevent the misappropriation of its intellectual
property and proprietary information or deter independent
development of similar technologies by others. Catapult
may also suffer damage if former employees infringe its
intellectual property rights or assert their moral rights.
The granting of a patent does not guarantee that Catapult’s
intellectual property is protected and that others will not
develop similar technologies that circumvent such patents.
There can be no assurance that any patents Catapult
owns, controls or licences, whether now or in the future,
will give Catapult commercially significant protection of its
intellectual property.
Monitoring unauthorised use of Catapult’s intellectual
property rights is difficult and can be costly. Catapult may
not be able to detect unauthorised use of its intellectual
property rights. Changes in laws in Australia and other
jurisdictions in which Catapult operates may adversely
affect Catapult’s intellectual property rights.
Other parties may develop and patent substantially similar
or substitute products, processes, or technologies to
those used by Catapult, and other parties may allege that
Catapult’s products incorporate intellectual property rights
derived from third parties without their permission. Whilst
Catapult is not the subject of any claim that its products
infringe the intellectual property rights of a third party,
allegations of this kind may be received in the future and,
if successful, injunctions may be granted against Catapult
which could materially affect the operation of Catapult and
Catapult’s ability to earn revenue, and cause disruption
to Catapult’s services. The defence and prosecution of
intellectual property rights lawsuits, proceedings, and
related legal and administrative proceedings are costly
and time-consuming, and their outcome is uncertain.
18
Directors’ Report continued
Business risk continued
Product liability
Catapult’s business exposes it to potential product liability
claims related to the manufacturing, marketing and sale of
its products. Catapult maintains product liability insurance.
However to the extent that a claim is brought against
Catapult that is not covered or fully covered by insurance,
such claim could have a material adverse effect on the
business, financial position and results of Catapult.
Claims, regardless of their merit or potential outcome,
may adversely impact on Catapult’s business and its
future growth and profitability.
Litigation
Catapult may in the ordinary course of business be involved
in possible disputes. These disputes could give rise to
litigation. While the extent of any disputes and litigation
cannot be ascertained at this time, any dispute or litigation
may be costly and may adversely affect the operational
and financial results of Catapult.
Dividends
In respect of the current year, no dividend has been paid
by Catapult Group International Limited.
Development and commercialisation
of intellectual property continued
In addition to its patent and licensing activities, Catapult
also relies on protecting its trade secrets. Actions taken by
Catapult to protect its trade secrets may not be adequate
and this could erode its competitive advantage in respect
of such trade secrets. Further, others may independently
develop similar technologies.
Further product development risk
Catapult has developed its athlete tracking technology
and products, and continues to invest in further systems
and product development.
Catapult gives no guarantee that further development
of its athlete tracking technology and products will be
successful, that development milestones will be achieved,
or that Catapult’s intellectual property will be developed
into further products that are commercially exploitable.
There are many risks inherent in the development of
technologies and related products, particularly where
the products are in the early stages of development.
Projects can be delayed or fail to demonstrate any
benefit, or may cease to be viable for a range of reasons,
including scientific and commercial reasons.
Brand and reputation damage
The brand and reputation of Catapult and its individual
products are important in retaining and increasing the
number of clients that utilise Catapult’s technology and
products and could prevent Catapult from successfully
implementing its business strategy. Any reputational
damage or negative publicity surrounding Catapult
or its products could adversely impact on Catapult’s
business and its future growth and profitability.
Catapult Group International Limited Annual Report 2016
19
Directors’ meetings
The number of Directors’ meetings (including meetings of Committees of Directors) held during the year, and the number
of meetings attended by each Director is as follows:
Director’s Name
Board Meetings
Audit and Risk
Committee
Remuneration and
Nomination Committee
Adir Shiffman
Shaun Holthouse
Igor van de Griendt
Calvin Ng
Rhonda O’Donnell
Brent Scrimshaw
Where:
A
7
7
7
7
7
7
B
6
7
7
6
6
5
A
–
–
6
6
6
–
B
–
–
6
6
6
–
A
2
–
–
–
2
2
B
2
–
–
–
2
2
> column A is the number of meetings the Director was entitled to attend.
> column B is the number of meetings the Director attended.
Unissued shares under option
Unissued ordinary shares of Catapult Group International Ltd under option at the date of this report are:
Date Options Granted
Expiry Date
Exercise Price of Shares
Number under Option
11 October 2013
31 October 2014
31 October 2014
31 October 2014
14 April 2016
14 April 2016
14 April 2016
14 April 2016
6 June 2017
31 October 2019
31 October 2019
31 October 2019
14 April 2021
14 April 2021
1 January 2021
1 January 2021
$0.3068
$0.55
$0.605
$0.00
$2.20
$1.68
$2.31
$1.55
1,664,400
927,000
1,920,000
430,000
746,488
90,000
50,000
300,000
All options expire on their expiry date. The options issued on 11 October 2013, were under an agreement with Disruptive
Asset Management Pty Ltd and have been allotted after fulfilment of any conditions required for allotment.
All other options issued are part of the share-based employee remuneration program.
Shares issued during or since the end of the year as a result of exercise
The Company has not issued any ordinary shares as a result of the exercise of options during or since the end of the year.
20
Remuneration Report (audited)
The Directors of Catapult Group International Ltd present the Remuneration Report for Non-Executive Directors, Executive
Directors and other Key Management Personnel, prepared in accordance with the Corporations Act 2001 and the
Corporations Regulations 2001.
The Remuneration Report is set out under the following main headings:
1 Principles used to determine the nature and amount of remuneration
2 Details of remuneration
3 Service agreements
4 Share-based remuneration
5 Other information
1. Principles used to determine the nature and amount of remuneration
The principles of the Group’s executive strategy and supporting incentive programs and frameworks are:
>
to align rewards to business outcomes that deliver value to shareholders;
>
to drive a high performance culture by setting challenging objectives and rewarding high performing individuals; and
>
to ensure remuneration is competitive in the relevant employment market place to support the attraction, motivation
and retention of executive talent.
The Board has established a Nomination and Remuneration Committee which operates in accordance with its charter
as approved by the Board and is responsible for determining and reviewing compensation arrangements for the Directors
and the Executive Team.
The remuneration structure that has been adopted by the Group consists of the following components:
> fixed remuneration being annual salary; and
> short term incentives, being employee bonuses.
The Nomination and Remuneration Committee assess the appropriateness of the nature and amount of remuneration
on a periodic basis by reference to recent employment market conditions with the overall objective of ensuring maximum
stakeholder benefit from the retention of a high quality Board and Executive Team.
The payment of bonuses, share options and other incentive payments are reviewed by the Nomination and Remuneration
Committee annually as part of the review of executive remuneration and a recommendation is put to the Board for
approval. All bonuses, options and incentives must be linked to pre-determined performance criteria.
Catapult Group International Limited Annual Report 2016
21
Short Term Incentive (STI)
The Group’s performance measures involve the use of annual performance objectives, metrics, performance appraisals
and continuing emphasis on living the Company values.
The performance measures are set annually after consultation with the Directors and executives and are specifically
tailored to the areas where each executive has a level of control. The measures target areas the Board believes hold
the greatest potential for expansion and profit and cover financial and non-financial measures.
The Key Performance Indicators (KPIs) for the Executive Team are summarised as follows:
Performance area:
> financial – operating profit and earnings per share; and
> non-financial – strategic goals set by each individual business unit based on job descriptions.
The STI Program is currently a cash bonus for the Executive Team and other employees.
Remuneration approval
Catapult Group submits its Remuneration Report for adoption by shareholders at the annual general meeting. The current
remuneration reflects the report adopted 24 November 2015.
Consequences of performance on shareholder wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board has regard to the following indices
in respect of the current financial year and previous financial year:
Item
EPS (dollars)
Dividends (cents per share)
Net loss ($’000)
Share price ($)
2016
(0.05)
–
(5,871)
3.08
2015
(0.04)
–
(4,309)
1.04
22
Remuneration Report (audited) continued
2. Details of remuneration
Details of the nature and amount of each element of the remuneration of each Key Management Personnel (KMP)
of Catapult Group International Ltd shown in the table below:
Director and other Key Management Personnel remuneration
Short term employee benefits
Post-
employment
benefits
Long-term
benefits
Cash
salary
and fees
$
Cash
bonus
$
Annual
leave
$
Non-
monetary
benefits
$
Super-
annuation
$
Long
service
leave
$
Share-
based
payments
Options
and
perfor-
mance
rights
$
Perfor-
mance
based
percen tage
of remu-
neration
Total
$
229,500
60,000
204,000
100,000
297,419
100,000
248,265
155,441
247,048
211,578
20,000
87,500
–
–
9,091
8,716
27,185
21,702
73,440
50,228
73,440
36,062
64,307
29,295
102,210
167,457
354,593
136,456
348,333
229,545
–
–
–
–
–
30,441
–
80,441
40,000
36,958
66,667
90,405
–
–
–
–
–
–
(768)
11,664
17,956
12,321
15,327
9,332
68,791
63,735
–
–
23,415
18,762
23,461
20,803
6,977
4,772
6,977
3,426
6,109
5,675
–
–
12,808
16,818
7,858
13,206
–
–
–
–
–
–
14,460
18,800
1,378
2,248
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
4,921
16,106
–
4,921
–
–
97,505
72,238
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
289,500
304,000
442,733
448,002
325,552
354,789
80,417
55,000
80,417
39,488
70,416
65,411
7,541
124,821
5,842
286,452
54,766
467,315
45,425
231,160
52,868
504,222
38,832
368,114
20.7%
32.9%
22.6%
34.7%
6.1%
24.7%
0.0%
0.0%
0.0%
0.0%
0.0%
46.5%
6.0%
30.1%
20.3%
35.6%
23.7%
35.1%
16.8%
31.2%
Employee
Executive Directors
Adir Shiffman
Executive Chair
Shaun Holthouse
Director & CEO
Igor van de Griendt
Director & COO
Non-Executive Directors
Rhonda O’Donnell1
Brent Scrimshaw2
Calvin Ng
Year
2016
2015
2016
2015
2016
2015
2016
2015
2016
2015
2016
2015
Other Key Management Personnel
Brett Coventry** –
CFO/Company Secretary
Barry McNeill – CEO for
Europe, Middle East, Africa3
Brian Kopp –
President North America4
2016
2015
2016
2015
2016
2015
2016 Total
2015 Total
2016
1,790,290
286,667
2015
1,312,886
581,186
22,044
115,175
2,385,393
32,272
90,099
2,152,416
** Brett Coventry ceased as CFO on 11 January 2016 and was determined to no longer be a Key Management Personnel from this date.
As a result his remuneration is included for the period to 11 January.
1. Rhonda O’Donnell – Appointed 3 September 2014
2. Brent Scrimshaw – Appointed 24 November 2014
3. Barry McNeill – Appointed 15 September 2014
4. Brian Kopp – Appointed 15 September 2014
Catapult Group International Limited Annual Report 2016
23
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Name
Executive Directors
Adir Shiffman
Shaun Holthouse
Igor van de Griendt
Other Key Management Personnel
Barry McNeill
Brian Kopp
Fixed remuneration
At risk – STI
At risk – options
67%
65%
69%
70%
58%
33%
35%
31%
20%
33%
–
–
–
10%
9%
Long term incentives are provided exclusively by way of options, the percentages disclosed reflect the valuation
of remuneration consisting of options, based on the value of options expensed during the year.
Bonuses included in remuneration
Details of the short-term incentive cash bonuses awarded as remuneration to each Key Management Personnel, the
percentage of the available bonus that was paid in the financial year, and the percentage that was undetermined at the
end of the year is set out below:
Included in
remuneration
($)
Percentage
vested during
the year
Percentage
undetermined
at 30 June Performance criteria
Executive Directors
Adir Shiffman
120,000
Shaun Holthouse
200,000
Igor van de Griendt
123,000
50%
50%
16%
50% Outperforming public targets
Closing acquisitions
50% Outperforming public targets
Closing acquisitions
84% Outperforming public targets
Technology development targets
Other Key Management Personnel
Barry McNeill
100,000
40%
Brian Kopp
200,000
36%
60% Assessed against sales performance
and regional goals for APAC
and EMEA
Closing acquisitions
64% Assessed against sales performance
and regional goals for North America
Closing acquisitions
24
Remuneration Report (audited) continued
3. Service agreements
Remuneration and other terms of employment for the Executive Directors and other Key Management Personnel are
formalised in a Service Agreement. The major provisions of the agreements relating to remuneration are set out below:
Name
Current base salary
Term of agreement
Notice period
Annual Director’s
fees not included in
base salary
Adir Shiffman
Shaun Holthouse
$255,000
$265,000
Igor van de Griendt
$200,000
Barry McNeill
Brian Kopp
£150,000
US$270,000
Unspecified
Unspecified
Unspecified
Unspecified
Unspecified
One (1) month
–
Three (3) months
Three (3) months
Three (3) months
At Will
$85,000
$85,000
n/a
n/a
4. Share-based remuneration
All options refer to options over ordinary shares of the Company, which are exercisable on a one-for-one basis under the
terms of the agreements. All options remain subject to other vesting criteria, there are no criteria specifically set, but remain
subject review and approval by the Remuneration and Nomination Committee.
Details of options & rights holdings
Grant
date
Held at
1 July 15
31 Oct 14
105,000
31 Oct 14
10,000
31 Oct 14
960,000
Name
Brett
Coventry
Barry
McNeill
Granted
during
year
Net
change
other
Held at
30 Jun
16
(105,000)
(10,000)
n/a
n/a
–
–
–
Vested
during
year and
as at 30
Jun 16
n/a
n/a
Note
(a)
(a)
Value per
option
at grant
date
Total
value of
option
at grant
date
Exercise
price per
option
Vesting
schedule
Vesting
date
Expiry
date
105,000 31 Oct 17
31 Oct 19
$0.198
$20,790
10,000 31 Oct 17 30 Nov 17
$0.550
$5,500
–
960,000
320,000
320,000 15 Sep 15 31 Oct 19
$0.078
$24,960
320,000 15 Sep 16 31 Oct 19
$0.132
$42,240
320,000 15 Sep 17 31 Oct 19
$0.172
$55,040
14 Apr 16
–
100,000
Brian Kopp
31 Oct 14
960,000
–
–
–
100,000
–
(b)
100,000 12 Apr 19
14 Apr 21
$0.988
$98,790
960,000
48,000
48,000 15 Sep 15 31 Oct 19
$0.080
$3,840
240,000 15 Sep 16 31 Oct 19
$0.134
$32,160
288,000 15 Sep 17 31 Oct 19
$0.173
$49,824
384,000 15 Sep 18 31 Oct 19
$0.206
$79,104
(a) Brett Coventry ceased as CFO on 11 January 2016 and was determined to no longer be a Key Management Personnel from this date. This has been shown as ‘net change
other’, however he continued to hold these options subsequent to this date. Subsequent to this change, but before the end of the financial year, the terms of conditions were
altered such that 50% of these options became vested prior to the vesting dates listed above.
