eLectro optic systeMs HoLDings LiMiteD acn 092 708 364 www.eos‑aus.com 2017 annUaL report contents review of operations Directors’ report auditors’ report Directors’ Declaration consolidated statement of profi t or Loss and other comprehensive income consolidated statement of financial position consolidated statement of changes in equity consolidated statement of cash flows notes to and forming part of the financial statements asX additional information twenty Largest ordinary shareholders 1 4 15 21 22 23 24 25 26 67 68 corporate Directory Directors Share Registry Mr Fred Bart (Chairman) Computershare Investor Services Pty Limited Dr Ben Greene (Chief Executive Offi cer) Level 3, 60 Carrington Street Mr Ian Dennis Lt Gen Peter Leahy AC Air Marshall Geoff Brown Company Secretary Mr Ian Dennis Registered Offi ce Suite 3, Level 12 75 Elizabeth Street Sydney NSW 2000 Australia Telephone +61 2 9233 3915 Facsimile +61 2 9232 3411 Web site www.eos‑aus.com Telephone 1300 855 080 or +61 3 9611 5711 Sydney NSW 2000 GPO Box 7045 Sydney NSW 1115 Australia outside Australia Facsimile 1300 137 341 Auditors Deloitte Touche Tohmatsu Chartered Accountants 8 Brindabella Circuit Brindabella Business Park Canberra Airport ACT 2609 Australia 4893 Designed and Produced by RDA Creative www.rda.com.au review of operations 1. RESULTS FOR FULL‑YEAR ENDING 31 DECEMBER 2017 The consolidated entity (“EOS”) reported an operating loss after tax of $9,399,930 for the year ended 31 December 2017 [2016: $886,692] based on revenues totalling $23,259,794 [2016: $25,797,200]. The consolidated entity reported net cash used by operations for the year totalling $25,949,693 [2016: $2,673,487]. At 31 December 2017, the consolidated entity held cash totalling $9,989,953 [2016: $8,874,967]. Cash of $119,025 [2016: $195,127] is restricted as it secures bank guarantees relating to performance on some contracts. The operating loss of $9.4 million is due to losses in both the EOS Space Systems Sector [“EOS Space”] and EOS Defence Systems Sector [“EOS Defence”]. The EOS Defence loss of $5.7 million was principally due to one‑time costs associated with scaling production up x10 over 30 months from mid‑2017 to early 2019. The EOS Space loss of $2.9 million was principally due to transferring most effort in 2017 to testing of space network performance prior to committing the next phase of infrastructure deployment. Corporate unallocated overheads amounted to $0.8 million. In each case the outlays were planned to reduce risk as part of the company’s preparation for a substantial period of further growth. The overall results are therefore in line with management expectations and the company is now well‑positioned to undertake major new delivery programs. 2. EOS DEFENCE This sector develops, markets, manufactures and supports remote weapon systems [RWS] and related products in selected global markets. The technology embodied in the products restricts EOS’ customers to countries which are approved by both the USA and Australia for receipt of advanced military technology. Additional filters related to sovereign risk, sovereign credit rating, and international corruption index are not often invoked due to the highly selective nature of the export license process. Today over 15,000 RWS have been sold in the world‑wide market and the replacement and upgrade cycle for this equipment will soon commence. In addition, countries aligned with the US and Australia are now faced with specific threats arising from new weapons provided by strategic competitors. Based on customer intelligence it was clear to EOS that a technological response was required to restore RWS over‑match and tactical superiority to coalition forces. Over the period 2010‑2016 EOS Defence invested significant resources in the development of next‑generation RWS which offer major improvements in size, weight, combat effectiveness, firepower, accuracy and cost over all existing RWS. This next‑generation product’s outstanding performance was demonstrated to key customers from 2014 to encourage procurement activity. From 2016 it was offered in several significant competitive tenders to qualified sovereign customers. The market response to this product has been exceptional. In the twelve months to 31 December 2017 EOS was selected as the preferred bidder in over $1 billion of RWS tenders. This represented 100% of bids submitted by EOS. 1 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017review of operations (cont) The company needed most of 2017 to prepare the production ramp. It is confident that the steps it has taken through 2017 will deliver long‑term benefits to all its production programs going forward. 3. EOS SPACE The $2.9 million operating loss from EOS Space arises from a transitional focus on new product testing and qualification at the expense of revenue generation. EOS Space has developed tracking sensors that can cost‑effectively obtain accurate orbital data for space debris and satellites. This information degrades rapidly after acquisition, so it must be continuously updated with new observations, almost daily. The requirement for high quality, fresh space data is persistent and long term. On 1 February 2017 EOS announced that it had achieved initial operations at its new space tracking site at Learmonth in Western Australia [WA]. Since then full operational capability has been achieved and qualifying tests mandated and funded by key customers have commenced. By mid‑2018 EOS and its customers will complete an extended period of space data acquisition and analysis for a cluster of four [4] EOS space sensors deployed to the Learmonth site. These tests are extremely valuable because the WA site is an essential site but it is also a worst‑case test site because: ■ Coastal. The Learmonth site is at sea level, and within 1 km of the ocean. The combination of altitude, cyclone conditions and permanently salty air combine to make this site much higher in maintenance, and much lower in productivity, than any other site contemplated in the future. ■ Remote. The transport access for the Learmonth site is permanently problematic, with EOS support staff requiring 24 hours of travel in each direction, if required. This remoteness enforces reliable, autonomous operation as required for high data yield and productivity. ■ Communications. The site has the lowest bandwidth communications of all contemplated sites, forcing compressed bandwidth for both control and data transfer. For EOS selection as preferred bidder from a tender process usually leads to contract award within 12 months. At the date of this report around $600 million of delivery contracts had been executed by EOS, and approximately $400 million in further contract awards was proceeding normally towards contract during 2018. None of these orders is associated with replacement or upgrade of the vast installed base of RWS globally. RWS contracts are typically deliverable over 4‑5 years with deliveries commencing 6‑12 months after contract. The $600 million of contracts on hand will require production at $7 million per month from early 2018, rising to $20 million per month from early 2019. This represents x10 increase in RWS production over less than 30 months from Q3 2016 to Q1 2019. Risk associated with this ramp were addressed from 2016 by a series of risk mitigation activities: ■ A new development and production facility was planned over many months and initiated in Q3 2017; ■ An initial batch of around 100 units of next‑generation RWS were produced from 2016‑2017 to allow production issues to be addressed; ■ A batch of 20 production units, representing one month of 2018 production, were manufactured multiple times [i.e. manufactured, dis‑assembled and re‑manufactured] in late 2017 to improve production processes; ■ Investment in production documentation and training increased progressively from 2016; ■ Supply chain management was intensified and single point failures received closer attention; ■ Staff recruitment action was initiated for new positions identified as production increased; ■ An organisational restructure to allow rapid expansion of internal production capacity as well as through leveraging existing product licensees in key foreign markets; and ■ Long term working capital arrangements were addressed through Australian government‑sourced facilities which leverage the select nature of EOS customers. This risk mitigation activity has caused disruption to 2017 operations resulting in a significant operating loss of $5.7 million for this sector. At 31 December 2017 the risk mitigation effort was largely complete and the sector was on plan for production to commence from Q1 2018. 2 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017review of operations (cont) The technical performance, reliability, responsiveness and data quality observed over many months of testing so far meet all project requirements, with over 75% of all testing completed. Provided the last phases of testing are also successful the site will serve as the template for expansion of capacity by replication on other sites. EOS had until recently intended to deploy a new site for space operations in central Queensland by 2019. However recent results from the Learmonth testing are sufficiently strong, especially considering its worst‑case status, to justify placing a temporary hold on this deployment pending a review of whether multiple sites [including the proposed Queensland site] should be added simultaneously in the next phase. The EOS Space team and its suppliers are evaluating the feasibility of this option. 4. FORECAST AND OUTLOOK The operating loss of $9,399,930 for the 12 months ending 31 December 2017 was within management expectations. This expense was used to position both EOS Defence and EOS Space for strong growth. In the case of EOS Defence the growth will occur from early in 2018 as the sector has a backlog of $600 million in orders for its R‑400S Mk2 RWS product and reasonably expects to add around $400 million more in orders during 2018 from the same product. Production of this pipeline of orders commences from February 2018 after the normal production plant closure for summer. The company expects the new market opened by the R‑400S Mk2 will increase rapidly from 2019, but the beneficial impact of this for EOS will be offset by competitors entering the market, initially with cheaper products offering lower performance. The company’s cumulative market share for all permitted customers is expected to fall from 100% [2017] to below 50% by 2025. Because overall market addressable by EOS is expected to exceed $5 billion EOS aims to achieve cumulative sales of around $2.5 billion for the R‑400S and its successor products. EOS Defence plans to release another product in 2019 based on its R‑2000 remotely operated turret which has undergone the same comprehensive development and testing process as the R‑400S RWS. Based on customer plans, EOS expects the addressable market for this product type will exceed $11 billion to 2025 and that competing products already surfacing will likely limit EOS market share to a specific segment of approximately 20%. Although this market share is smaller than in RWS, the addressable market is larger and the cumulative EOS sales revenue is expected to be similar to RWS in the long term. Key competitors of EOS Defence are sovereign‑owned companies which have access to almost unlimited funds at low, non‑market rates. On 30 January 2018 the Commonwealth Government announced that defence export companies like EOS would have access to $3.8 billion of sovereign funds through Efic [Export Finance and Insurance Corporation] for working capital for export sales. This is a positive development which will improve EOS’ competitiveness. In the medium term from 2021 EOS also expects revenue growth from the replacement or upgrade of many of the 15,000+ conventional RWS deployed before 2010. At around the same time [2021] revenue will commence from repairs, spares and support for R‑400S RWS now deploying. EOS customers typically provision around 150% of the initial acquisition cost over 15 years for repairs, spare parts and other support. If EOS achieves its near‑term sales targets there will be a very long period of sustained revenue. EOS Defence expects to exceed $90 million in 2018 revenue, biased towards the second half due to the continuous ramping of output volume. Revenue for 2019 is expected to exceed $200 million based on current orders, and these may increase during 2018. Given substantial historic investment in risk and cost reduction, which has all been fully expensed, EOS expects to achieve EBIT margins of around 10% for the delivery of EOS Defence contracts going forward. Based on the strong performance of the multi‑sensor space site at Learmonth, the outlook for EOS Space is also positive. However this sector is not expected to transition through break‑even to profit before late in 2019. The sector operating loss for 2018 is expected to be approximately $4 million in the full year if planned outlays continue towards securing further network deployment and data contracts. Financial uncertainties can adversely impact the governments which are EOS customers. The company cannot be certain that future customer procurements will continue as usual or that business conditions will not deteriorate from current expectations. The financial statements have been prepared on the basis of a going concern as detailed in Note 1. Ben Greene Chief Executive Officer 22 March 2018 3 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report The directors of Electro Optic Systems Holdings Limited submit herewith the annual financial report of the company for the year ended 31 December 2017. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: Directors The names and particulars of the directors of the company during or since the end of the financial year are: Name Particulars Fred Bart Chairman (Age 63). He has been Chairman and Director of numerous public and private companies since 1980, specialising in manufacturing, property, technology and marketable securities. Mr Bart is Chairman of Immunovative Therapies Limited, an Israeli company involved in the manufacture of cancer vaccines for the treatment of most forms of cancer. He is a member of the Remuneration Committee. Appointed to the Board on 8 May 2000. Dr Ben Greene BE (Hons), Phd in Applied Physics (Age 67) is the Chief Executive Officer of Electro Optic Systems. Ian Dennis Lt Gen Peter Leahy AC Dr Greene was involved in the formation of Electro Optic Systems. He is published in the subject areas of weapon system design, laser tracking, space geodesy, quantum physics, satellite design, laser remote sensing, and the metrology of time. Dr Greene is Deputy Chair of the Western Pacific Laser Tracking Network (WPLTN) and has recently served as member of Australia’s Prime Ministers Science, Engineering and Innovation Council (PMSEIC) and CEO of the Cooperative Research Centre for Space Environment Management. Appointed to the Board on 11 April 2002. BA, C.A. (Age 60) is a Chartered Accountant with experience as director and secretary in various public listed companies and unlisted technology companies in Australia and overseas. He has been involved in the investment banking industry and stockbroking industry for the past twenty five years. Prior to that, he was with KPMG, Chartered Accountants in Sydney. Appointed to the Board on 8 May 2000. He is a member of the Audit Committee and Remuneration Committee. He is also company secretary of Electro Optic Systems Holdings Limited. Non‑executive director (Age 65). Appointed to the Board on 4 May 2009. Peter Leahy AC retired from the Australian Army in July 2008 as a Lieutenant General in the position of Chief of Army. Among his qualification he holds a BA (Military Studies), a Master of Military Arts and Science and is a member of the Australian Institute of Company Directors. He is a Professor and the foundation Director of the National Security Institute at the University of Canberra. He is a director of Codan Limited, Citadel Group Limited, a member of the Defence South Australia Advisory Board, Chairman of the Red Shield Appeal in the ACT and the charity Soldier On and a Trustee of the Prince’s Charities Australia. In 2014 he was appointed by the Minister for Defence as a member of the First Principles Review of Defence and in 2016 accepted the position as the Chairman of the Australian International Military Games, which will bring the Invictus Games to Australia in 2018. He is Chairman of the Audit Committee and Remuneration Committee. Air Marshal Geoff Brown AO Non‑executive director (Age 59). Appointed to the Board on 21 April 2016. Geoff Brown AO retired from the Royal Australian Air Force in July 2015 as Air Marshal in the position of Chief of Air Force. Among his qualifications he holds a BEng (Mech), a Master of Arts (Strategic Studies), Fellow of the Institute of Engineering Australia and is a Fellow of the Royal Aeronautical Society. He is a Director of Lockheed Martin (Australia) Pty Limited, Chairman of the Sir Richard Williams Foundation and Chairman of the Advisory Board of CAE Asia Pacific. He is a member of the Audit Committee. 