(b) 100,000 options were issued to Barry McNeill during the year and are not subject to any performance vesting conditions, as they issued in recognition of his ongoing
contribution to Group’s success over the last twelve months, and his importance to both the short and long term success of Group.
$0.550
$0.000
$0.605
$0.605
$0.605
$2.200
$0.605
$0.605
$0.605
$0.605
Catapult Group International Limited Annual Report 2016
25
All options and rights above were issued for nil consideration and will vest on the vesting date noted provided the continuous
service conditions and any applicable performance conditions have been met. The options and rights may be exercised
at any time from the vesting date to expiry date, subject to those options issued on 31 October 2014 meeting the escrow
period from 2 years from IPO date.
The following Directors have an indirect relevant interest in the 1,664,000 options issued on 11 October 2013 with an
exercise price of $0.3068:
> Adir Shiffman by virtue of him being the sole shareholder in BBHF Pty Ltd which is a 25% shareholder in Disruptive
Asset Management Pty Ltd which is the registered holder of the options; and
> Calvin Ng, by virtue of him being the sole shareholder in Ng Capital Management Pty Ltd which is a 25% shareholder
in Disruptive Asset Management Pty Ltd which is the registered holder of the options.
Details of shareholdings
The movement during the year in the number of ordinary shares held directly, indirectly or beneficially, by each key
management personnel, including their related parties, is as follows:
Name
Adir Shiffman(a)
Shaun Holthouse
Igor van de Griendt
Rhonda O’Donnell
Brent Scrimshaw
Calvin Ng(b)
Brett Coventry
Barry McNeill
Brian Kopp
Held at
1 July 2015
6,859,000
24,757,000
22,990,000
–
–
–
106,400
–
66,177
Received
on exercise
of options
Purchased
or sold
during year
Net change
other
Held at
30 Jun 16
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
6,859,000
24,757,000
22,990,000
–
–
–
106,400
–
66,177
(a) Adir Shiffman holds a relevant interest in another 9,811,600 shares held by Disruptive Special Opportunities Fund I by virtue of him being the sole shareholder in BBHF Pty
Ltd which is a 23% shareholder of Disruptive Capital Pty Ltd which is the Trustee of the Fund. He also holds a relevant interest in another 11,552,000 shares held by Disruptive
Special Opportunities Fund II by virtue of him being the sole shareholder in BBHF Pty Ltd which is a 23% shareholder of Disruptive Capital Pty Ltd which is the Trustee of
the Fund.
(b) Calvin Ng holds a relevant interest in another 9,811,600 shares held by Disruptive Special Opportunities Fund I by virtue of him being the sole shareholder in Ng Capital
Management Pty Ltd which is a 29% shareholder in Aura Group Pty Ltd which is a 69% shareholder of Disruptive Capital Pty Ltd which is the Trustee of the Fund. He also holds
a relevant interest in another 11,552,000 shares held by Disruptive Special Opportunities Fund II by virtue of him being the sole shareholder in Ng Capital Management Pty Ltd
which is a 29% shareholder in Aura Group Pty Ltd which is a 69% shareholder of Disruptive Capital Pty Ltd which is the Trustee of the Fund
END OF AUDITED REMUNERATION REPORT
26
Directors’ Report continued
Environmental legislation
Catapult Group International Ltd operations are not subject to any particular or significant environmental regulation under
a law of the Commonwealth or of a State or Territory in Australia.
Indemnities given and insurance premiums paid to auditors and officers
During the year, Catapult Group International Ltd paid a premium to insure officers of the Group. The officers of the Group
covered by the insurance policy include all Directors.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of the Group, and any other payments arising from liabilities incurred by
the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful
breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for
themselves or someone else to cause detriment to the Group.
Details of the amount of the premium paid in respect of insurance policies are not disclosed as such disclosure is prohibited
under the terms of the contract.
The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified
or agreed to indemnify any current or former officer or auditor of the Group against a liability incurred as such by an officer
or auditor.
Non-audit services
During the year, Grant Thornton, the Company’s auditors, performed certain other services in addition to their statutory
audit duties.
The Board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision
of those non-audit services during the year is compatible with, and did not compromise, the auditor independence
requirements of the Corporations Act 2001 for the reason the non-audit services do not undermine the general principles
relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not
involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the
Company, acting as an advocate for the Company or jointly sharing risks and rewards.
Details of the amounts paid to the auditors of the Company, Grant Thornton, and its related practices for audit and
non-audit services provided during the year are set out in Note 26 to the Financial Statements.
A copy of the Auditor’s Independence Declaration as required under s307C of the Corporations Act 2001 is included
on page 28 of this financial report and forms part of this Directors’ Report.
Catapult Group International Limited Annual Report 2016
27
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
Signed in accordance with a resolution of the Directors.
Dr Adir Shiffman
Executive Chairman
29 August 2016
28
Auditor’s Independence Declaration
22
The Rialto, Level 30
525 Collins St
Melbourne Victoria 3000
Correspondence to:
GPO Box 4736
Melbourne Victoria 3001
T +61 3 8320 2222
F +61 3 8320 2200
E info.vic@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of Catapult Group International Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead
auditor for the audit of Catapult Group International Limited for the year ended 30 June
2016, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act
2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the
audit.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
Adrian Nathanielsz
Partner - Audit & Assurance
Melbourne, 29 August 2016
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the
context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm
is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and
are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its
Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current
scheme applies.
Catapult Group International Limited Annual Report 2016
29
Financial Statements
Catapult Group International Limited
For the year ended 30 June 2016
Contents
30
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
31 Consolidated Statement of Financial Position
32 Consolidated Statement of Changes in Equity
33 Consolidated Statement of Cash Flows
34 Notes to the Consolidated Financial Statements
30
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the year ended 30 June 2016
Revenue
Other income
Costs of materials
Employee benefits expense
Capital raising costs
Travel, marketing and promotion
Occupancy
Professional fees
Depreciation and amortisation
Other expenses
Finance costs
Finance income
Other financial items
Loss before income tax
Income tax benefit
Loss for the year from continuing operations
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Note
8
9
2016
$
2015
$
17,368,550
11,261,011
1,331,893
516,371
(2,552,364)
(1,884,256)
20
(11,356,250)
(7,454,984)
(9,763)
(1,351,191)
(3,697,912)
(2,229,333)
(862,231)
(3,425,264)
(886,745)
(730,760)
(1,799,825)
(1,092,554)
(3,586,001)
(1,816,521)
(8,589,167)
(5,668,962)
(26,319)
71,409
(77,681)
(367,074)
72,044
(67,985)
(8,621,758)
(6,031,977)
2,750,934
1,722,747
(5,870,824)
(4,309,230)
23
23
24
25
Exchange differences on translating foreign operations
(233,095)
(499,070)
Other comprehensive income for the period, net of tax that may be
reclassified subsequently to profit or loss
Total comprehensive income for the period
Earnings per share
(233,095)
(499,070)
(6,103,919)
(4,808,300)
Basic and diluted loss per share (cents per share)
27
5.0 cents
4.2 cents
This statement should be read in conjunction with the notes to the financial statements.
Catapult Group International Limited Annual Report 2016
31
Consolidated Statement
of Financial Position
As at 30 June 2016
Assets
Current
Cash and cash equivalents
Trade and other receivables
Inventories
Current tax assets
Total Current Assets
Non-Current
Trade and other receivables
Property, plant and equipment
Goodwill
Other intangible assets
Deferred tax assets
Total Non-Current Assets
Total Assets
Liabilities
Current
Trade and other payables
Other liabilities
Current tax liabilities
Employee benefits
Current Liabilities
Non-Current
Other liabilities
Employee benefits
Deferred tax liabilities
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Share option reserve
Foreign currency translation reserve
Accumulated losses
Total Equity
Note
2016
$
2015
$
10
11
12
11
13
14
15
16
17
18
20
18
20
16
3,642,664
8,358,508
2,103,545
1,859,455
5,672,425
4,499,360
2,578,598
991,715
15,964,172
13,742,098
45,721
4,196,096
1,212,735
4,233,791
4,498,765
14,187,108
174,386
2,171,770
1,212,735
2,508,280
2,002,240
8,069,411
30,151,280
21,811,509
5,709,766
8,550,603
65,871
1,528,358
5,552,458
–
3,275,130
2,110,744
17,601,370
9,191,560
260,258
67,462
282,729
610,449
341,572
51,101
314,373
707,046
18,211,819
9,898,606
11,939,461
11,912,903
21
23,585,857
17,745,799
777,095
(740,001)
486,676
(506,906)
(11,683,490)
(5,812,666)
11,939,461
11,912,903
This statement should be read in conjunction with the notes to the financial statements.
32
Consolidated Statement
of Changes in Equity
For the year ended 30 June 2016
Share
Option
Reserve
$
Foreign
Currency
Translation
Reserve
$
Share
Capital
$
Accu-
mulated
Losses
$
Total Equity
$
4,878,403
298,151
(7,836)
(1,503,436)
3,665,282
1,499,400
–
–
188,525
(1,499,400)
12,867,396
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,499,400
188,525
(1,499,400)
12,867,396
13,055,921
(4,309,230)
(4,309,230)
(499,070)
–
(499,070)
(499,070)
(4,309,230)
(4,808,300)
17,745,799
486,676
(506,906)
(5,812,666)
11,912,903
17,745,799
486,676
(506,906)
(5,812,666)
11,912,903
Total transactions with owners
12,867,396
188,525
Balance at 1 July 2014
Issue of share capital under
share-based payments
Options issued
Treasury Shares
Issue of share capital, net of
transaction costs and tax
Note
21
20
21
Loss for the year
Other comprehensive income
Total comprehensive income
Balance at 30 June 2015
Balance at 1 July 2015
Issue of share capital under
share-based payments
Options issued
Treasury Shares
Issue of share capital, net of
transaction costs and tax
21
20
21
–
–
–
5,840,058
–
290,419
–
–
–-
–
–
–
–
–
–
–
–
–
–
–
290,419
–
5,840,058
6,130,477
(5,870,824)
(5,870,824)
(233,095)
–
(233,095)
(233,095)
(5,870,824)
(6,103,919)
Total transactions with owners
5,840,058
290,419
Loss for the year
Other comprehensive income
Total comprehensive income
–
–
–
–
–
–
Balance at 30 June 2016
23,585,857
777,095
(740,001)
(11,683,490)
11,939,461
This statement should be read in conjunction with the notes to the financial statements.
Catapult Group International Limited Annual Report 2016
33
Consolidated Statement of Cash Flows
For the year ended 30 June 2016
Operating activities
Receipts from customers
Government grants
Payments to suppliers and employees
Income tax paid
Note
2016
$
2015
$
18,122,692
12,452,333
672,715
404,952
(21,053,628)
(16,905,853)
(34,028)
–
Net cash used in operating activities
29
(2,292,249)
(4,048,568)
Investing activities
Purchase of property, plant and equipment
Purchase of other intangible assets
R&D tax offset received and offset against purchase of intangibles
Acquisition of GPSports, net of cash acquired
Interest received
Net cash used in investing activities
Financing activities
Proceeds from borrowings
Repayment of borrowings
Proceeds from issue of share capital
Transaction costs related to share capital issued
Interest paid
Net cash from financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of year
Exchange differences on cash and cash equivalents
(3,057,035)
(1,750,494)
(3,417,269)
(1,207,105)
930,644
543,197
–
(2,386,892)
23
71,409
72,044
(5,472,251)
(4,729,250)
–
–
1,500,000
(2,001,702)
6,048,640
12,000,000
(288,424)
(694,806)
23
(26,319)
(177,009)
5,733,897
10,626,483
(2,030,603)
1,848,665
5,672,425
3,754,202
842
69,558
Cash and cash equivalents, end of year
10
3,642,664
5,672,425
This statement should be read in conjunction with the notes to the financial statements.
34
Notes to the Consolidated
Financial Statements
1. Nature of operations
Catapult Group International Ltd and subsidiaries (‘the
Group’) principal activities are the development and supply
of wearable athlete tracking and analytics solutions.
2. General information and statement
of compliance
The consolidated general purpose financial statements
of the Group have been prepared in accordance
with the requirements of the Corporations Act 2001,
Australian Accounting Standards and other authoritative
pronouncements of the Australian Accounting Standards
Board. Compliance with Australian Accounting Standards
results in full compliance with the International Financial
Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (IASB). Catapult Group
International Ltd is a for-profit entity for the purpose of
preparing the financial statements.
Catapult Group International Ltd is the Group’s Ultimate
Parent Company. Catapult Group International Ltd
is a Public Company incorporated and domiciled in
Australia and listed on the Australian Stock Exchange.
The address of its registered office and its principal place
of business is The Clocktower, 1 Aurora Lane, Docklands,
Victoria, Australia.
The consolidated financial statements for the year ended
30 June 2016 were approved and authorised for issue by
the Board of Directors on 29 August 2016.
3. Changes in accounting policies
3.1 New and revised standards that are effective
for these financial statements
Effective this financial period the amendment below takes
effect 1 July 2015:
AASB 2015-4 Amendments to Australian Accounting
Standards clarifies Financial Reporting Requirements for
Australian Groups with a Foreign Parent. The Standard
aligns the relief available in AASB 10 Consolidated Financial
Statements and AASB 128 Investments in Associates
and Joint Ventures in respect of the financial reporting
requirements for Australian groups with a foreign parent.
This Standard is not applicable to Catapult.
3.2 Accounting standards issued but not yet
effective and have not been adopted early by
the Group
Certain new accounting standards and interpretations have
been published that are not mandatory for 30 June 2016
reporting periods, and have not yet been adopted by the
Group. The Group’s assessment of the impact of these
new standards and interpretations is set out below:
AASB 15 Revenue from Contracts with Customers
AASB 15:
>
replaces AASB 118 Revenue, AASB 111 Construction
Contracts and some revenue-related Interpretations
> establishes a new control-based revenue
recognition model
> changes the basis for deciding whether revenue is
to be recognised over time or at a point in time
> provides new and more detailed guidance on specific
topics (e.g., multiple element arrangements, variable
pricing, rights of return, warranties and licensing)
> expands and improves disclosures about revenue
Management has undertaken a detailed review of contract
obligations and the underlying transactions. This review
indicates that compliance with the Standard may result
in a requirement to adjust the current revenue recognition
methodology. Contracts contain an obligation to provide
training. This is currently amortised over the life of the
contract, compliance with the Standard will require this
revenue to be recognised as the service is incurred,
generally within the first 90 days of the contract, causing
a change in the first year of revenue recognition; this is not
considered to have a material impact. A review of costs
incurred in contract acquisition indicates that the sales
staff commissions on total contract value, currently
recognised upfront, will also require a change in accounting
treatment and be amortised over the life of the contract.
This change is not anticipated to be material. Accordingly it
is management’s opinion that the Standard is not expected
to have a material impact on the transactions and balances
recognised in the financial statements when it is first
adopted for the year ending 30 June 2019.
Catapult Group International Limited Annual Report 2016
35
AASB 9 Financial Instruments (December 2014)
AASB 9 introduces new requirements for the classification
and measurement of financial assets and liabilities.
These requirements improve and simplify the approach
for classification and measurement of financial assets
compared with the requirements of AASB 139.
The main changes are:
> Financial assets that are debt instruments will be
classified based on: (i) the objective of the entity’s
business model for managing the financial assets; and
(ii) the characteristics of the contractual cash flows.
> Allows an irrevocable election on initial recognition
to present gains and losses on investments in equity
instruments that are not held for trading in other
comprehensive income (instead of in profit or loss).
Dividends in respect of these investments that are
a return on investment can be recognised in profit
or loss and there is no impairment or recycling on
disposal of the instrument.
>
Introduces a ‘fair value through other comprehensive
income’ measurement category for particular simple
debt instruments.
> Financial assets can be designated and measured
at fair value through profit or loss at initial recognition
if doing so eliminates or significantly reduces
a measurement or recognition inconsistency that would
arise from measuring assets or liabilities, or recognising
the gains and losses on them, on different bases.
> Where the fair value option is used for financial liabilities
the change in fair value is to be accounted for as follows:
–
–
–
the change attributable to changes in credit risk are
presented in Other Comprehensive Income (OCI)
the remaining change is presented in profit or loss
If this approach creates or enlarges an accounting
mismatch in the profit or loss, the effect of the
changes in credit risk are also presented in profit
or loss. Otherwise, the following requirements have
generally been carried forward unchanged from
AASB 139 into AASB 9:
– classification and measurement of financial
liabilities; and
– derecognition requirements for financial assets
and liabilities.
AASB 9 requirements regarding hedge accounting represent
a substantial overhaul of hedge accounting that enable
entities to better reflect their risk management activities in
the financial statements. Furthermore, AASB 9 introduces
a new impairment model based on expected credit losses.
This model makes use of more forward-looking information
and applies to all financial instruments that are subject to
impairment accounting.
The entity is yet to undertake a detailed assessment
of the impact of AASB 9. However, based on the entity’s
preliminary assessment, the Standard is not expected to
have a material impact on the transactions and balances
recognised in the financial statements when it is first
adopted for the year ending 30 June 2019.
AASB 16 Leases (February 2016)
AASB 16:
>
>
replaces AASB 117 Leases and some
lease-related Interpretations
requires all leases to be accounted for ‘on-balance
sheet’ by lessees, other than short-term and low value
asset leases
> provides new guidance on the application of
the definition of lease and on sale and lease
back accounting
>
largely retains the existing lessor accounting
requirements in AASB 117
>
requires new and different disclosures about leases
Management has reviewed the applicable provisions,
specifically those relating to the operating leases as the
lessor of wearables under subscription arrangements.
Based on this assessment, the Standard is not expected
to have a material impact on the transactions and balances
recognised in the financial statements when it is first
adopted for the year ending 30 June 2020.
36
Notes to the Consolidated Financial Statements continued
3. Changes in accounting policies continued
3.2 Accounting standards issued but not yet
effective and have not been adopted early by
the Group continued
AASB 2014-4 Amendments to Australian Accounting
Standards – Clarification of Acceptable Methods of
Depreciation and Amortisation
The amendments to AASB 116 prohibit the use of
a revenue-based depreciation method for property, plant
and equipment. Additionally, the amendments provide
guidance in the application of the diminishing balance
method for property, plant and equipment.
The amendments to AASB 116 present a rebuttable
presumption that a revenue-based amortisation method
for intangible assets is inappropriate. This rebuttable
presumption can be overcome (i.e. a revenue-based
amortisation method might be appropriate) only in two
limited circumstances:
>
the intangible asset is expressed as a measure of
revenue, for example when the predominant limiting
factor inherent in an intangible asset is the achievement
of a revenue threshold (for instance, the right to operate
a toll road could be based on a fixed total amount
of revenue to be generated from cumulative tolls
charged); or
> when it can be demonstrated that revenue and the
consumption of the economic benefits of the intangible
asset are highly correlated.
When these amendments are first adopted for the year
ending 30 June 2017, there will be no material impact
on the transactions and balances recognised in the
financial statements.
4. Summary of accounting policies
4.1 Overall considerations
The consolidated financial statements have been prepared
using the significant accounting policies and measurement
bases summarised below.
4.2 Basis of consolidation
The Group financial statements consolidate those of the
Parent Company and all of its subsidiaries as of 30 June
2016. The Parent controls a subsidiary if it is exposed, or
has rights, to variable returns from its involvement with
the subsidiary and has the ability to affect those returns
through its power over the subsidiary. All subsidiaries have
a reporting date of 30 June.
All transactions and balances between Group companies
are eliminated on consolidation, including unrealised gains
and losses on transactions between Group companies.
Where unrealised losses on intra-Group asset sales are
reversed on consolidation, the underlying asset is also
tested for impairment from a Group perspective. Amounts
reported in the financial statements of subsidiaries have
been adjusted where necessary to ensure consistency with
the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of
subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to
the effective date of disposal, as applicable.
Non-controlling interests, presented as part of equity,
represent the portion of a subsidiary’s profit or loss and net
assets that is not held by the Group. The Group attributes
total comprehensive income or loss of subsidiaries
between the owners of the parent and the non-controlling
interests based on their respective ownership interests.
4.3 Business combination
The Group applies the acquisition method in accounting
for business combinations. The consideration transferred
by the Group to obtain control of a subsidiary is calculated
as the sum of the acquisition-date fair values of assets
transferred, liabilities incurred and the equity interests
issued by the Group, which includes the fair value of any
asset or liability arising from a contingent consideration
arrangement. Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and
liabilities assumed in a business combination regardless
of whether they have been previously recognised in the
acquiree’s financial statements prior to the acquisition.
Assets acquired and liabilities assumed are generally
measured at their acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable
intangible assets. It is calculated as the excess of the
Catapult Group International Limited Annual Report 2016
37
sum of (a) fair value of consideration transferred, (b) the
recognised amount of any non-controlling interest in the
acquire, and (c) acquisition-date fair value of any existing
equity interest in the acquiree, over the acquisition-date
fair values of identifiable net assets. If the fair values of
identifiable net assets exceed the sum calculated above,
the excess amount (i.e. gain on a bargain purchase) is
recognised in profit or loss immediately.
4.4 Foreign currency translation
Functional and presentation currency
The consolidated financial statements are presented
in Australian dollars (AUD), which is also the functional
currency of the Parent Company.
Foreign currency transactions and balances
Foreign currency transactions are translated into the
functional currency of the respective Group entity,
using the exchange rates prevailing at the dates of the
transactions (spot exchange rate). Foreign exchange
gains and losses resulting from the settlement of such
transactions and from the re-measurement of monetary
items at year end exchange rates are recognised in profit
or loss.
Non-monetary items are not retranslated at year-end
and are measured at historical cost (translated using the
exchange rates at the date of the transaction), except for
non-monetary items measured at fair value which are
translated using the exchange rates at the date when fair
value was determined.
Foreign operations
In the Group’s financial statements, all assets, liabilities
and transactions of Group entities with a functional
currency other than the AUD are translated into AUD
upon consolidation. The functional currency of the
entities in the Group has remained unchanged during the
reporting period.
On consolidation, assets and liabilities have been
translated into AUD at the closing rate at the reporting
date. Income and expenses have been translated into
AUD at the average rate over the reporting period.
Exchange differences are charged or credited to other
comprehensive income and recognised in the currency
translation reserve in equity. On disposal of a foreign
operation the cumulative translation differences recognised
in equity are reclassified to profit or loss and recognised as
part of the gain or loss on disposal.
4.5 Revenue
Revenue arises from the sale of goods and the rendering
of services, it is measured by reference to the fair value of
consideration received or receivable, excluding sales taxes,
rebates, and trade discounts.
The Group enters into sales transactions involving either
an outright sale to the client or on a subscription basis.
The Group applies the revenue recognition criteria set
out below to each separately identifiable component of
the sales transaction in order to reflect the substance of
the transaction.
Outright sale of goods
Outright sale of goods is recognised when the Group has
transferred to the buyer the significant risks and rewards
of ownership, generally when the customer has taken
undisputed delivery of the goods.
Subscription sale
The Group generates revenues from subscription sales
and once the customer has taken undisputed delivery of
the goods, the revenue from the subscription agreement
is recognised on a monthly basis, equal amounts for each
month of the subscription agreement.
In recognising subscription sales revenues, the Group
considers the nature of the term of the agreement and
the useful life of the goods being provided under the
subscription agreement.
Interest and dividend income
Interest income and expenses are reported on an accrual
basis using the effective interest method. Dividends, other
than those from investments in associates, are recognised
at the time the right to receive payment is established.
4.6 Operating expenses
Operating expenses are recognised in profit or loss upon
utilisation of the service or at the date of their origin.
Expenditure for warranties is recognised and charged
against the associated provision when the related revenue
is recognised.
38
Notes to the Consolidated Financial Statements continued
4.7 Borrowing costs
Borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset are
capitalised during the period of time that is necessary to
complete and prepare the asset for its intended use or
sale. Other borrowing costs are expensed in the period in
which they are incurred and reported in finance costs (see
Note 23).
4.8 Goodwill
Goodwill represents the future economic benefits arising
from a business combination that are not individually
identified and separately recognised. See Note 4.3
for information on how goodwill is initially determined.
Goodwill is carried at cost less accumulated impairment
losses. Refer to Note 14.1 for a description of impairment
testing procedures.
4.9 Other intangible assets
Recognition of other intangible assets
Acquired intangible assets
Acquired computer software licences are capitalised
on the basis of the costs incurred to acquire and install
the specific software. Brand names and customer lists
acquired in a business combination that qualify for
separate recognition are recognised as intangible assets at
their fair values (see Note 4.3).
Internally developed software
Expenditure on the research phase of projects to develop
new customised software for athlete tracking and analytic
analysis is recognised as an expense as incurred.
Costs that are directly attributable to a project’s
development phase are recognised as intangible assets,
provided they meet the following recognition requirements:
>
the development costs can be measured reliably;
>
the project is technically and commercially feasible;
>
the Group intends to and has sufficient resources to
complete the project;
>
the Group has the ability to use or sell the software; and
>
the software will generate probable future
economic benefits.
Development costs not meeting these criteria for
capitalisation are expensed as incurred.
Directly attributable costs include employee costs,
costs incurred on software development, along with
an appropriate portion of relevant overheads.
Internally developed hardware
Expenditure on the research phase of projects to develop
new hardware for athlete tracking and analytic analysis is
recognised as an expense as incurred.
Costs that are directly attributable to a project’s
development phase are recognised as intangible assets,
provided they meet the following recognition requirements:
>
the development costs can be measured reliably;
>
the project is technically and commercially feasible;
>
>
>
the Group intends to and has sufficient resources to
complete the project;
the Group has the ability to use or sell the
hardware; and
the hardware will generate probable future
economic benefits.
Development costs not meeting these criteria for
capitalisation are expensed as incurred.
Directly attributable costs include employee costs,
costs incurred on hardware development, along with
an appropriate portion of relevant overheads.
Subsequent measurement
All intangible assets, including capitalised internally
developed software and hardware, are accounted for using
the cost model whereby capitalised costs are amortised on
a straight-line basis over their estimated useful lives, as these
assets are considered finite. Residual values and useful lives
are reviewed at each reporting date. In addition, they are
subject to impairment testing as described in Note 4.12.
The following useful lives are applied:
> software (licenses and internally developed): 5 years,
except with regard to identified projects with 2 years
> brand names: annually assessed by management
for impairment
Catapult Group International Limited Annual Report 2016
39
> customer lists: 10 years
> hardware: 3 years
> distributor relationships: 10 years
> distributor contracts: 10 years
> goodwill: annually assessed by management
for impairment
Amortisation has been included within depreciation,
amortisation and impairment of non-financial assets.
Subsequent expenditures on the maintenance of computer
software and brand names are expensed as incurred.
When an intangible asset is disposed of, the gain or loss
on disposal is determined as the difference between
the proceeds and the carrying amount of the asset, and
is recognised in profit or loss within other income or
other expenses.
4.10 Property, plant and equipment
Plant, IT equipment and other equipment
Plant, IT equipment and other equipment (comprising
fittings and furniture) are initially recognised at acquisition
cost or manufacturing cost, including any costs directly
attributable to bringing the assets to the location and
condition necessary for it to be capable of operating
in the manner intended by the Group’s management.
Plant, IT equipment and other equipment are subsequently
measured using the cost model, cost less subsequent
precaution and impairment losses.
Depreciation is recognised on a diminishing-value basis
to write down the cost less estimated residual value of
Plant, IT equipment and other equipment. The following
useful lives are applied:
>
rental and demo units 4 years
> plant 3-10 years
> office equipment 3-20 years
> fixture and fittings 20 years
> other equipment 2-7 years
> property improvements 7 years
In the case of leasehold property, expected useful lives are
determined by reference to comparable owned assets or
over the term of the lease, if shorter.