4 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report (cont) Name Particulars Mark Ureda Kevin Scully Non‑executive director (Age 63). Appointed to the Board on 28 April 2005. Retired on 12 May 2017. Mark was vice president, Strategy and Technology for Northrop Grumman Corporation, a global defence company until August 2010. Mark is now Senior Vice President, Products and Technology, Professional Solutions Division, Harman International. Mark received a bachelor’s degree in Engineering from the University of California at Los Angeles, a master’s degree in Acoustics from the Pennsylvania State University and a master’s degree in Finance from the UCLA Graduate School of Management. Non‑executive director (Age 61). Appointed to the Board on 19 September 2011. Resigned on 20 December 2017. Kevin Scully has more than 30 years of experience in equities research and analysis, corporate advisory and related matters. He has worked in various positions such as the head of research and director of Schroders, HSBC and the Netresearch group (which he founded). Kevin was an advisor to two regulatory authorities of the Singaporean Government (Commercial Affairs Department and the Monetary Authority of Singapore) for 16 years. In March 2014 he was appointed Adjunct Professor in the School of Human Development and Social Services at SIM University. He was a member of the Audit Committee. The above named directors held office during and since the end of the financial year apart from Mark Ureda who retired as a director at the Annual General Meeting held on 12 May 2017 and Kevin Scully who resigned on 20 December 2017. Directorships of Other Listed Companies Directorships of other listed companies held by directors in the three years immediately before the end of the financial year were as follows: name Fred Bart Ian Dennis Lt Gen Peter Leahy AC Kevin Scully Principal Activities company period of directorship Audio Pixels Holdings Limited 5 September 2000 to date Audio Pixels Holdings Limited 5 September 2000 to date Codan Limited Citadel Group Limited Sen Yue Holdings Limited JEP Holdings Limited 19 September 2008 to date 27 June 2014 to date 11 April to 20 December 2017 1 May 2015 to 20 December 2017 The principal activities of the consolidated entity are in the space and defence systems business. The company is listed on the Australian Securities Exchange. Review of Operations A detailed review of operations is included on pages 1 to 3 of this financial report. Changes to the State of Affairs There was no significant changes in the state of affairs of the consolidated entity that occurred during the financial period. 5 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report (cont) Subsequent Events On 30 January 2018, the Company announced that it had been awarded an A$410m contract to supply significant quantities of its new R‑400S‑Mk2 remote weapon systems to an overseas customer. On 6 February 2018, the Company announced a placement of 10,471,434 new ordinary shares at $2.91 to sophisticated and professional investor clients of Petra Capital Pty Limited raising a total of $30.5m. These new shares were allotted on 12 February 2018. These funds will be used for working capital to lodge performance bonds and offset bonds in respect of the new contract announced on 30 January 2018 and optimising the supply chain. Additionally in the same announcement the Company announced a further tranche of the placement of 10,147,123 new ordinary shares at $2.91 to sophisticated and professional investor clients of Petra Capital Pty Limited raising a total of $29.5m. These shares were issued on 16 March 2018 following shareholder approval at an Extraordinary General Meeting held on 13 March 2018 to refresh the 15% placement ability. On 6 February 2018, the Company also announced a Share Placement Plan to all existing shareholders registered on 5 February 2018 at the same price as the institutional placement of $2.91 to raise a maximum of $5m. The Share Placement Plan closed on 14 March 2018 raising $1.4m resulting in the issue of 495,758 new ordinary shares on 21 March 2018. The Directors decided not to place any further shares up to the maximum of $5m. On 6 February 2018, the Company announced a new restructure of the management team with Grant Sanderson appointed as Chief Executive Officer for EOS Defence and Peter Short being made Chief Operating Officer for the Group. Both of these positions report directly to Dr Ben Greene, Group Chief Executive Officer. On 22 February 2018, the Company entered into a lease of premises at 2865 Wall Triana Highway, Huntsville, Alabama for a period of five years from 1 March 2018. The Company has an option to purchase the property for US$6.5m prior to the expiry of the lease on 28 February 2023. Apart from the above, there has not been any matter or circumstance that has arisen since the end of the financial year, that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in future financial years. Future Developments The company will continue to operate in the space and defence systems business. Please see the review of operations for further details. Environmental Regulations In the opinion of the directors the consolidated entity is in compliance with all applicable environmental legislation and regulations. Dividends The directors recommend that no dividend be paid and no amount has been paid or declared by way of dividend since the end of the previous financial year and up to the date of this report. Share Options Share options granted to directors and executives No options were granted to any director, executive or staff member during the year. Share options on issue at year end or exercised during the year There were 5,620,000 options outstanding at year end and no options were exercised during the year. There were no shares or interests issued during the financial year as a result of exercise of an option. 6 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report (cont) Indemnification and Insurance of Officers and Auditors During the financial year, the company paid a premium in respect of a contract insuring the Directors and Officers of the Company and any related body corporate against a liability incurred as such a Director or Officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the coverage provided and the amount of the premium. The Company has agreed to indemnify the current Directors, Company Secretary and Executive Officers against all liabilities to other persons that may arise from their position as Directors or Officers of the Company and its controlled entities, except where to do so would be prohibited by law. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. The Company has not, during or since the financial year indemnified or agreed to indemnify an auditor of the company or of any related body corporate against any liability incurred as such an auditor. Directors’ Meetings The following table sets out the number of directors’ meetings (including meetings of committees of directors) held during the financial year and the number of meetings attended by each director (while they were a director or committee member). During the financial year, 18 Board meetings, two Audit committee meetings and no Remuneration committee meetings were held. Directors Mr Fred Bart Dr Ben Greene Mr Ian Dennis Mr Mark Ureda Lt Gen Peter Leahy AC Mr Kevin Scully Air Marshal Geoff Brown AO Board of directors Audit committee Remuneration committee Held Attended Held Attended Held Attended 18 18 18 7 18 17 18 18 18 18 7 17 14 17 ‑ ‑ 2 ‑ 2 2 ‑ ‑ ‑ 2 ‑ 2 2 ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ Directors’ Shareholdings The following table sets out each Director’s relevant interest in shares and options of the company or a related body corporate as at the date of this report. Directors Mr Fred Bart Dr Ben Greene Mr Ian Dennis Lt Gen Peter Leahy AC Air Marshall Geoff Brown AO Mr Mark Ureda Mr Kevin Scully Fully paid ordinary shares Unlisted Options 5,314,230 3,964,485 175,205 38,755 5,000 ‑ ‑ 200,000 2,000,000 200,000 200,000 200,000 200,000 200,000 There has been no movement in Director shareholdings during the 2017 year apart from the participation in the Share Purchase Plan. The unlisted options are exercisable at $3.00 each and expire on 31 January 2019. 7 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report (cont) Remuneration Report (Audited) The key management personnel of Electro Optic Systems Holdings Limited during the year were: Mr Fred Bart (Chairman, Non‑executive director) Dr Ben Greene (Chief Executive Officer and director) Mr Ian Dennis (Non‑executive director) Mr Mark Ureda (Non‑executive director) Resigned 12 May 2017 Lt Gen Peter Leahy AC (Non‑executive director) Mr Kevin Scully (Non‑executive director) Resigned 20 December 2017 Air Marshall Geoff Brown (Non‑executive director) Dr Craig Smith (Chief Executive Officer of EOS Space Systems Pty Limited) Mr Scott Lamond (Chief Financial Officer ‑ Electro Optic Systems Pty Limited) Dr Warwick Holloway (Chief Executive Officer of EOS Defence Systems Pty Limited) This report outlines the remuneration arrangements in place for Directors and Executives of the Group. The Directors are responsible for remuneration policies and packages applicable to the Board members and executives of the Group. The Group has a separate Remuneration Committee. The broad remuneration policy is to ensure the remuneration package properly reflects the persons duties and responsibilities. Remuneration structure In accordance with best practice corporate governance, the structure of Non‑Executive Director and senior manager remuneration is separate and distinct. Non‑Executive Director remuneration Objective The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. Structure The Company’s Constitution and the Australian Securities Exchange Listing Rules specify the aggregate remuneration of Non‑ Executive Directors shall be determined from time to time by a General Meeting of shareholders. An amount not exceeding the amount determined is then divided between the Directors as agreed. The latest determination was at the Annual General Meeting held on 12 May 2017, when shareholders approved a maximum aggregate remuneration of $500,000 per year excluding options. The amount of aggregate remuneration approved by shareholders, the manner in which it is apportioned amongst Directors, and the policy of granting options to Directors, are reviewed by directors at least every two years. Each Non‑Executive Director receives a fee for serving as a Director of the Company. No additional fees are paid to any Director for serving on a committee of the Board. A company associated with Mr Ian Dennis receives a fee in recognition of additional services provided to the Group. 