Material residual value estimates and estimates of useful
life are updated as required, but at least annually.
Gains or losses arising on the disposal of property, plant
and equipment are determined as the difference between
the disposal proceeds and the carrying amount of the
assets and are recognised in profit or loss within other
income or other expenses.
4.11 Leased assets
Operating leases
Where the Group is a lessee, payments on operating lease
agreements are recognised as an expense on a straight-line
basis over the lease term. Associated costs, such as
maintenance and insurance, are expensed as incurred.
4.12 Impairment testing of goodwill, other intangible
assets and property, plant and equipment
For impairment assessment purposes, assets are grouped
at the lowest levels for which there are largely independent
cash inflows (cash-generating units). As a result, some
assets are tested individually for impairment and some are
tested at cash-generating unit level. Goodwill is allocated
to those cash-generating units that are expected to benefit
from synergies of the related business combination and
represent the lowest level within the Group at which
management monitors goodwill.
Cash-generating units to which goodwill has been allocated
(determined by the Group’s management as equivalent to
its operating segments) are tested for impairment at least
annually. All other individual assets or cash-generating units
are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not
be recoverable.
An impairment loss is recognised for the amount by which
the asset’s or cash-generating unit’s carrying amount
exceeds its recoverable amount, which is the higher of
fair value less costs to sell and value-in-use. To determine
the value-in-use, management estimates expected future
cash flows from each cash-generating unit and determines
40
Notes to the Consolidated Financial Statements continued
4. Summary of accounting policies continued
> Loans and receivables;
4.12 Impairment testing of goodwill, other intangible
assets and property, plant and equipment continued
a suitable interest rate in order to calculate the present
value of those cash flows. The data used for impairment
testing procedures are directly linked to the Group’s latest
approved budget, adjusted as necessary to exclude the
effects of future reorganisations and asset enhancements.
Discount factors are determined individually for each cash-
generating unit and reflect management’s assessment of
respective risk profiles, such as market and asset-specific
risks factors.
Impairment losses for cash-generating units reduce first
the carrying amount of any goodwill allocated to that cash-
generating unit. Any remaining impairment loss is charged
pro rata to the other assets in the cash-generating unit.
With the exception of goodwill, all assets are subsequently
reassessed for indications that an impairment loss
previously recognised may no longer exist. An impairment
charge is reversed if the cash-generating unit’s recoverable
amount exceeds its carrying amount.
4.13 Financial instruments
Recognition, initial measurement and de-recognition
Financial assets and financial liabilities are recognised
when the Group becomes a party to the contractual
provisions of the financial instrument, and are measured
initially at fair value adjusted by transactions costs, except
for those carried at fair value through profit or loss,
which are measured initially at fair value. Subsequent
measurement of financial assets and financial liabilities
are described below.
Financial assets are derecognised when the contractual
rights to the cash flows from the financial asset expire,
or when the financial asset and all substantial risks and
rewards are transferred. A financial liability is derecognised
when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of
financial assets
For the purpose of subsequent measurement, financial
assets other than those designated and effective as
hedging instruments are classified into the following
categories upon initial recognition:
> Financial assets at Fair Value Through Profit
or Loss (FVTPL);
> Held-To-Maturity (HTM) investments; or
> Available-For-Sale (AFS) financial assets.
All financial assets except for those at FVTPL are subject
to review for impairment at least at each reporting date
to identify whether there is any objective evidence
that a financial asset or a group of financial assets is
impaired. Different criteria to determine impairment are
applied for each category of financial assets, which are
described below.
All income and expenses relating to financial assets that
are recognised in profit or loss are presented within finance
costs, finance income or other financial items, except for
impairment of trade receivables which is presented within
other expenses.
Loans and receivables
Loans and receivables are non-derivative financial assets
with fixed or determinable payments that are not quoted
in an active market. After initial recognition, these are
measured at amortised cost using the effective interest
method, less provision for impairment. Discounting is
omitted where the effect of discounting is immaterial. The
Group’s cash and cash equivalents, trade and most other
receivables fall into this category of financial instruments.
Individually significant receivables are considered for
impairment when they are past due or when other
objective evidence is received that a specific counterparty
will default. Receivables that are not considered to be
individually impaired are reviewed for impairment in groups,
which are determined by reference to the industry and
region of a counterparty and other shared credit risk
characteristics. The impairment loss estimate is then based
on recent historical counterparty default rates for each
identified group.
Classification and subsequent measurement of
financial liabilities
The Group’s financial liabilities include borrowings, trade
and other payables and derivative financial instruments.
Catapult Group International Limited Annual Report 2016
41
Financial liabilities are measured subsequently at amortised
cost using the effective interest method, except for
financial liabilities held for trading or designated at FVTPL,
that are carried subsequently at fair value with gains or
losses recognised in profit or loss. All derivative financial
instruments that are not designated and effective as
hedging instruments are accounted for at FVTPL.
Derivative financial instruments and hedge accounting
Derivative financial instruments are accounted for at FVTPL
except for derivatives designated as hedging instruments
in cash flow hedge relationships, which requires a specific
accounting treatment.
4.14 Inventories
Inventories are stated at the lower of cost and net realisable
value. Cost includes all expenses directly attributable to
the manufacturing process as well as suitable portions of
related production overheads, based on normal operating
capacity. Costs of ordinarily interchangeable items are
assigned using the first in, first out cost formula. Net
realisable value is the estimated selling price in the ordinary
course of business less any applicable selling expenses.
4.15 Income taxes
Tax expense recognised in profit or loss comprises the
sum of deferred tax and current tax not recognised in other
comprehensive income or directly in equity.
Current income tax assets and/or liabilities comprise those
obligations to, or claims from, the Australian Taxation Office
(ATO) and other fiscal authorities relating to the current
or prior reporting periods that are unpaid at the reporting
date. Current tax is payable on taxable profit, which differs
from profit or loss in the financial statements. Calculation
of current tax is based on tax rates and tax laws that have
been enacted or substantively enacted by the end of the
reporting period.
Deferred income taxes are calculated using the liability
method on temporary differences between the carrying
amounts of assets and liabilities and their tax bases.
However, deferred tax is not provided on the initial
recognition of goodwill or on the initial recognition of an
asset or liability unless the related transaction is a business
combination or affects tax or accounting profit. Deferred
tax on temporary differences associated with investments
in subsidiaries and joint ventures is not provided if reversal
of these temporary differences can be controlled by the
Group and it is probable that reversal will not occur in the
foreseeable future.
Deferred tax assets and liabilities are calculated, without
discounting, at tax rates that are expected to apply to their
respective period of realisation, provided they are enacted
or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised to the extent that it is
probable that they will be able to be utilised against future
taxable income, based on the Group’s forecast of future
operating results which is adjusted for significant non-
taxable income and expenses and specific limits to the use
of any unused tax loss or credit. Deferred tax liabilities are
always provided for in full.
Deferred tax assets and liabilities are offset only when the
Group has a right and intention to set off current tax assets
and liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognised
as a component of tax income or expense in profit or loss,
except where they relate to items that are recognised in
other comprehensive income (such as the revaluation of
land) or directly in equity, in which case the related deferred
tax is also recognised in other comprehensive income or
equity, respectively.
Catapult Group International Ltd and its wholly-owned
Australian controlled entities have implemented the tax
consolidation legislation. As a consequence, these entities
are taxed as a single entity and the deferred tax assets and
liabilities of these entities are set off in the consolidated
financial statements.
4.16 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and
demand deposits, together with other short-term, highly
liquid investments that are readily convertible into known
amounts of cash and which are subject to an insignificant
risk of changes in value.
42
Notes to the Consolidated Financial Statements continued
4. Summary of accounting policies continued
4.17 Equity, reserves and dividend payments
Share capital represents the fair value of shares that have
been issued. Any transaction costs associated with the
issuing of shares are deducted from share capital, net
of any related income tax benefits.
Other components of equity include the following:
>
foreign currency translation reserve – comprises
foreign currency translation differences arising on the
translation of financial statements of the Group’s foreign
entities into AUD (see Note 4.4)
> share option reserve – comprises the grant date fair
value of options issued but not exercised.
Retained earnings include all current and prior period
retained profits.
Dividend distributions payable to equity shareholders are
included in other liabilities when the dividends have been
approved in a general meeting prior to the reporting date.
All transactions with owners of the parent are recorded
separately within equity.
4.18 Post-employment benefits and short-term
employee benefits
Post-employment benefit plans
The Group provides post-employment benefits through
defined contribution plans.
Short-term employee benefits
Short-term employee benefits are benefits, other than
termination benefits, that are expected to be settled wholly
within twelve (12) months after the end of the period in
which the employees render the related service. Examples
of such benefits include wages and salaries, non-monetary
benefits and accumulating sick leave. Short-term employee
benefits are measured at the undiscounted amounts
expected to be paid when the liabilities are settled.
4.19 Share-based employee remuneration
The Group operates equity-settled share-based
remuneration plans for its employees. None of the Group’s
plans feature any options for a cash settlement.
All goods and services received in exchange for the grant
of any share-based payment are measured at their fair
values. Where employees are rewarded using share-based
payments, the fair values of employees’ services are
determined indirectly by reference to the fair value of the
equity instruments granted. This fair value is appraised
at the grant date and excludes the impact of non-market
vesting conditions (for example performance conditions).
All share-based remuneration is ultimately recognised as
an expense in profit or loss with a corresponding credit
to share option reserve. If vesting periods or other vesting
conditions apply, the expense is allocated over the vesting
period, based on the best available estimate of the number
of share options expected to vest.
Non-market vesting conditions are included in assumptions
about the number of options that are expected to become
exercisable. Estimates are subsequently revised if there is
any indication that the number of share options expected
to vest differs from previous estimates. Any cumulative
adjustment prior to vesting is recognised in the current
period. No adjustment is made to any expense recognised
in prior periods if share options ultimately exercised are
different to that estimated on vesting.
Upon exercise of share options, the proceeds received net
of any directly attributable transaction costs are allocated
to share capital.
4.20 Provisions, contingent liabilities and
contingent assets
Provisions for product warranties, legal disputes, onerous
contracts or other claims are recognised when the Group
has a present legal or constructive obligation as a result
of a past event, it is probable that an outflow of economic
resources will be required from the Group and amounts
can be estimated reliably. Timing or amount of the outflow
may still be uncertain.
Restructuring provisions are recognised only if a detailed
formal plan for the restructuring has been developed and
implemented, or management has at least announced the
plan’s main features to those affected by it. Provisions are
not recognised for future operating losses.
Catapult Group International Limited Annual Report 2016
43
Provisions are measured at the estimated expenditure
required to settle the present obligation, based on the most
reliable evidence available at the reporting date, including
the risks and uncertainties associated with the present
obligation. Where there are a number of similar obligations,
the likelihood that an outflow will be required in settlement
is determined by considering the class of obligations as
a whole. Provisions are discounted to their present values,
where the time value of money is material.
Any reimbursement that the Group can be virtually certain
to collect from a third party with respect to the obligation
is recognised as a separate asset. However, this asset
may not exceed the amount of the related provision.
No liability is recognised if an outflow of economic
resources as a result of present obligation is not probable.
Such situations are disclosed as contingent liabilities,
unless the outflow of resources is remote in which case
no liability is recognised.
4.21 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 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 components of investing
and financing activities, which are disclosed as operating
cash flows.
4.22 Significant management judgement in applying
accounting policies
When preparing the financial statements, management
undertakes a number of judgements, estimates and
assumptions about the recognition and measurement
of assets, liabilities, income and expenses.
Significant management judgement
The following are significant management judgements
in applying the accounting policies of the Group that have
the most significant effect on the financial statements.
Recognition of subscription revenue and rental units
Determining when to recognise revenues from subscription
agreements requires an understanding of the customer’s
use and the useful life of the products, historical experience
and knowledge of the market. The Company provides GPS
tracking units for team sports under both an up-front sales
model and a subscription model. Under the subscription
model, the customer has the right to use the GPS tracking
units for the period of the subscription, however must
return the unit to the Group at the end of the subscription
period. Management has considered various factors under
AASB 117 Leases as to whether a component of the
subscription agreements represents a finance or operating
lease. As the GPS tracking units for the majority of
subscription contracts have a subscription period no more
than 75% of the useful life of the units, this component
of the subscription agreements has been considered
an operating lease with the Group as lessor. As such,
those GPS tracking units provided under subscription
agreements have been capitalised as ‘Rental Units’ under
property, plant and equipment and are amortised over their
estimated useful life.
All revenue under subscription sales is therefore recognised
on a straight-line basis over the term of the subscription
period, reflecting management’s best estimate of the
delivery of services and provision of the rental units over
the term of the agreements.
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised
is based on an assessment of the probability of the Group’s
future taxable income against which the deferred tax assets
can be utilised, as described in Note 16. In addition,
significant judgement is required in assessing the impact
of any legal or economic limits or uncertainties in various
tax jurisdictions.
Estimation uncertainty
Information about estimates and assumptions that have the
most significant effect on recognition and measurement of
assets, liabilities, income and expenses is provided below.
Actual results may be substantially different.
44
Notes to the Consolidated Financial Statements continued
4. Summary of accounting policies continued
4.23 Going concern
4.22 Significant management judgement in applying
accounting policies continued
Estimation uncertainty continued
Impairment
In assessing impairment, management estimates the
recoverable amount of each asset or cash-generating unit
based on expected future cash flows and uses an interest
rate to discount them. Estimation uncertainty relates
to assumptions about future operating results and the
determination of a suitable discount rate (see Note 4.12).
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of
depreciable assets at each reporting date, based on
the expected utility of the assets. Uncertainties in these
estimates relate to technical obsolescence that may
change the utility of certain software and IT equipment.
Inventories
Management estimates the net realisable values of
inventories, taking into account the most reliable evidence
available at each reporting date. The future realisation of
these inventories may be affected by future technology
or other market-driven changes that may reduce future
selling prices.
Business combinations
Management uses valuation techniques in determining
the fair values of the various elements of a business
combination (see Note 4.3). Particularly, the fair value of
contingent consideration is dependent on the outcome of
many variables that affect future profitability (see Note 5).
The financial statements have been prepared on the basis
that the consolidated entity is a going concern, which
assumes continuity of normal business activities and the
realisation of assets and the settlement of liabilities in the
ordinary course of business.