8 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report (cont) Remuneration Report (cont) Executive Director and Senior Management remuneration Objective The Group aims to award Executives with a level and mix of remuneration commensurate with their position and responsibilities within the Group and so as to: ■ reward Executives for Group and individual performance against targets set by reference to suitable benchmarks; ■ align the interests of Executives with those of shareholders; and ■ ensure that the total remuneration paid is competitive by market standards. Structure The remuneration paid to Executives is set with reference to prevailing market levels and typically comprises a fixed salary and option component. Options are granted to Executives in line with their respective levels of experience and responsibility. Details of the amounts paid and the number of options granted to Executives are disclosed elsewhere in the Directors’ Report. Employment contracts There are no employment contracts in place with any Non‑Executive Director of the Group. Executive Directors and Senior Management are employed under standard employment contracts which contain no unusual terms. Beyond accrued leave benefits, there are no other termination payments or golden parachutes for any directors or senior executives. The CEO has a 180 day notice period under his employment contract and the other senior management have 90 day notice periods under their employment contracts. 9 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report (cont) Remuneration Report (cont) Director remuneration The following tables disclose the remuneration of the directors of the Company: 2017 Mr Fred Bart Dr Ben Greene* Mr Ian Dennis# Mr Mark Ureda Lt Gen Peter Leahy AC Mr Kevin Scully Air Marshall Geoff Brown AO Short term Post Employment Equity Salary & Fees $ 61,000 415,400 157,500 17,031 37,500 40,875 37,500 766,806 Non‑ monetary $ ‑ 26,163 ‑ ‑ ‑ ‑ ‑ 26,163 Superannuation $ 5,795 35,000 3,563 ‑ 3,563 ‑ 3,563 51,484 Options $ 22,901 229,012 22,901 22,901 22,901 22,901 41,847 385,364 Other Long Term Benefits $ ‑ 41,787 ‑ ‑ ‑ ‑ ‑ Total $ 89,696 747,362 183,964 39,932 63,964 63,776 82,910 41,787 1,271,604 * Executive Director during the financial year # Includes fees for company secretarial and accounting consultancy services provided of $120,000 (2016: $120,000) 2016 Mr Fred Bart Dr Ben Greene* Mr Ian Dennis# Mr Mark Ureda Lt Gen Peter Leahy AC Mr Kevin Scully Air Marshall Geoff Brown AO Short term Post Employment Equity Salary & Fees $ Non‑ monetary $ Superannuation $ 61,000 417,605 157,500 40,875 37,500 40,875 25,859 781,214 ‑ 20,125 ‑ ‑ ‑ ‑ ‑ 20,125 5,795 31,459 3,563 ‑ 3,563 ‑ 2,456 46,836 Options $ 49,798 497,984 49,798 49,798 49,798 49,798 40,279 787,253 Other Long Term Benefits $ Total $ ‑ 116,593 52,897 1,020,070 ‑ ‑ ‑ ‑ ‑ 210,861 90,673 90,861 90,673 68,594 52,897 1,688,325 * Executive Director during the financial year # Includes fees for company secretarial and accounting consultancy services provided of $120,000 (2016: $120,000). 10 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report (cont) Remuneration Report (cont) Executive remuneration No executives are employed by the holding company. The following table discloses the remuneration of the executives of the consolidated entity: 2017 Dr Craig Smith Mr Scott Lamond Dr Warwick Holloway 2016 Dr Craig Smith Mr Scott Lamond Dr Warwick Holloway Short term Post Employment Equity Salary & Fees $ 212,960 212,960 175,700 601,620 Non‑ monetary $ Superannuation $ ‑ ‑ ‑ ‑ 20,231 20,231 16,720 57,182 Options $ 34,352 25,764 17,176 77,292 Short term Post Employment Equity Salary & Fees $ 212,766 212,766 173,938 599,470 Non‑ monetary $ Superannuation $ ‑ ‑ ‑ ‑ 20,213 20,213 16,524 56,950 Options $ 74,698 56,023 37,348 168,069 Other Long Term Benefits $ 9,137 12,459 4,590 26,186 Other Long Term Benefits $ 16,324 13,699 9,260 39,283 Total $ 276,680 271,414 214,186 762,280 Total $ 324,001 302,701 237,070 863,772 No options were granted to, or exercised by any director or executive during 2017. During the financial year, 3,000,000 options were granted to Directors on 5 February 2016 and 200,000 options on 30 May 2016 at an exercise price of $3.00 with an expiry date of 31 January 2019. During the previous financial year, 2,515,000 options were issued to staff on 5 February 2016 at an exercise price of $3.00 with an expiry date of 31 January 2019. 900,000 of these options were issued to senior executives included as part of the key management personnel. 11 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report (cont) Remuneration Report (cont) The following table sets out each key management personnel’s equity holdings (represented by holdings of fully paid ordinary shares in Electro Optic Systems Holdings Limited). Balance at 1/1/17 Granted as remuneration Received on exercise of options Net other change Balance at 31/12/17 Mr Fred Bart Dr Ben Greene Mr Ian Dennis Mr Mark Ureda Lt Gen Peter Leahy AC Mr Kevin Scully Air Marshal Geoff Brown AO Dr Craig Smith Mr Scott Lamond Dr Warwick Holloway No. 5,309,075 3,954,185 170,050 ‑ 33,600 ‑ ‑ 89,450 11,000 ‑ No. No. No. ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ No. 5,309,075 3,954,185 170,050 ‑ 33,600 ‑ ‑ 89,450 11,000 ‑ Elements of remuneration related to performance There are no performance conditions other than service attached to the above remuneration to directors and executives. Directors and senior executives receive options as disclosed which are not subject to specific performance conditions other than service. The overall performance of the company as measured by the share price will determine whether the options are exercised and whether the director or executive receives any benefit from these options. The time service condition has been chosen by the Board as an appropriate condition as it helps in the retention and motivation of staff. Options issued to certain directors and executives are also subject to vesting provisions as disclosed below. Key management personnel option holdings There were 4,100,000 options outstanding at the end of the previous financial year. During the previous financial year, 4,100,000 unlisted options exercisable at $3.00 each with an expiry date of 31 January 2019 were issued to the following key management personnel: Directors Mr Fred Bart Dr Ben Greene Mr Ian Dennis Mr Mark Ureda Lt Gen Peter Leahy AC Mr Kevin Scully Air Marshall Geoff Brown AO Dr Craig Smith Mr Scott Lamond Dr Warwick Holloway Date of Issue 5 February 2016 5 February 2016 5 February 2016 5 February 2016 5 February 2016 5 February 2016 30 May 2016 5 February 2016 5 February 2016 5 February 2016 Unlisted Options at the date of this report held by KMP 200,000 2,000,000 200,000 200,000 200,000 200,000 200,000 400,000 300,000 200,000 4,100,000 These options vest as to 50% of the number after one year with the balance of 50% vesting after two years from the date of issue. 12 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report (cont) Remuneration Report (cont) Other transactions with key management personnel During the year, the Company paid a total of $66,795 (2016: $66,795) to 4F Investments Pty Limited, a company associated with Mr Fred Bart in respect of directors fees and superannuation for Fred Bart. During the year, the Company paid $41,063 (2016: $28,315) to Dennis Corporate Services Pty Limited, a company associated with Mr Ian Dennis in respect of directors fees and superannuation for Ian Dennis. During the year, the Company paid $41,063 (2016: $41,063) to GCB Stratos Consulting Pty Limited, a company associated with Air Marshall Geoff Brown in respect of directors fees and superannuation for Geoff Brown. During the year, the Company paid $120,000 (2016: $120,000) to Dennis Corporate Services Pty Limited, a company associated with Mr Ian Dennis in respect of consulting fees for company secretarial and accounting services. During the year, the Company paid $22,955 (2016: $22,478) to Audio Pixels Holdings Limited, a company of which Fred Bart and Ian Dennis are directors and shareholders in respect of shared Sydney office facilities. The table below sets out summary information about the company’s earnings and movements in shareholder wealth for the last 5 financial years. 