The consolidated Group incurred a loss after tax of
$8,526,189 and had net cash outflow from operating
activities of $2,292,249.
Notwithstanding this, the Directors are of the view that
the going concern principle is appropriate due to the
following factors:
> The consolidated entity has continued to successfully
secure sale arrangements with many leading sporting
organisations across the world for which revenues
and cash inflows will be recognised in future
reporting periods.
> The business has put in place appropriate staffing
globally to execute the growth strategy outlined in the
November capital raising.
> The acquisition of XOS brings a mature, cash-generating
entity into the Group enabling the consolidated operation
to finance its day to day operations more effectively,
better balance profitability with investment, and provide
additional capital to fund strategic growth opportunities.
5. Acquisitions and disposals
The Group had no acquisitions or disposals of business’s
or business units during the period.
Catapult Group International Limited Annual Report 2016
45
6. Interests in subsidiaries
Set out below details of the subsidiaries held directly by the Group:
Group Proportion of
Ownership Interests
Name of the
Subsidiary
Country of Incorporation &
Principal Place of Business
Principal Activity
30-Jun-16
30-Jun-15
Catapult Sports
Pty Ltd
Australia/The Clocktower, 1 Aurora
Lane, Docklands, Victoria, Australia
Manufacturing and Selling
for Catapult products
Catapult Gameday
Pty Ltd
Australia/The Clocktower, 1 Aurora
Lane, Docklands, Victoria, Australia
Trading entity for
relationships with Media
Catapult
International Pty Ltd
Australia/The Clocktower, 1 Aurora
Lane, Docklands, Victoria, Australia
Holding Company
GPSports Systems
Pty Ltd
Australia/Level 2 18 Barrier Street,
Canberra, ACT, Australia
Manufacturing and Selling
for GPSports products
Catapult Sports
LLC
Catapult Sports
Limited
Catapult Sports
Godo Kaisha
USA/8770 W Bryn Mawr Ave, Suite
1300, Chicago, Illinois 60631
North American Sales
Operations
UK/1 Aire Street, Leeds, UK
LS1 4PR
Japan/4F Shinagawa East
One Tower, 2-16-1, Konan,
Minato-ku, Tokyo
European Sales
Operations
Asia Sales Operations
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
7. Segment reporting
The Chief Operating Decision Maker currently reviews consolidated financial information when making decisions about
the allocation of resources, and therefore there are currently no separate reportable operating segments in the Group.
The Group’s revenues from external customers (excludes government grants) and its non-current assets are divided into
the following geographical areas:
Australia (Domicile)
Asia Pacific (ex Australia)
EMEA
USA
Rest of World
Total
2016
$
Revenue
Non-current
Assets
2,770,504
9,418,363
2,310,712
5,447,917
6,317,926
521,491
447,412
1,143,775
3,073,936
103,623
2015
$
Non-current
Assets
5,949,544
7,845
264,825
1,840,659
6,538
Revenue
1,804,659
1,575,183
3,295,966
4,283,354
301,849
17,368,550
14,187,108
11,261,011
8,069,411
Revenues from external customers in the Group’s domicile, Australia, as well as its major markets, the Europe and the
USA, have been identified on the basis of the customer’s geographical location. Non-current assets are allocated based
on their physical location.
During 2016, no single customer accounted for greater than 3% of the Group’s revenue (2015: 2%).
46
Notes to the Consolidated Financial Statements continued
8. Revenue
Revenue has been generated from the following types of sales transactions:
Capital revenue
Subscription revenue
Three year sales
Media revenue
Project revenue
Total Revenue
9. Other income
Other income has been generated from the following sources:
Government grants – EMDG
Government grants – R&D Tax Offset
Other income
Total Other Income
2016
$
2015
$
8,131,860
6,114,222
9,175,197
5,083,939
–
62,850
21,007
40,486
–
–
17,368,550
11,261,011
2016
$
119,926
1,018,023
193,944
1,331,893
2015
$
118,755
339,371
58,245
516,371
A further amount of Government grants from R&D tax offsets of $1,149,184 (2015 $543,197) were recognised as a reduction
in intangibles, based on the proportion of development, capitalised.
10. Cash and cash equivalents
Cash and cash equivalents include the following components:
Cash at bank and in hand:
AUD
EUR
GBP
USD
JPY
Cash and cash equivalents
2016
$
2015
$
1,841,349
3,454,980
292,042
89,083
235,089
561,230
1,420,060
1,421,126
130
–
3,642,664
5,672,425
The amount of cash and cash equivalents inaccessible to the Group as at 30 June 2016 amounts to $210,590 (2015: $nil)
relating to Letter of Credit securing the new Chicago office.
Catapult Group International Limited Annual Report 2016
47
11. Trade and other receivables
Trade and other receivables consist of the following:
Trade receivables, gross
Allowance for credit losses
Trade receivables
Social security and other taxes
Other
Prepayments
Non-financial assets
Other long-term financial assets
Trade and other receivables
2016
$
2015
$
6,964,410
4,140,327
(6,566)
(36,092)
6,957,844
4,104,235
744,693
145,185
510,786
1,400,664
228
25,629
369,268
395,125
8,358,508
4,499,360
45,721
174,386
8,404,229
4,324,946
The net carrying value of trade receivables is considered a reasonable approximation of fair value.
All of the Group’s trade and other receivables have been reviewed for indicators of impairment. An amount of $6,566 was
found to be impaired and subsequently an allowance for credit losses has been made (2015: $36,092).
12. Inventories
Raw materials and consumables
Work in progress
Finished goods
2016
$
2015
$
737,895
1,944,676
10,539
–
1,355,111
633,922
2,103,545
2,578,598
In 2016, a total of $2,552,364 of inventories was included in profit and loss as an expense (2015: $1,884,256). $Nil (2015:
$Nil) resulted from write down of inventories associated with change in device models.
48
Notes to the Consolidated Financial Statements continued
13. Property, plant and equipment
Details of the Group’s property, plant and equipment and their carrying amount are as follows:
Rental &
Demo Units
$
Plant &
Equipment
$
Furniture &
Fittings
$
Office
Equipment
$
Leasehold
Improve-
ments
$
Total
$
1,834,192
2,625,574
–
–
510,464
313,222
–
(1,744)
3,916
7,130
–
–
129,567
118,855
–
–
219,477
2,697,615
–
–
–
3,064,781
–
(1,744)
Gross carrying amount
Balance 1 July 2015
Additions
Disposals
Net exchange differences
Balance 30 June 2016
4,459,766
821,942
11,046
248,421
219,477
5,760,652
Depreciation and impairment
Balance 1 July 2015
Depreciation
(296,588)
(177,098)
(800,189)
(185,502)
Balance 30 June 2016
(1,096,777)
(362,600)
Carrying amount 30 June 2016
3,362,989
459,342
Gross carrying amount
Balance 1 July 2014
Additions
Disposals
Net exchange differences
1,294,850
1,400,221
(860,879)
–
223,148
287,222
(3,535)
3,629
(1,094)
(365)
(1,459)
9,587
3,916
–
–
–
(21,201)
(27,215)
(48,416)
(29,864)
(525,845)
(25,442)
(1,038,711)
(55,304)
(1,564,556)
200,005
164,172
4,196,096
92,702
36,864
193,289
1,807,905
26,188
1,750,495
–
–
–
–
(864,414)
3,629
Balance 30 June 2015
1,834,192
510,464
3,916
129,566
219,477
2,697,615
Depreciation and impairment
Balance 1 July 2014
(698,654)
(85,630)
(858)
(8,102)
(2,198)
(795,442)
Net exchange differences
Disposals
Depreciation
Balance 30 June 2015
860,879
658
(1,656)
(458,813)
(90,470)
(296,588)
(177,098)
Carrying amount 30 June 2015
1,537,604
333,366
–
–
(236)
(1,094)
2,822
–
–
–
–
658
859,223
(13,099)
(21,201)
(27,666)
(590,284)
(29,864)
(525,845)
108,365
189,613
2,171,770
All depreciation and impairment charges are included within depreciation and amortisation expense. The Group wrote
back $Nil (FY15 $860,879) worth of rental units which had been fully depreciated and subsequently upgraded to the new
device under Catapult’s subscription agreements. There were no material contractual commitments to acquire property,
plant and equipment at 30 June 2016 (2015: None).
Catapult Group International Limited Annual Report 2016
49
14. Goodwill
The movements in the net carrying amount of goodwill are as follows:
Balance 1 July
Acquired through business combinations
Balance 30 June
14.1 Impairment testing
2016
$
2015
$
1,212,735
1,212,735
–
–
1,212,735
1,212,735
For the purpose of annual impairment testing goodwill is allocated to the cash-generating units which expected to benefit
from the synergies of the business combinations in which the goodwill arises.
GPSports Systems
Goodwill allocation at 30 June
2016
$
2015
$
1,212,735
1,212,735
1,212,735
1,212,735
The recoverable amounts of the cash-generating units were determined based on value-in-use calculations, covering
detailed five-year forecast, followed by an extrapolation of expected cash flows for the units remaining useful lives using the
growth rates determined by management. The present value of the expected cash flows of each segment is determined by
applying a suitable discount rate.
GPSports Systems
14.2 Growth rates
Growth Rates
Discount Rates
2016
10.0%
2015
10.0%
2016
13.80%
2015
14.60%
The growth rates reflect a conservative management estimate, as publicly published growth rates for this industry segment
are not readily available.
14.3 Discount rates
The discount rate reflects appropriate adjustments relating to market risk and specific risk factors of the business unit.
50
Notes to the Consolidated Financial Statements continued
15. Other intangible assets
Acquired
Software
Licenses
$
Hardware
IP
$
Brand
Names
$
Distributor
Relationships
$
Distributor
Contracts
$
Customer
Relationships
$
Internally
Developed
Software
$
Total
$
Gross carrying amount
Balance at 1 July 2015
395,000
449,660
249,685
425,000
96,000
387,000
1,040,695
3,043,040
Acquisition through
business combination
Additions
–
607,126
–
–
–
–
–
–
–
–
–
–
–
–
1,879,498
2,486,624
Balance at 30 June 2016
1,002,126
449,660
249,685
425,000
96,000
387,000
2,920,193
5,529,664
Amortisation
and impairment
Balance at 1 July 2015
(79,000)
(109,316)
Amortisation
(64,455)
(176,269)
Balance at 30 June 2016
(143,455)
(285,585)
–
–
–
(42,500)
(42,500)
(85,000)
(48,000)
(48,000)
(96,000)
(38,700)
(217,244)
(534,760)
(38,700)
(391,189)
(761,113)
(77,400)
(608,433)
(1,295,873)
Carrying amount
30 June 2016
Gross carrying amount
858,671
164,075
249,685
340,000
–
309,600
2,311,760
4,233,791
Balance at 1 July 2014
395,000
327,949
249,685
425,000
96,000
387,000
498,498
2,379,132
Acquisition through
business combination
Additions
–
–
–
121,711
–
–
–
–
–
–
–
–
–
–
542,197
663,908
Balance at 30 June 2015
395,000
449,660
249,685
425,000
96,000
387,000
1,040,695
3,043,040
Amortisation
and impairment
Balance at 1 July 2014
–
–
Amortisation
(79,000)
(109,316)
Balance at 30 June 2015
(79,000)
(109,316)
–
–
–
–
(42,500)
(42,500)
–
(48,000)
(48,000)
–
(37,377)
(37,377)
(38,700)
(179,867)
(497,383)
(38,700)
(217,244)
(534,760)
Carrying amount
30 June 2015
316,000
340,344
249,685
382,500
48,000
348,300
823,451
2,508,280
In addition, research costs of $582,580 (2015: $813,211) were recognised as other expenses.
Catapult Group International Limited Annual Report 2016
51
16. Deferred tax assets and liabilities
Deferred taxes arising from temporary differences and unused tax losses can be summarised as attributable to
the following:
Deferred Tax Assets/(Liabilities)
Deferred Tax Assets
Property, plant and equipment
Provision for annual leave
Provision for long service leave
Other employee obligations
Other provisions
Tax losses
Section 40-880 expenditure
Deferred Tax Liabilities
Other intangible assets
Deferred tax movement
Deferred Tax Assets/(Liabilities)
Deferred Tax Assets
Inventories
Property, plant and equipment
Provision for annual leave
Provision for long service leave
Other employee obligations
Other provisions
Tax losses
Section 40-880 expenditure
Deferred Tax Liabilities
Other intangible assets
Foreign exchange
Deferred tax movement
1-Jul-15
$
527
106,188
41,796
120,820
37,018
1,113,597
582,294
2,002,240
(314,373)
(314,373)
Recognised
directly in
Equity
$
Recognised
in Business
Combination
$
Recognised
in Profit
& Loss
$
30-Jun-16
$
–
–
–
–
–
–
79,842
79,842
–
–
79,842
–
–
–
–
–
–
–
–
–
–
–
(132)
36,089
29,715
(23,987)
(18,348)
395
142,277
71,511
96,833
18,670
2,566,445
3,680,042
(173,099)
489,037
2,416,683
4,498,765
31,644
31,644
2,448,327
(282,729)
(282,729)
Recognised
directly in
Equity
$
Recognised
in Business
Combination
$
Recognised
in Profit
& Loss
$
1-Jul-14
$
30-Jun-15
$
4,201
659
77,991
42,115
50,500
–
–
–
–
–
–
–
–
–
121,197
296,663
208,442
208,442
(395,400)
(61,036)
(456,436)
–
–
–
208,442
–
–
–
–
–
–
–
–
–
–
–
–
–
(4,201)
(132)
28,197
(319)
70,320
37,018
1,113,597
252,655
–
527
106,188
41,796
120,820
37,018
1,113,597
582,294
1,497,135
2,002,240
81,027
61,036
142,063
1,639,198
(314,373)
–
(314,373)
52
Notes to the Consolidated Financial Statements continued
16. Deferred tax assets and liabilities continued
The amounts recognised in other comprehensive income relate exchange differences on translating foreign operations.
See Note 25 for the amount of the income tax relating to these components of other comprehensive income.
All deferred tax assets (including tax losses and other tax credits) have been recognised in the statement of financial position.