31 December 2017 $ 31 December 2016 $ 31 December 2015 $ 31 December 2014 $ 31 December 2013 $ Revenue 23,259,794 25,797,200 30,500,748 23,476,433 29,882,393 Net (loss) / profit before tax Net (loss)/ profit after tax Share price at start of year Share price at end of year Dividends paid (9,319,930) (2,918,477) 3,032,442 (3,017,546) 1,562,746 (9,319,930) (886,692) 3,032,442 (3,017,546) 1,562,746 31 December 2017 $ 31 December 2016 $ 31 December 2015 $ 31 December 2014 $ 31 December 2013 $ 1.73 2.45 ‑ 1.49 1.73 ‑ 0.815 1.49 ‑ 0.42 0.815 ‑ 0.30 0.42 ‑ Audit Committee The Board appointed three non‑executive directors to form the committee, with a majority of independent directors and the Chairman being an independent person. The current members of the Committee are Lt Gen Peter Leahy AC (Chairman), Mr Ian Dennis and Mr Geoff Brown. Remuneration Committee The Board appointed three non‑executive directors to form the committee, with a majority of independent directors and the Chairman being an independent person. The current members of the Committee are Lt Gen Peter Leahy AC (Chairman), Mr Ian Dennis and Mr Fred Bart. 13 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017Directors’ report (cont) Non‑audit Services The Directors are satisfied that the provision of non‑audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors have formed this view based on the fact that the nature and scope of each type of non‑audit service provided means that the audit independence was not compromised. Details of amounts paid or payable to the auditor for non‑audit services provided during the year by the auditor are contained in note 8 to the financial statements. Auditor’s Independence Declaration The auditor’s independence declaration is included on page 15 of the annual report. Signed in accordance with a resolution of directors made pursuant to s.298(2) of the Corporations Act 2001. On behalf of the Directors I A Dennis Director Dated at Sydney this 22 day of March 2018 14 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 20177 1 0 2 t r o p e r L a U n n a | s e i t i t n e d e l l o r t n o c d n a d e t i i m L s g n i d l o H s m e t s y s c i t p o o r t c e l e 1515 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017 7 1 0 2 t r o p e r L a U n n a | s e i t i t n e d e l l o r t n o c d n a d e t i i m L s g n i d l o H s m e t s y s c i t p o o r t c e l e 1616 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017 7 1 0 2 t r o p e r L a U n n a | s e i t i t n e d e l l o r t n o c d n a d e t i i m L s g n i d l o H s m e t s y s c i t p o o r t c e l e 1717 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017 7 1 0 2 t r o p e r L a U n n a | s e i t i t n e d e l l o r t n o c d n a d e t i i m L s g n i d l o H s m e t s y s c i t p o o r t c e l e 1818 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017 7 1 0 2 t r o p e r L a U n n a | s e i t i t n e d e l l o r t n o c d n a d e t i i m L s g n i d l o H s m e t s y s c i t p o o r t c e l e 1919 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017 8 to 13 7 1 0 2 t r o p e r L a U n n a | s e i t i t n e d e l l o r t n o c d n a d e t i i m L s g n i d l o H s m e t s y s c i t p o o r t c e l e 20 20 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017 Directors’ DecLaration The directors declare that: (a) in the directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; (b) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the company and the consolidated entity; (c) the directors have been given the declarations required by s.295A of the Corporations Act 2001; and (d) the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 1 to the financial statements. Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001. On behalf of the Directors I A Dennis Director Dated at Sydney this 22 day of March 2018 21 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017consoLiDateD stateMent of profit or Loss anD otHer coMpreHensive incoMe for tHe financiaL year enDeD 31 DeceMber 2017 Revenue Changes in inventories of work in progress Raw materials and consumables used Employee benefits expense Administration expenses Finance costs Depreciation and amortisation of property, plant and equipment (Loss) on disposal of fixed assets Foreign exchange gains/ (losses) Occupancy costs Other expenses (Loss) before income tax benefit Income tax benefit (Loss) for the year Other comprehensive income Note 2(a) 31 December 2017 $ 31 December 2016 $ 23,259,794 25,797,200 (2,699,765) (447,550) (8,473,543) (10,346,026) 2(b) (14,692,849) (13,600,306) (4,304,914) (3,756,612) 2(b) 2(b) 2(b) 2(b) 2 4 (34,985) (193,325) (2,007) (695,061) (1,188,969) (374,306) (27,663) (98,859) (110) 610,447 (796,222) (252,776) (9,399,930) (2,918,477) ‑ 2,031,785 17 (9,399,930) (886,692) Items that may be reclassified subsequently to profit and loss Exchange differences arising on translation of foreign operations 363,703 (74,898) Total comprehensive (Loss) for the year (9,036,227) (961,590) (Loss) per share Basic (cents per share) Diluted (cents per share) Notes to the financial statements are included on pages 26 to 66. 3 3 (15.1) (15.1) (1.6) (1.6) 22 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017consoLiDateD stateMent of financiaL position as at 31 DeceMber 2017 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Other TOTAL CURRENT ASSETS NON‑CURRENT ASSETS Property, plant and equipment Trade and other receivables Other TOTAL NON‑CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions TOTAL CURRENT LIABILITIES NON‑CURRENT LIABILITIES Provisions TOTAL NON‑CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Notes to the financial statements are included on pages 26 to 66. Consolidated December 2017 $ December 2016 $ Note 18 5 6 7 9 5 7 10 11 11 14 16 17 9,989,953 8,874,967 11,662 007 3,805,560 13,795,574 3,478,996 2,390,931 459,228 37,838,465 16,618,751 1,405,347 459,791 609,864 7,751,938 ‑ ‑ 9,767,149 459,791 47,605,614 17,078,542 18,084,358 7,176,569 5,091,560 5,553,555 23,175,918 12,730,124 859,076 859,076 301,419 301,419 24,034,994 13,031,543 23,570,620 4,046,999 103,342,071 75,383,567 9,344,928 8,379,881 (89,116,379) (79,716,449) 23,570,620 4,046,999 23 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017consoLiDateD stateMent of cHanges in eqUity for tHe year enDeD 31 DeceMber 2017 Accumulated losses $ Total $ Issued capital $ Foreign currency translation reserve $ Employee equity settled benefits reserve $ 2017 Balance at 1 January 2017 4,046,999 (79,716,449) 75,383,567 (604,840) 8,984,721 (Loss) for the year (9,399,930) (9,399,930) Exchange differences arising on translation of foreign operations Total comprehensive (loss) for the year 363,703 ‑ (9,036,227) (9,399,930) ‑ ‑ ‑ Issue of 3,863,638 new shares at $2.20 each Issue of 9,100,000 new shares at $2.30 each Recognition of share based payments 8,075,004 19,883,500 601,344 ‑ ‑ ‑ 8,075,004 19,883,500 ‑ ‑ 363,703 363,703 ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ 601,344 Balance at 31 December 2017 23,570,620 (89,116,379) 103,342,071 (241,137) 9,586,065 2016 Balance at 1 January 2016 3,751,671 (78,829,757) 75,383,567 (529,942) 7,727,803 (Loss) for the year (886,692) (886,692) Exchange differences arising on translation of foreign operations Total comprehensive (loss)/ income for the year (74,898) ‑ (961,590) (886,692) Recognition of share based payments 1,256,918 ‑ ‑ ‑ ‑ ‑ ‑ (74,898) (74,898) ‑ ‑ ‑ ‑ 1,256,918 Balance at 31 December 2016 4,046,999 (79,716,449) 75,383,567 (604,840) 8,984,721 Notes to the financial statements are included on pages 26 to 66. 24 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017consoLiDateD stateMent of casH fLows for tHe year enDeD 31 DeceMber 2017 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Tax benefit received Interest received Interest and other costs of finance paid Consolidated 31 December 2017 $ 31 December 2016 $ Note 22,253,859 26,238,130 (48,363,455) (31,075,678) ‑ 2,031,785 194,888 (34,985) 159,939 (27,663) Net cash (outflows) from operating activities 18(b) (25,949,693) (2,673,487) Cash flows from investing activities Payment for property, plant and equipment Net cash (outflows) from investing activities Cash flows from financing activities Proceeds from issue of new shares Net cash inflows from financing activities (1,140,947) (402,977) (1,140,947) (402,977) 27,958,504 27,958,504 ‑ ‑ Net increase/(decrease) in cash and cash equivalents 867,864 (3,076,464) Cash and cash equivalents at the beginning of the financial year 8,874,967 11,894,300 Effects of exchange rate fluctuations on the balances of cash held in foreign currencies 247,122 57,131 Cash and cash equivalents at the end of the financial year 18(a) 9,989,953 8,874,967 Notes to the financial statements are included on pages 26 to 66. 