17. Trade and other payables
Trade and other payables consist of the following:
Current:
Trade payables
Total Trade and Other Payables
2016
$
2015
$
5,709,766
1,528,358
5,709,766
1,528,358
All amounts are short term. The carrying values of trade payables and other payables are considered to be a reasonable
approximation of fair value.
18. Other liabilities
Other liabilities consist of the following:
Advances received for future service work
Deferred income
Deferred gain (lease incentive)
Other
Other Liabilities – Current
Deferred income
Other Liabilities – Non-Current
2016
$
133,613
2015
$
–
7,926,746
4,825,078
139,750
350,494
207,027
520,353
8,550,603
5,552,458
260,258
260,258
341,572
341,572
The deferred gain relates to the lease incentive associated with Aurora Lane premises commencing March 2014.
The excess of proceeds received over fair value was deferred and is being amortised over the lease term of 4 years.
In 2016, deferred income of $67,277 (2015: $58,188) was recognised in profit or loss relating to this transaction.
The subsequent leasing agreement is treated as an operating lease. The non-current part of the deferred gain will
be amortised between 2016 and the end of the lease term.
All amounts recognised relating to deferred income are assessed for current versus non-current classification and
are applied to revenue as recognised in relation to the timing of the client contract. The Group expects to recognise
$6,838,846 of deferred income during FY 2017, with the balance falling into FY 2018 and 2019.
Catapult Group International Limited Annual Report 2016
53
19. Financial assets and liabilities
19.1 Categories of financial assets and liabilities
Note 4.13 provides a description of each category of financial assets and financial liabilities and the related accounting
policies. The carrying amounts of financial assets and financial liabilities in each category are as follows:
30 June 2016
Financial assets
Other long-term financial assets
Trade and other receivables
Cash and cash equivalents
30 June 2016
Financial liabilities
Trade and other payables
30 June 2015
Financial assets
Other long-term financial assets
Trade and other receivables
Cash and cash equivalents
30 June 2015
Financial liabilities
Trade and other payables
Loans and
Receivables
$
Other Assets
$
Note
(Carried at
amortised cost)
(Carried at
fair value)
Total
$
11
10
45,721
6,964,410
3,642,664
10,652,795
Other
Liabilities
$
Note
(Carried at
amortised cost)
45,721
6,964,410
3,642,664
10,652,795
–
–
–
Other
Liabilities
at FVTPL
$
(Carried at
fair value)
Total
$
17
5,709,766
5,709,766
–
–
5,709,766
5,709,766
Loans and
Receivables
$
Other Assets
$
Note
(Carried at
amortised cost)
(Carried at
fair value)
Total
$
11
10
174,386
4,140,327
5,672,425
9,987,138
174,386
4,140,327
5,672,425
9,987,138
–
–
–
Other
Liabilities
$
Other
Liabilities at
FVTPL
$
Note
(Carried at
amortised cost)
(Carried at
fair value)
Total
$
17
1,528,358
1,528,358
–
–
1,528,358
1,528,358
54
Notes to the Consolidated Financial Statements continued
19. Financial assets and liabilities continued
19.1 Categories of financial assets and liabilities continued
A description of the Group’s financial instrument risks, including risk management objectives and policies is given in Note 32.
The carrying amount of the following financial assets and liabilities is considered a reasonable approximation of fair value:
>
trade and other receivables
> cash and cash equivalents
>
trade and other payables
The methods used to measure financial assets and liabilities reported at fair value are described in Note 33.1.
19.2 Borrowings
The Group had no borrowings during the period or as at balance date.
20. Employee remuneration
20.1 Employee benefits expense
Expenses recognised for employee benefits are analysed below:
Wages and salaries
Social security costs
Share-based payments
Superannuation – Defined Contribution Plans
Employee benefits expense
20.2 Share-based employee remuneration
2016
$
2015
$
9,900,423
5,534,192
518,517
290,419
646,891
1,371,628
214,060
335,104
11,356,250
7,454,984
Catapult has continued to utilise its established Employee Share Plan (Employee Plan) to assist in the motivation, retention
and reward of executives and employees. The Employee Plan is designed to align the interests of employees with the
interests of Shareholders by providing an opportunity for eligible employees (including any person who is a full-time or
permanent part-time employee or officer, or director of Catapult or any related body corporate of Catapult) to receive an
equity interest in Catapult through the granting of Options, Performance Rights or other Awards.
The Shares held by the Employee Plan Trustee are Restricted Securities such that the Employee Plan Trustee is not able
to dispose of them within 24 months of Official Quotation.
The key terms of the Employee Plan are set out below:
Catapult Group International Limited Annual Report 2016
55
Eligibility
Eligibility to participate in the Employee Plan and the
number of Options, Performance Rights or other Awards
offered to each individual participant, will be determined
by the Board.
Grants
Under the rules of the Employee Plan, Options, Performance
Rights and/or other Awards may be offered or granted to
eligible employees of Catapult or any related body corporate
of Catapult from time to time, subject to the discretion of
the Board.
Terms and conditions
The Board has the discretion to set the terms and
conditions (including conditions in relation to vesting,
disposal restrictions or forfeiture and any applicable
exercise price) on which it will offer or grant Options,
Performance Rights or other Awards under the Employee
Plan and may set different terms and conditions which
apply to different participants in the Employee Plan.
The Board will determine the procedure for offering
or granting Options, Performance Rights and/or other
Awards (including the form, terms and content of any
offer, invitation or acceptance procedure) in accordance
with the rules of the Employee Plan.
Vesting conditions
Options and Performance Rights and other Awards
will vest and become exercisable to the extent that
the applicable performance, service, or other vesting
conditions specified at the time of the grant are satisfied
(collectively the “Vesting Conditions”). Vesting Conditions
may include conditions relating to continuous employment
or service, the individual performance of the participant
and/or Catapult’s performance and the exercise price
(if any) being less than the current market price of the
underlying Share as at vesting.
Typically, the Vesting Conditions must be satisfied within
a predetermined vesting period.
Both the Vesting Conditions and the vesting period are set
by the Board in its discretion, and may be waived by the
Board in its discretion.
Vesting period for Options
For Options granted prior to the Original Prospectus Date,
Board has not altered the vesting periods for Options
granted prior to the Original Prospectus Date, with the
exception of 57,500 Options which the service conditions
were waived during the financial year, under the discretion
of the Board.
For Options granted during the current financial period,
the Board has retained a general policy of 3 years from the
Options grant date. Of the Options issued during the year,
the Board made exceptions to a total of 440,000 Options,
where their vesting periods permitted partial vesting of the
Options granted on the annual anniversary over a three
year period.
Vesting period for Performance Rights
The Board has set a vesting period for the grant of the
Performance Rights prior to the Original Prospectus
Date and for the offer of Performance Rights to Eligible
Employees pursuant to the Employee Offer under the
Prospectus as 3 years from the date on which the
Performance Rights are granted.
For performance rights on issue, the Board has not
altered the vesting periods with the exception of 25,000
performance rights for which the service conditions were
waived during the financial year.
Shares issued (including Shares issued upon exercise
of Options or Performance Rights granted) under the
Employee Plan will rank equally in all respects with the
other issued Shares.
Subject to satisfaction of Vesting Conditions, a participant
may exercise an Option, Performance Right or other Award
by lodging an exercise notice with Catapult and complying
with any requirements under the Employee Plan.
A participant will have a vested and indefeasible entitlement
to any dividends declared and distributed by Catapult
on any Shares which, at the books closing date for
determining entitlement to those dividends, are standing to
the account of the participant. A participant may exercise
any voting rights attaching to Shares registered in the
participant’s name.
56
Notes to the Consolidated Financial Statements continued
20. Employee remuneration continued
20.2 Share-based employee remuneration continued
Vesting period for Performance Rights continued
Catapult may, in its discretion, issue new Shares or cause
existing Shares to be acquired for transferred to the
participant, or a combination of both alternatives, to satisfy
Catapult’s obligations under the Employee Plan. If Catapult
determines to cause the transfer of Shares to a participant,
the Shares may be acquired in such manner as Catapult
considers appropriate, including from a trustee appointed
under the Employee Plan.
Pursuant to the Employee Plan, Catapult has appointed
the Employee Plan Trustee to acquire and hold Shares
on behalf of participants and for the purposes of the
Employee Plan. Catapult may give directions to the
Employee Plan Trustee as contemplated in the trust deed
or if in connection with any Award. The Employee Plan
Trustee holds 3,876,000 Shares on behalf of participants
and for the purposes of the Employee Plan. The Employee
Plan Trustee has entered into a restriction agreement with
Catapult, pursuant to which those Shares are subject to
escrow for a period of 24 months commencing on the date
of Official Quotation.
Options, Performance Rights and other Awards which have
not been exercised will be forfeited if the applicable Vesting
Conditions and any other conditions to exercise are not
met during the prescribed vesting period or if they are not
exercised before the applicable expiry date. In addition,
Options, Performance Rights and other Awards will lapse if
the participant deals with the Options, Performance Rights
or other Awards in breach of the rules of the Employee Plan
or in the opinion of the Directors, a participant has acted
fraudulently or with gross misconduct.
Options, Performance Rights and other Awards will not be
quoted on ASX. Catapult will apply for official quotation of
any Shares allotted under the Employee Plan, unless the
Board resolves otherwise.
The Board may in its absolute discretion determine that
a participant is required to pay an exercise price to exercise
the Options, Performance Rights or other Awards offered
or granted to that participant.
Grants of Options, Performance Rights or other Awards
under the Employee Plan to a Director may be subject to
the approval of Shareholders, to the extent required under
the ASX Listing Rules.
Participants in the Employee Plan must not enter into
transactions or arrangements, including by way of
derivatives or similar financial products, which limit the
economic risk of holding unvested Awards.
Subject to the rules of the Employee Plan, the Board must
not offer Options, Performance Rights or other Awards
if the total of the following exceeds 5% of the number of
Shares on issue at the time of the offer:
>
>
>
>
the number of Shares which are the subject of the offer
of Awards;
the number of Shares which are the subject of any
outstanding offers of Awards;
the number of Shares issued during the previous
5 years under the Employee Plan, but not including
existing Shares transferred to a participant after having
been acquired for that purpose; and
the number of Shares which would be issued under all
outstanding Awards that have been granted but which
have not yet been exercised, terminated or expired,
assuming all such Awards were exercised ignoring any
Vesting Conditions, but disregarding any offer made, or
Award offered or issued or Share issued by way or as
a result of:
– an offer that does not meet disclosure to investors
because of section 708 or section 1012D of the
Corporations Act;
– an offer made pursuant to a disclosure document
or product disclosure statement; or
– other offers that are excluded from the disclosure
requirements under the Corporations Act.
The Board may impose restrictions on dealing in Shares or
Awards which are acquired under the Employee Plan, for
example, by prohibiting them from being sold, transferred,
mortgaged, pledged, charged or otherwise disposed of or
encumbered for a period of time.
Catapult Group International Limited Annual Report 2016
57
If the Board determines that for a taxation, legal, regulatory
or compliance reasons it is not appropriate to issue
or transfer Shares, Catapult may in lieu of and in final
satisfaction of Catapult’s obligation to issue or transfer
Shares as required upon the exercise of an Award by
a participant, make a cash payment to the participant
equivalent to the fair market value of the Awards.
Where there is a change of control of Catapult, including
where any person acquires a relevant interest in more than
50% of the Shares, or where the Board concludes that
there has been a change in the control of Catapult, the
Board will determine, in its sole and absolute discretion,
the manner in which all unvested and vested Awards will
be dealt with.
Where there is a takeover bid made for all of the Shares
or a scheme of arrangement, selective capital reduction
or other transaction is initiated which has a similar effect to
a full takeover bid for Shares, then participants are entitled
to accept into the takeover offer or participate in the
other transaction in respect of all or part of their Awards
notwithstanding any restriction period has not expired.
Further, the Board may in its discretion waive unsatisfied
Vesting Conditions in relation to some or all Awards in the
event of such a takeover or other transaction.
If, prior to the exercise of an Award, Catapult makes a pro-
rata bonus issue to Shareholders, and the Award is not
exercised prior to the record date in respect of the bonus
issue, the Award will, when exercised, entitle the participant
to one Share plus the number of bonus shares which
would have been issued to the participant if the Award had
been exercised prior to the record date.
If Catapult undergoes a capital reorganisation, then the
terms of the Awards for the participant will be changed to
the extent necessary to comply with the ASX Listing Rules.
The Employee Plan also contains terms having regard to
Australian law for dealing with the administration, variation
and termination of the Employee Plan.
Share options and weighted average exercise prices are
as follows for the reporting periods presented:
Options Program
Performance Rights
Outstanding at 1 July 2015
Granted
Forfeited
Exercised
Expired
Number of
Shares
2,847,000
1,186,488
–
–
–
Weighted
average
exercise
price ($)
0.5871
2.0008
–
–
–
Outstanding at 30 June 2016
Exercisable at 30 June 2016
4,033,488
460,500
1.0030
0.5940
430,000
25,000
Number of
Shares
Weighted
average
exercise
price ($)
510,000
0.00
–
(80,000)
–
–
–
–
–
–
0.00
0.00
58
Notes to the Consolidated Financial Statements continued
20. Employee remuneration continued
20.2 Share-based employee remuneration continued
The following principal assumptions were used in the valuation:
Valuation Assumptions
Number of options (of total issued 1,186,488)
746,488
90,000
50,000
300,000
Grant date
No of vesting tranches
Vesting Period Ends:
Tranche 1
Tranche 2
Tranche 3
Share price at date of grant
Volatility
Risk free investment rate
Option life
Dividend yield
Fair value at grant date:
Tranche 1
Tranche 2
Tranche 3
Weighted average exercise price at grant date
14 April 2016
14 April 2016
14 April 2016
14 April 2016
1
3
3
3
12 April 2019
12 April 2017 1 January 2017 1 January 2017
n/a
n/a
$2.25
53%
2.02%
4 years
0%
$0.9879
n/a
n/a
$2.20
14 April 2018 1 January 2018 1 January 2018
12 April 2019 1 January 2019 1 January 2019
$2.25
53%
2.02%
4 years
0%
$1.0626
$1.1163
$1.1676
$1.68
$2.25
53%
2.02%
$2.25
53%
2.02%
3.7 years
3.7 years
0%
0%
$0.7885
$0.8574
$0.9224
$2.31
$1.0918
$1.1443
$1.1948
$1.55
Exercisable to
14 April 2021
14 April 2021 1 January 2021 1 January 2021
Weighted average remaining contractual life
2.8 years
1.8 years
1.6 years
1.5 years
All options granted during the year are exercisable from their vesting date.