25 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 1. Summary of Accounting Policies Statement of compliance The financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 and Accounting Standards and complies with other requirements of the law. The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the Company is a for‑profit entity. Accounting Standards include Australian equivalents to International Financial Reporting Standards (“AASB”). Compliance with AASB ensures that the financial statements and notes of the company and the consolidated entity comply with International Financial Reporting Standards (“IFRS”). The financial statements were authorised for issue by the Directors on 22 March 2018. Basis of preparation The financial report has been prepared on the basis of historical cost. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise stated. The following significant accounting policies have been adopted in the preparation and presentation of the financial report: (a) Going Concern The financial report has 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 entity incurred a net loss during the year of $9,399,930 (2016: $886,692 ‑ loss) and used net cash in operating activities of $25,949,693 (2016: $2,673,487 used by). As at 31 December 2017, the consolidated entity had cash of $9,989,953 (2016: $8,874,967) of which $119,025 (2016: $195,127) is restricted as it secures bank guarantees on existing contracts with local and overseas customers. The consolidated entity made the following announcements to the ASX: ■ On 30 January 2018, the Company announced that it had been awarded an A$410m contract to supply its new R‑400S‑Mk2 remote weapon system to an overseas customer; ■ On 6 February 2018, the company announced a placement of 10,471,434 new ordinary shares at $2.91, raising a net $28.8m. These funds will be used for working capital to lodge performance bonds and offset bonds in respect of the new contract announced on 30 January 2018 and optimising the supply chain. In the same announcement the company announced a further tranche of the placement of 10,147,123 new ordinary shares at $2.91, raising a net $27.9m. These shares were issued on 16 March 2018 following shareholder approval at an Extraordinary General Meeting held on 13 March 2018 to refresh the 15% placement ability; and ■ On 6 February 2018, the Company also announced a Share Placement Plan to all existing shareholders registered on 5 February 2018 at the same price as the institutional placement of $2.91 to raise a maximum of $5m. On 21 March 2018, it was announced that 495,758 shares were allotted at $2.91 raising $1.4m. In the opinion of the directors, the ability of the consolidated entity to continue as a going concern and pay its debts as and when they become due and payable is dependent upon: ■ the continued ability of the consolidated entity to deliver contracts on hand on time, to the required specification and within budgeted costs; ■ the likelihood of key military and government customers to make timely payments for goods supplied in accordance with contractual terms; ■ the future trading prospects of the consolidated entity including obtaining the required export permits, lodgement of the required performance bonds, the successful lodgement of offset bonds in relation to executed contracts and successfully obtaining and negotiating commercial contract terms in relation to potential customers; and ■ the ability to raise capital from existing or new shareholders should the need arise. In the opinion of the directors, the consolidated entity can continue as a going concern and pay its debts as and when they become due and payable. Given the current financial position, performance and prospects of the consolidated entity the directors believe it is appropriate to prepare the financial report on the going concern basis. 26 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 1. Summary of Accounting Policies (cont) (f) Employee benefits (b) Borrowings Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in profit or loss over the period of the borrowing using the effective interest rate method. (c) Cash and cash equivalents Cash and cash equivalents comprise cash on hand, cash in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents includes restricted cash to the extent it relates to operating activities. (d) Construction contracts and work in progress Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting date. The state of completion is measured by the proportion that contract costs incurred for work performed to date as a percentage of the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer. Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. Deferred revenue is represented by advance billings on contracts and the basis of recognition is the percentage of completion basis. (e) Embedded derivatives Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not measured at fair value with changes in fair value recognised in profit or loss. Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, and long service leave when it is probable that settlement will be required and they are capable of being measured reliably. Provisions made in respect of short term employee benefits are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to the reporting date. Defined contribution plans ‑ Contributions to defined benefit contribution superannuation plans are expensed when incurred. (g) Financial assets Subsequent to initial recognition, investments in subsidiaries at the company level are measured at cost less any impairment. Other financial assets are classified into the following specified categories: held to maturity investments and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of the initial recognition. Held to maturity investments Bills of exchange are recorded at amortised cost using the effective interest method less impairment, with revenue recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period. Loans and receivables Trade receivables, loans and other receivables are recorded at amortised cost less impairment. 27 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 1. Summary of Accounting Policies (cont) (j) Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except: i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or ii. for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. (k) Government grants Government grants are assistance by the government in the form of transfers of resources to the consolidated entity in return for past or future compliance with certain conditions relating to the operating activities of the entity. Government grants include government assistance where there are no conditions specifically relating to the operating activities of the consolidated entity other than the requirement to operate in certain regions or industry sectors. Government grants relating to income are recognised as income over the periods necessary to match them with the related costs. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the consolidated entity with no future related costs are recognised as income in the period in which it becomes receivable. (h) Financial instruments issued by the company Debt and equity instruments Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement. Transaction costs on the issue of equity instruments Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued. Interest Interest is classified as an expense consistent with the statement of financial position classification of the related debt. (i) Foreign currency Foreign currency transactions All foreign currency transactions during the financial year are bought to account using the exchange rate in effect at the date of the transaction. Foreign currency monetary items at reporting date are translated at the exchange rate existing at reporting date. Non‑monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Exchange differences are recognised in profit or loss in the period they arise. Foreign operations On consolidation, the assets and liabilities of the consolidated entity’s overseas operations are translated at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly. Exchange differences arising, if any, are recognised in the foreign currency translation reserve, and recognised in profit or loss on disposal of the foreign operation. 