The underlying volatility was calculated with reference to a comparative set of ASX listed entities.
In total $290,419 (2015: $214,060) of employee remuneration expense (all of which related to equity-settled share-based
payment transactions) has been included in profit or loss and credited to share option reserve.
Catapult Group International Limited Annual Report 2016
59
20.3 Employee benefits
The liabilities recognised for employee benefits consist of the following amounts:
Current
Wages, salaries
Social security & payroll taxes
Defined contribution plans
Accrued leave entitlements
Total current employee benefits
Non-current
Accrued leave entitlements
Total non-current employee benefits
2016
$
2015
$
2,204,217
1,249,678
–
183,023
887,890
200,259
52,039
608,768
3,275,130
2,110,744
67,462
67,462
51,101
51,101
The current portion of these liabilities represents the Group’s obligations to its current and former employees that are
expected to be settled during the next 12 months and its accrued annual leave liabilities and current accrued long service
leave. Social security and payroll taxes balance has been reclassified to other receivables, Note 11, as a refund is due.
21. Share Capital
The share capital of Catapult Group International Ltd consists only of fully paid ordinary shares; the shares do not have
a par value. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the
shareholders’ meeting of Catapult Group International Ltd.
2016
Shares
2015
Shares
2016
$
2015
$
Shares issued and fully paid:
120,165,982
116,289,982
23,585,857
17,745,799
Share capital
Beginning of the year
Share split (1:3,800)
Shares issued to the Employee Share Plan Trust
Share-based payments
Shares issued for cash
120,165,982
23,229
17,745,799
4,878,403
88,246,971
3,876,000
–
–
–
–
–
–
–
–
4,259,606
21,818,182
6,048,640
12,000,000
Shares issued on conversion of convertible note
6,201,600
–
1,353,761
Share issue costs
Deferred tax credit recognised directly in equity on
share issue costs (Note 16)
–
–
–
–
(288,424)
(694,807)
79,842
208,442
124,425,588
120,165,982
23,585,857
17,745,799
Other equity securities
Treasury shares (a)
(3,876,000)
(3,876,000)
–
–
Total contributed equity at 30 June
120,549,588
116,289,982
23,585,857
17,745,799
60
Notes to the Consolidated Financial Statements continued
21. Share Capital continued
The Group had the following transaction associated with its shares:
> On 2 December 2015, the Group issued 4,259,606 ordinary shares as part of its capital raising program, which resulted
in gross cash proceeds of $6,048,640.
(a) Treasury Shares
Treasury shares are shares in Catapult Group International Limited that are held by the Catapult Sports Employee Share
Plan Trust for the purpose of issuing shares under the Catapult Sports Employee Share Plan in respect of options and
performance rights issued under that Plan:
Date
1 July
17 Nov 14
30 Jun
Opening balance
Shares issued to Catapult Sports ESP
Closing balance
(b) Options and Performance Rights on Issue
2016
Shares
3,876,000
2015
Shares
–
–
3,876,000
3,876,000
3,876,000
In addition to the options and performance rights on issue under the Employee Plan (as detailed in Note 20.2), 1,664,000
options with an exercise price of $0.3068 per option are on issue with an expiry date of 6 June 2017, and are currently
exercisable. The following sets out the weighted average exercise price calculations for all outstanding options including
these options (however, excluding the effect of the performance rights as detailed at Note 20.2):
Outstanding at beginning of year
Outstanding at end of year
Currently exercisable
22. Leases
22.1 Finance leases as lessee
The Group has no finance leases as lessee.
22.2 Operating leases as lessee
Weighted
average
exercise price
$0.4837
$0.7996
$0.3690
The Group leases an office and production building under an operating lease. The future minimum lease payments are
as follows:
30 June 2016
30 June 2015
Minimum Lease Payments Due
Within 1 year
$
1-5 years
$
After 5 years
$
245,750
236,298
189,787
435,537
–
–
Total
$
435,537
671,835
Lease expense during the period amounted to $186,005 (2015: $186,005) representing the minimum lease payments.
Catapult Group International Limited Annual Report 2016
61
22.3 Operating leases as lessor
The Group leases out wearable athlete tracking units on a subscription basis to its clients. The future minimum revenues
are as follows:
30 June 2016
30 June 2015
Minimum Lease Payments Due
Within 1 year
$
1-5 years
$
After 5 years
$
Total
$
10,448,930
20,926,066
31,374,996
7,353,090
8,303,686
–
15,656,776
Lease revenues during the period amounted to $9,175,198 (2015: $5,064,007) representing the minimum
subscription payments.
Subscription agreements are in place with over 250 clients with a broad range of expiry dates, based on the
commencement of this kind of arrangement in 2012 and contracts typically of 36 months with standard wording
incorporating rolling renewals of these agreements upon expiry of the initial term. The athlete tracking units and their
associated equipment are included as The Group’s Plant and Equipment are depreciated over their useful life of 4 years
(see Note 13).
23. Finance costs and finance income
Finance costs for the reporting periods consist of the following:
Interest expenses for borrowings at amortised cost:
Interest expense
Subordinated shareholder loan
Shareholder borrowings at amortised cost
Amortisation of borrowing costs
Finance income for the reporting periods consists of the following:
Interest income from cash and cash equivalents
2016
$
2015
$
26,319
–
–
26,319
–
26,319
–
27,744
281,123
308,867
58,207
367,074
i.
ii.
71,409
72,044
62
Notes to the Consolidated Financial Statements continued
24. Other financial items
Other financial items consist of the following:
Loss from exchange differences on loans and receivables
25. Income tax expense
2016
$
2015
$
(77,681)
(67,985)
The major components of tax expense and the reconciliation of the expected tax expense based on the domestic effective
tax rate of Catapult Group International Ltd at 30% (2015: 30%) are:
Loss before tax
Expected tax expense at domestic tax rate for parent at 30%
Adjustment for tax-rate differences in foreign jurisdictions
Tax losses in foreign jurisdictions not recognised
Adjustment for tax-effect of non-assessable income:
R&D tax offset recognised as grant income
Adjustment for tax-effect of non-deductible expenses:
Adjustment for prior periods
R&D costs expensed and eligible for R&D tax offset
Other non-deductible expenses
Actual tax benefit
Tax benefit comprises:
Adjustment for prior periods
Current tax
Current tax – tax losses
Deferred tax expense/(income)
Net movement in deferred tax balances
Tax benefit
2016
$
2015
$
(8,621,758)
(6,031,977)
(2,586,527)
(1,809,593)
(561,025)
–
(287,429)
255,216
(302,117)
(101,899)
(387,185)
473,514
612,406
(61,036)
226,442
55,552
(2,750,934)
(1,722,747)
(387,185)
(138,888)
84,578
55,339
(2,566,445)
(1,113,597)
118,118
(525,601)
2,448,327
1,639,198
(2,750,934)
(1,722,747)
Deferred tax benefit recognised directly in equity relating to share issue costs
(79,842)
(208,442)
Note 16 provides information on deferred tax assets and liabilities.
Catapult Group International Limited Annual Report 2016
63
26. Auditor remuneration
Assurance services
Auditors of the Company – Grant Thornton Australia:
Audit and review of the Financial Statements
Other assurance services
Overseas Grant Thornton Network Firms
Other services
Auditors of the Company – Grant Thornton Australia:
Taxation compliance and general accounting advice
Services associated with capital raising
Overseas Grant Thornton Network Firms:
Taxation compliance and general accounting advice
2016
$
2015
$
95,636
12,000
14,347
121,983
43,700
–
48,133
91,833
213,816
59,141
–
7,440
66,581
55,387
270,090
15,169
340,646
407,227
27. Earnings per share
27.1 Earnings per share
Both the basic and diluted earnings per share have been calculated using the loss attributable to shareholders of the
Parent Company (Catapult Group International Ltd) as the numerator (i.e. no adjustments to profit were necessary in 2015
or 2016).
The reconciliation of the weighted average number of shares for the purposes of diluted earnings per share to the weighted
average number of ordinary shares used in the calculation of basic earnings per share is as follows:
Weighted average number of shares used in basic and diluted earnings per share
118,746
103,316
The comparative number of shares has been adjusted to reflect the share split that occurred during the year.
2016
’000
2015
’000
28. Dividends
Nil paid in the period.
28.1 Dividends paid and proposed
Nil.
64
Notes to the Consolidated Financial Statements continued
28.2 Franking credits
The amount of the franking credits available for subsequent reporting periods are:
Balance of franking account at the beginning of the year
(1,981,679)
(1,154,938)
Deferred debit that will arise from the receipt of the R&D tax offset for the current year
(1,859,455)
(826,741)
Balance of franking account adjusted for deferred debits arising from past
R&D tax offsets received and expected R&D tax offset to be received for
the current year
(3,841,134)
(1,981,679)
2016
$
2015
$
29. Reconciliation of cash flows from operating activities
Reconciliation of Cash Flows from Operating Activities
Cash flows from operating activities
Loss for the period
Adjustments for:
Depreciation, amortisation and impairment
Foreign exchange differences
Net interest and dividends received included in investing and financing
Share-based payments expense
Net changes in working capital:
Change in inventories
Change in trade and other receivables
Change in other assets
Change in current tax assets
Change in trade and other payables
Change in other employee obligations
2016
$
2015
$
(5,870,824)
(4,309,230)
1,799,825
1,092,554
(233,939)
(45,090)
290,419
495,987
104,965
188,525
475,053
(1,086,008)
(3,859,148)
(2,803,276)
128,665
(867,740)
4,181,408
(128,374)
(510,620)
136,773
1,180,747
1,727,686
Change in deferred tax, excluding amounts recognised directly in equity
(2,448,327)
(1,639,418)
Change in income tax payable
Change in other current liabilities
Net cash from operating activities
30. Related party transactions
65,871
–
2,910,831
2,681,868
(2,292,249)
(4,048,568)
The Group’s related parties include its associates, key management and others as described below:
Nil
Catapult Group International Limited Annual Report 2016
65
30.1 Transactions with key management personnel
Key management of the Group are the executive members of Catapult Group International’s Board of Directors and
executive team.
Short term employee benefits
> Salaries including bonuses and leave accruals
> Social security costs
Total short term employee benefits
Long service leave
Total other long-term benefits
Share-based payments
Total remuneration
2016
$
2015
$
2,150,669
1,957,807
97,505
72,238
2,248,174
2,030,045
22,044
22,044
115,175
32,272
32,272
90,099
2,385,393
2,152,416
Adir Shiffman was a director of Innovate Online Pty Ltd until 23 July 2015. The Group did not engage Innovate Online Pty
Ltd website services during the period (2015: $6,000 and an amount payable as at 30 June 2015 of $1,000).
Calvin Ng is a director of Aura Group Pty Ltd. During the year, the Group engaged Aura Capital Pty Ltd (a subsidiary of Aura
Group Pty Ltd) for advisory services amounting to $Nil (2015: $505,175) and had an amount payable as at 30 June 2016 of
$Nil (2015: Nil). Catapult rents office space from Aura Group in Sydney and Singapore for a total cost of $44,444 (2015: Nil).
31. Contingent liabilities
There were no contingent liabilities as at 30 June 2016.
32. Financial instrument risk
32.1 Risk management objectives and policies
The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities
by category are summarised in Note 19.1. The main types of risks are market risk, credit risk and liquidity risk.
The Group’s risk management is coordinated in close cooperation with the Board of Directors, and focuses on actively
securing the Group’s short to medium-term cash flows by minimising the exposure to financial markets The Group does
not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant
financial risks to which the Group is exposed are described below.
32.2 Market risk analysis
The Group is exposed to currency risk resulting from its operating activities.
Foreign Currency Sensitivity
Exposures to currency exchange rates arise from the Group’s overseas sales and purchases, which are primarily
denominated in US dollars (USD), Pound Sterling (GBP), Euro (EUR) and Japanese Yen (JPY).
66
Notes to the Consolidated Financial Statements continued
32. Financial instrument risk continued
32.2 Market risk analysis continued
Foreign Currency Sensitivity continued
Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are disclosed below.
The amounts shown are those translated into $AUD at the closing rate:
Short Term Exposure
Long Term Exposure
USD
$
GBP
$
EUR
$
JPY
$
USD
$
GBP
$
EUR
$
JPY
$
30 June 2016
Financial assets
5,822,891
963,582
782,840
131
Financial liabilities
(1,157,282)
(599,433)
(162,450)
(16,748)
Total Exposure
4,665,609
364,149
620,389
(16,617)
30 June 2015
Financial assets
4,061,462
979,214
388,146
Financial liabilities
(472,870)
(15,588)
–
Total Exposure
3,588,592
963,626
388,146
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
The following table illustrates the sensitivity of profit and equity in regards to the Group’s financial assets and financial
liabilities and the various exchange rates ‘all other things are equal’. It assumes a +/– 10% change of the various exchange
rate for the year ended at 30 June 2016 (2015: 10%).
If the AUD had strengthened by 10% against the respective currencies then this would have had the following impact:
30 June 2016
30 June 2015
USD
$
GBP
$
EUR
$
JPY
$
Total
$
(424,146)
(33,104)
(56,399)
1,511
(512,138)
(358,859)
(96,362)
(38,814)
–
(494,035)
If the AUD had weakened by 10% against the respective currencies then this would have had the following impact:
30 June 2016
30 June 2015
USD
$
466,561
326,235
GBP
$
36,415
87,602
EUR
$
62,039
35,286
JPY
$
Total
$
(1,662)
562,353
–
449,123
Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless,
the analysis above is considered to be representative of the Group’s exposure to currency risk.
Catapult Group International Limited Annual Report 2016
67
32.3 Credit risk analysis
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to this risk for
receivables to customers. The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets
recognised at the reporting date, as summarised below:
Classes of financial assets
Carrying amounts:
Cash and cash equivalents
Trade receivables
2016
$
2015
$
3,642,664
5,672,235
6,957,844
4,104,462
10,600,508
9,776,697
The Group continuously monitors defaults of customers and other counterparties, identified either individually or by group,
and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings
and/or reports on customers and other counterparties are obtained and used. The Group’s policy is to deal only with
creditworthy counterparties.