28 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 1. Summary of Accounting Policies (cont) periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). (l) Impairment of assets At each reporting date, the consolidated entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash‑generating unit to which the asset belongs. Goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired. An impairment of goodwill is not subsequently reversed. Recoverable amount is the higher of fair value less cost of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash‑generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash‑generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash‑generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash‑generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately. (m) Income tax Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior Deferred tax Deferred tax is recognised on temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the consolidated entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the assets and liabilities giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company/consolidated entity intends to settles its current tax assets and liabilities on a net basis. 29 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 1. Summary of Accounting Policies (cont) Current and deferred tax for the period Current and deferred tax is recognised as an expense or income in the statement of profit or loss and other comprehensive income, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess. Tax consolidation The company and all its wholly‑owned Australian resident entities are part of a tax consolidated group under Australian taxation law. Electro Optic Systems Holdings Limited is the head entity in the tax‑consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax‑consolidated group are recognised in the separate financial statements of the members of the tax‑consolidated group using the ‘separate taxpayer within the group’ approach. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the tax‑consolidated group are recognised by the company (as head entity in the tax‑consolidated group). There are no formal tax funding arrangements within companies within the tax‑consolidated entity. (n) Intangible assets Research and development costs Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no internally‑generated intangible assets can be recognised, development expenditure is recognised as an expense in the period as incurred. Intangible assets acquired in a business combination Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their fair value can be measured reliably. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately. (o) Inventories Inventories are measured at the lower of cost and net realisable value. Costs are assigned on a first‑in first‑out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. (p) Leased assets Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Consolidated entity as lessee Assets held under finance leases are initially recognised at their fair value or, if lower, at amounts equal to the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Finance leased assets are amortised on a straight line basis over the estimated useful life of the asset. Operating lease payments are recognised as an expense on a straight‑line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Lease incentives In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expenses on a straight‑line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. 30 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 1. Summary of Accounting Policies (cont) (q) Payables Trade payable and other accounts payable are recognised when the consolidated entity becomes obliged to make future payments resulting from the purchase of goods and services. (r) Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved when the Company: ■ Has power over the investee; ■ Is exposed, or has rights, to variable returns from its involvement with the investee; and of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives, residual values and depreciation method is reviewed at the end of each annual accounting period. The following estimated useful lives are used in the calculation of depreciation: Plant and equipment Leasehold improvements Leased assets Office equipment 5 to 15 years 3 to 5 years 3 to 5 years 5 to 15 years Furniture, fixture and fittings 5 to 15 years Motor vehicles 3 to 5 years ■ Has the ability to use its power to affect its returns. (t) Provisions The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. All intra group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the group are eliminated in full on consolidation. (s) Property, plant and equipment Plant and equipment, leasehold improvements and equipment under finance lease are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of an item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition. Depreciation is provided on property, plant and equipment. Depreciation is calculated so as to write off the net cost or other revalued amount Provisions are recognised when the consolidated entity has a present obligation, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is probable that recovery will be received and the amount of the receivable can be measured reliably. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. Warranties ‑ Provisions for warranty costs are recognised as agreed in individual sales contracts, at the directors best estimate of the expenditure required to settle the consolidated entity’s liability. Contract losses ‑ Present obligations arising under onerous contracts are recognised and measured as a provision. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. 31 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 1. Summary of Accounting Policies (cont) (w) Interests in joint operations Decommissioning cost‑ a provision for decommissioning cost is recognised when there is a present obligation, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of removing the facilities and restoring the premises. (u) Revenue recognition Construction revenue is recognised on the basis of the terms of the contract adjusted for any variations or claims allowable under the contract. Revenue from contracts to provide services is recognised as services are performed in accordance with the services contracts. Interest income is recognised as it accrues. Revenue from the sale of goods is recognised when the consolidated entity has transferred to the buyer the significant risks and rewards of ownership of the goods. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. When a group entity undertakes its activities under joint operations, the Group as a joint operator recognises in relation to its interest in a joint operation: ■ its assets, including its share of any assets held jointly; ■ its liabilities, including its share of any liabilities incurred jointly; ■ its revenue from the sale of its share of the output arising from the joint operations; ■ its share of the revenue from the sale of the output by the joint operation; and ■ its expenses, including its share of any expenses (v) Share based payments to employees incurred jointly. Equity‑settled share‑based payments are measured Equity‑settled share‑based payments are measured at fair value at the date of the grant. Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management best estimates, for the effects of non‑transferability, exercise restrictions and behavioural considerations. The fair value determined at the grant date of the equity‑settled share based payments is expensed on a straight‑line basis over the vesting period, based on the consolidated entity’s estimate of shares that will eventually vest. The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the AASB’s applicable to the particular assets, liabilities revenues and expenses. When a group entity transact with a joint operation in which a group entity is a joint operator (such as a sale or contribution of assets), the Group is considered to be conducting the transaction with the other parties to the joint operation, and gains or losses resulting from the transactions are recognised in the Group’s consolidated financial statements only to the extent of other parties’ interest in the joint operation. When a group entity transacts with a joint operation in which a group entity is a joint operator (such as a purchase of assets), the Group does not recognise its share of the gains and losses until it resells those assets to a third party. 