The Group’s management considers that all of the above financial assets that are not impaired or past due for each of the
30 June reporting dates under review are of good credit quality.
At 30 June the Group has certain trade receivables that have not been settled by the contractual due date but are not
considered to be impaired. The amounts at 30 June, analysed by the length of time past due, are:
Not more than three (3) months
More than three (3) months but not more than six (6) months
More than six (6) months but not more than one (1) year
More than one (1) year
Total
2016
$
766,617
328,624
473,088
82,281
2015
$
795,824
871,621
–
36,092
1,650,610
1,703,537
In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure to any single
counterparty or any group of counterparties having similar characteristics. Trade receivables consist of a large number
of customers in various sports and geographical areas. Based on historical information about customer default rates
management consider the credit quality of trade receivables that are not past due or impaired to be good.
The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with
high quality external credit ratings.
32.4 Liquidity risk analysis
Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its liquidity needs
by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and
outflows due in day-to-day business. Liquidity needs are monitored on a week-to-week basis, as well as on the basis
of a rolling 90-day projection.
68
Notes to the Consolidated Financial Statements continued
32. Financial instrument risk continued
32.4 Liquidity risk analysis continued
As at 30 June 2016, the Group’s non-derivative financial liabilities have contractual maturities (including interest payments
where applicable) as summarised below:
30 June 2016
Trade and other payables
Total
Within
6 months
$
5,709,766
5,709,766
Current
6–12 months
$
1– 5 years
$
Non-current
Later than
5 years
$
–
–
–
–
–
–
This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting periods as follows:
30 June 2015
Trade and other payables
Total
Within
6 months
$
1,528,358
1,528,358
Current
6–12 months
$
1– 5 years
$
Non-current
Later than
5 years
$
–
–
–
–
–
–
The above amounts reflect the contractual undiscounted cash flows, which may differ to the carrying values of the liabilities
at the reporting date.
33. Fair value measurement
33.1 Fair value measurement of financial instruments
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into
three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the
measurement, as follows:
> Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
> 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
There were no financial assets at June 2016 (2015: Nil).
Catapult Group International Limited Annual Report 2016
69
Measurement of fair value of financial instruments
The Group’s finance team performs valuations of financial items for financial reporting purposes, including Level 3 fair
values, in consultation with third party valuation specialists for complex valuations. Valuation techniques are selected based
on the characteristics of each instrument, with the overall objective of maximising the use of market-based information.
Valuation processes and fair value changes are discussed among the Board at least every year, in line with the Group’s
reporting dates. The valuation techniques used for instruments categorised in Level 3 is described below.
34. Capital management policies and procedures
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, to provide
returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost
of capital. Consistent with others in the industry, the Group monitors capital on the basis of its gearing ratio. In order to
maintain or adjust its capital structure, the Group considers its issue of new capital, return of capital to shareholders and
dividend policy as well as its plan for acquisition or disposal of assets.
35. Parent Entity information
Information relating to Catapult Group International Ltd (‘the Parent Entity’):
Statement of financial position
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Issued capital
Retained earnings
Share option reserve
Total equity
Statement of profit or loss and other comprehensive income
Loss for the year
Other comprehensive income
Total comprehensive income
2016
$
2015
$
20,903,296
15,779,234
24,293,128
15,779,334
876,119
1,158,848
145,077
145,077
23,134,280
15,634,256
23,626,288
17,440,617
(1,269,103)
(2,293,037)
777,095
486,676
23,134,280
15,634,256
(358,751)
(2,282,149)
–
–
(358,751)
(2,282,149)
The Parent Entity has no capital commitments at year end. The Parent Entity has not entered into a deed of cross
guarantee nor are there any contingent liabilities at the year end.
70
Notes to the Consolidated Financial Statements continued
36. Post-reporting date events
Subsequent to the reporting date and prior to the date of authorisation, the Group has undertaken a capital raising, to raise
$100m by issuing 33.3m shares using a combination of placement and entitlement offers. These funds are to be used for
the purpose of acquiring XOS Digital (USA) and PlayerTek (Ireland).
36.1 Acquisition of Kodaplay Ltd (PlayerTek)
On 11 August 2016, the Group acquired 100% of the equity instruments of Kodaplay Ltd (PlayerTek), an Ireland based
business, thereby obtaining control. The acquisition was made to expedite the Group’s position in the emerging prosumer
space for wearable athlete monitoring globally. PlayerTek is an emerging business in the Group’s targeted expansion
market of prosumer.
The details of the business combination are as follows:
Fair value of consideration transferred:
Amount settled in cash
Amount settled as shares
Total
Recognised amounts of identifiable net assets:
Property, plant and equipment
Intangible assets
Total non-current assets
Inventories
Trade and other receivables
Other current assets
Cash and cash equivalents
Total current assets
Deferred tax liabilities
Total non-current liabilities
Other liabilities
Trade and other payables
Total current liabilities
Identifiable net assets acquired
Goodwill on acquisition
Consideration transferred settled in cash
Cash and cash equivalents acquired
Net cash outflow on acquisition
Acquisition costs charged to expenses
Net cash paid relating to the acquisition
$’000
3,587
1,673
5,260
16
1,018
1,034
124
100
183
105
512
–
–
21
52
73
1,473
3,787
3,587
(105)
3,482
123
3,605
Catapult Group International Limited Annual Report 2016
71
Consideration transferred
The acquisition of PlayerTek was settled with cash of $3,586,613 and 424,579 ordinary shares.
The purchase agreement did not include any contingent or deferred consideration.
Acquisition related costs amounting to $122,754 are not included as part of consideration transferred and have been
recognised as an expense in the consolidated statement of profit or loss and other comprehensive income, as part of
‘other expenses’.
Identifiable net assets
The fair value of the net identifiable assets acquired as part of the business combination amounted to $1,473,000 and the
Group’s best estimate is that any non-collections of this will be immaterial.
Goodwill
Goodwill of $3,787,000 is primarily related to growth expectations, expected future profitability and the skill and expertise
of PlayerTek’s workforce. Goodwill will be allocated to this cash-generating unit and the goodwill that arises from this
business combination is not expected to be deductible for tax purposes.
Deferred tax liabilities
As a post-balance date event and the associated proximity to release date of these financial reports, the Group has not
yet had reasonable opportunity to finalise the tax treatment of the intangible assets associated with this acquisition.
PlayerTek contribution to the Group results
PlayerTek was acquired subsequently to 30 June 2016 and therefore did not have an impact on the profit or loss and
other comprehensive income of the Group for the year then ended, apart from of acquisition costs of $122,754 which
was expensed.
72
Notes to the Consolidated Financial Statements continued
36. Post-reporting date events continued
36.2 Acquisition of XOS Digital Inc
On 12 August 2016, the Group acquired 100% of the equity instruments of XOS Digital Inc (XOS), a Wilmington, MA
(USA) based business, thereby obtaining control. The acquisition of XOS was made to compliment the Group’s business
operations increasing the offering to the elite sports market, initially focused on the US market.
The details of the business combination are as follows:
Fair value of consideration transferred:
Gross cash consideration
Less: Debts of XOS extinguished on settlement
Amount settled as shares
Total
Recognised amounts of identifiable net assets:
Property, plant and equipment
Intangible assets
Total non-current assets
Trade and other receivables
Inventories
Other current assets
Cash and cash equivalents
Total current assets
Other liabilities
Deferred tax liabilities
Total non-current liabilities
Trade and other payables
Other liabilities
Deferred revenue
Total current liabilities
Identifiable net assets acquired
Goodwill on acquisition
Consideration transferred settled in cash
Cash and cash equivalents acquired
Net cash outflow on acquisition
Acquisition costs charged to expenses
Net cash paid relating to the acquisition
$’000
80,434
(7,296)
–
73,138
486
49,104
49,590
10,383
592
416
3,200
14,591
1,756
14,252
16,008
944
4,408
16,892
22,244
25,929
47,209
80,434
(3,200)
77,234
1,314
78,548
Catapult Group International Limited Annual Report 2016
73
Consideration transferred
The acquisition of XOS was settled in cash amounting to $80,434,000.
The purchase agreement did not include any contingent or deferred consideration.
Acquisition related costs amounting to $1,313,893 are not included as part of consideration transferred and have been
recognised as an expense in the consolidated statement of profit or loss and other comprehensive income, as part of
‘other expenses’.
Identifiable net assets
The fair value of the net identifiable assets acquired as part of the business combination amounted to $25,929,000.
Goodwill
Goodwill of $47,209,000 is primarily related to the revenue and product synergies XOS brings to the Group as well as the
key personnel of XOS. Goodwill will be allocated to this cash-generating unit and the goodwill that arises from this business
combination is not expected to be deductible for tax purposes.
Deferred tax liabilities
As a post-balance date event and the associated proximity to release date of these financial reports, the Group has not yet
had reasonable opportunity to finalise the tax treatment of the intangible assets associated with this acquisition. Based on
initial assessment however an indicative DTL of $14,252,000 has been allocated.
XOS contribution to the Group results
XOS was acquired subsequently to 30 June 2016 and therefore did not have an impact on the profit or loss and other
comprehensive income of the Group for the year then ended, apart from of acquisition costs of $1,313,893 which
was expensed.
74
Directors’ Declaration
1
In the opinion of the Directors of Catapult Group International Ltd:
a The consolidated financial statements and notes of Catapult Group International Ltd are in accordance with the
Corporations Act 2001, including:
i Giving a true and fair view of its financial position as at 30 June 2016 and of its performance for the financial year
ended on that date; and
ii Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Regulations 2001; and
b There are reasonable grounds to believe that Catapult Group International Ltd will be able to pay its debts as and
when they become due and payable.
2 The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the
Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2016.
3 Note 2 confirms that the consolidated financial statements also comply with International Financial
Reporting Standards.
Signed in accordance with a resolution of the Directors:
Adir Shiffman
Executive Chairman
Dated the 29th day of August 2016
Catapult Group International Limited Annual Report 2016
75
Independent Auditor’s Report
70
The Rialto, Level 30
525 Collins St
Melbourne Victoria 3000
Correspondence to:
GPO Box 4736
Melbourne Victoria 3001
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Independent Auditor’s Report
To the Members of Catapult Group International Limited
Report on the financial report
We have audited the accompanying financial report of Catapult Group International
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, consolidated statement of changes in equity and 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 consolidated
entity comprising 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. The Directors’ responsibility also includes 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. The Directors also state, in the notes to the financial report, in accordance with
Accounting Standard AASB 101 Presentation of Financial Statements, 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 us to comply with relevant ethical requirements relating to audit engagements and
plan and perform the audit to obtain reasonable assurance whether the financial report is
free from material misstatement.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the
context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm
is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and
are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its
Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current
scheme applies.
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Independent Auditor’s Report continued
71
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
Company’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 Company’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.
Auditor’s opinion
In our opinion:
a
the financial report of Catapult Group International 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 of its performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations
Regulations 2001; and
ii
b
the financial report also complies with International Financial Reporting Standards as
disclosed in the notes to the financial statements.
Report on the remuneration report
We have audited the remuneration report included in pages 13 to 19 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.
Auditor’s opinion on the remuneration report
In our opinion, the remuneration report of Catapult Group International Limited for the
year ended 30 June 2016, complies with section 300A of the Corporations Act 2001.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
Adrian Nathanielsz
Partner - Audit & Assurance
Melbourne, 29 August 2016
Catapult Group International Limited Annual Report 2016
77
Information provided under
ASX Listing Rule 4.10
as at 31 August 2016
1. Corporate governance statement
Catapult’s corporate governance statement for the financial year ended 30 June is available at the following
URL: www.catapultsports.com/media/3706/160828-cat-corporate-governance-statement.pdf
2. Substantial shareholders
Substantial holder
Disruptive Capital Pty Ltd
Manton Robin Pty Ltd
Charlaja Pty Ltd
BBHF Pty Ltd
3. Number of holders of each class of equity security
Equity security class
Ordinary shares
Disruptive options
Employee options
Shares held
Notice date
21,434,420
28 July 2016
24,757,000
28 July 2016
22,990,000
27 July 2016
28,222,600
28 July 2016
Number
of holders
3,711
1
58
4. Voting rights attached to each class of equity security
At a general meeting, every Shareholder present in person or by proxy, body corporate representative, or attorney has
one vote on a show of hands and one vote for each Share held on a poll.
Votes are cast by a show of hands unless a poll is demanded. A poll may be demanded by the chairperson or at least
five Shareholders entitled to vote on the resolution or Shareholders with at least 5% of the votes that may be cast on the
resolution on a poll.
Option holders do not have voting rights.
78
Information provided under ASX Listing Rule 4.10 continued
5. Distribution schedule in each class of equity securities
Ordinary shares
Range (size of holding)
1 – 100
101 – 1,000
1,001 – 10,000
100,001 and over
Disruptive option
Range (size of holding)
1 – 100
101 – 1,000
1,001 – 10,000
100,001 and over
Employee options
Range (size of holding)
1 – 100
101 – 1,000
1,001 – 10,000
100,001 and over
Total
holders
Number
of shares
33
1,137
2,045
514
635,007
7,425,725
%
0.00
0.40
4.69
496
150,123,371
94.91
Total
holders
Number
of options
1
–
–
–
1
–
–
–
Total
holders
Number
of options
–
19
38
1
–
185,001
3,133,487
1,060,000
%
100%
–
–
–
%
–
4.2%
71.6%
24.2%
6. Unmarketable parcels
Number of holders holding less than a marketable parcel of the Company’s main class of securities (in this case, fully paid
ordinary shares) based on the closing market price at 31 August 2016.
Minimum $500.00 parcel (at $3.88 per share)
Shares held
Notice date
2,749 held
by 51 holders
31/08/2016
Catapult Group International Limited Annual Report 2016
79
7. 20 largest shareholders
The 20 largest holders of ordinary shares and number of ordinary shares and percentage of capital held by each are follows:
Rank Shareholder
Shares held
% Held
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
MANTON ROBIN PTY LTD
CHARLAJA PTY LTD
ONE MANAGED INVESTMENT FUNDS
CITICORP NOMINEES PTY LIMITED
B B H F PTY LTD
NATIONAL NOMINEES LIMITED
J P MORGAN NOMINEES AUSTRALIA LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
AET STRUCTURED FINANCE SERVICES PTY LIMITED
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