32 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 1. Summary of Accounting Policies (cont) (x) Application of New and Revised Accounting Standards The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current year. New and revised Standards and amendments thereof and Interpretations effective for the current year that are relevant to the Group include: ■ AASB 2016‑1 Amendments to Australian Accounting Standards ‑ Recognition of Deferred Tax Assets for Unrealised Losses ■ AASB 2016‑2 Amendments to Australian Accounting Standards ‑ Disclosure Initiative: Amendments to AASB 107 ■ AASB 2017‑2 Amendments to Australian Accounting Standards ‑ Further Annual Improvements 2014‑2016 Cycle The application of the above has not had any material impact on the amounts recognised in the consolidated financial statements. Standards and Interpretations in issue not yet adopted At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective. Standard/Interpretation AASB 9 Financial Instruments, and the relevant amending standards AASB 15 Revenue from Contracts with Customers AASB 2014‑5 Amendments to Australian Accounting Standards arising from AASB 15 and AASB 2015‑8 Amendments to Australian Accounting Standards ‑ Effective Date of AASB 15 AASB 2016‑3 Amendments to Australian Accounting Standards ‑ Clarifications to AASB 15 AASB 16 Leases 2017‑1 Amendments to Australian Accounting Standards ‑ Transfers of Investment Property, Annual Improvements 2014‑2016 Cycle and Other Amendments 2017‑5 Amendments to Australian Accounting Standards ‑ Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections AASB 2016‑5 Amendments to Australian Accounting Standards ‑ Classification and Measurement of Share‑based Payment Transactions Effective for annual reporting periods beginning on or after Expected to be initially applied in the financial year ending 1 Jan 2018 1 Jan 2018 31 Dec 2018 31 Dec 2018 1 Jan 2019 1 Jan 2018 31 Dec 2019 31 Dec 2018 1 Jan 2018 31 Dec 2018 1 Jan 2018 31 Dec 2018 The directors are still assessing the impact of AASB 9, AASB 15 and AASB 16. The directors anticipate that the adoption of all other Standards and Interpretations in future periods will have no material financial impact on the financial statements of the company or the consolidated entity but may change disclosures made. 33 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 1. Summary of Accounting Policies (cont) Deferred tax (y) Critical accounting judgements In the application of the consolidated entity’s accounting policies, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making these judgements. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year: Recoverable amount of property, plant and equipment The directors made a critical judgement in relation to the recoverable amount of property, plant and equipment included in Note 9. Judgement is made regarding the value of second hand manufacturing equipment and the future cash flows of the cash generating units. The directors made a critical judgement in relation to not recognising the deferred tax balances described in Note 4(b). The directors do not currently consider it probable that sufficient taxable amounts will be available against which deductible temporary differences can be utilised. Inventory obsolescence The directors made a critical judgement in relation to the net realisable value of inventory included in note 6. Judgement is required in determining if inventory items can be utilised in projects, given the individual nature of the consolidated entity’s contracts, and the specific nature of inventory items. Warranty provision The directors made a critical judgement in relation to the valuation of the provision for warranty costs described in Note 12. The valuation is determined based on the director’s best estimate of the expenditure required to settle the consolidated entity’s liability under its warranty program. Construction contract revenue recognition The directors made a critical judgement in relation to the recognition of revenue for construction contracts as described in Note 27. Revenue is recognised based on the stage of completion of individual contracts, calculated on the proportion of total costs incurred at the reporting date compared to management‘s estimation of total costs of the contract. Judgement is required in forecasting total cost to complete at initiation of the contract and re‑measuring costs based on events or conditions that occur during the contract. 34 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 2. (Loss) from operations (a) Revenue Revenue from operations consisted of the following items: Revenue from the sale of goods Revenue from the rendering of services Grant revenue Construction contract revenue Interest revenue: Other Bank deposits Other Other Consolidated 31 December 2017 $ 31 December 2016 $ 19,290,114 15,597,244 1,648,412 1,882,798 ‑ 122,268 2,125,292 8,033,495 23,063,818 25,635,805 ‑ 194,888 194,888 62,895 97,044 159,939 1,088 1,456 23,259,794 25,797,200 35 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 2. (Loss) from operations (cont) (b) (Loss) before income tax has been arrived at after charging the following expenses: Borrowing costs Finance charges Depreciation and amortisation ‑ property, plant and equipment Loss on sale of property, plant and equipment Foreign exchange loss (gains) Operating lease rental expenses: Minimum lease payments Employee benefit expense: Share based payments: Equity settled Contributions to defined contribution superannuation plans Other employee benefits 3. (Loss) per Share Basic (loss) per share Basic (Loss) per Share (Loss) (a) Weighted average number of ordinary shares (b) 31 December 2017 $ 31 December 2016 $ 34,985 193,325 2,007 27,663 98,859 110 695,061 (610,477) 801,986 585,864 601,344 1,256,918 1,171,747 1,065,345 12,919,758 11,278,043 14,692,849 13,600,306 31 December 2017 $ 31 December 2016 $ (15.1 cents) (1.6 cents) (9,399,930) (866,692) 62,260,622 56,845,926 (a) (Loss) used in the calculation of basic earnings per share are the same as the net (loss) in the statement of profit or loss and other comprehensive income. (b) There are no potential ordinary shares and hence diluted earnings per share is the same as basic earnings per share. The unlisted options outstanding are not in the money at 31 December 2017 and are not considered dilutive. 36 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017 notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 4. Income Tax (a) The prima facie income tax benefit on pre‑tax accounting (loss) from operations reconciles to the income tax benefit in the financial statements as follows: (Loss) from operations Income tax (benefit) calculated at 30% Effect of different tax rates of subsidiaries operating in other jurisdictions Share based payments R & D tax refund received Other non‑deductible/ non assessable items Consolidated 31 December 2017 $ 31 December 2016 $ (9,399,930) (2,918,477) (2,818,979) (875,543) (133,752) 180,403 (97,421) 377,075 ‑ 2,031,785 34,444 (371,781) (2,737,884) 1,064,115 Deferred tax assets not previously recognised now bought to account ‑ Unused tax losses and tax offsets not recognised as deferred tax assets 2,737,884 967,670 Income tax benefit attributable to operating (Loss)/ profit ‑ 2,031,785 The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law, 25% in Germany, 17% in Singapore and the federal tax rate applicable in the USA and the State of Arizona has been assumed to approximate a combined rate 40% as their tax rates apply on a sliding scale. There has been no change in the corporate tax rate when compared with the previous reporting period. (b) Unrecognised deferred tax balances The following deferred tax assets have not been bought to account as assets Tax losses ‑ revenue Temporary differences Tax consolidation Consolidated 31 December 2017 $ 31 December 2016 $ 22,550,998 19,813,114 1,647,998 1,756,492 24,198,996 21,569,606 Relevance of tax consolidation to the consolidated entity The company and its wholly‑owned Australian resident entities have formed a tax‑consolidated group with effect from 1 January 2003 and are therefore taxed as a single entity from that date. The head entity within the tax‑consolidated group is Electro Optic Systems Holdings Limited. The members of the tax‑consolidated entity group are identified in Note 20. Nature of tax funding arrangements and tax sharing agreements There are no formal tax funding or tax sharing arrangements within the tax‑consolidated group. 37 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 5. Trade and other receivables Current Trade receivables GST receivable Amounts due from customers under construction contracts (Note 27) Other debtors Non‑current Trade receivables Consolidated 31 December 2017 $ 31 December 2016 $ 11,389,405 2,778,292 228,825 7,613 36,164 72,152 951,271 3,845 11,662,007 3,805,560 609,864 ‑ The average credit period on sales of goods is 30 days. No interest is charged on late payments and no general allowance for doubtful debts has been made as most contracts are with governments and government agencies. 63,526 2,187 10,778 12,239 88,730 ‑ ‑ 255,707 ‑ ‑ 3,289 258,996 ‑ ‑ 10,529,141 2,814,939 ‑ 3,266,433 97,389 566,668 13,795,574 3,478,996 Ageing of past due not impaired 31‑60 days 61‑90 days 91‑120 days 120 days + Ageing of past due and impaired 120 days + Total 6. Current Inventories Raw materials ‑ at net realisable value Finished goods Work in progress ‑ at cost 38 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 7. Other Assets Current Prepayments Non‑current Prepayment Consolidated 31 December 2017 $ 31 December 2016 $ 2,390,931 459,228 7,751,938 ‑ This prepayment relates to a prepayment made to a supplier for the delivery of component parts in relation to a future order. 8. Auditors Remuneration (a) Auditor of the Parent Entity Audit or review of the financial report Taxation services (b) Other Auditor Audit or review of the financial report Taxation services The auditor of Electro Optic Systems Holdings Limited is Deloitte Touche Tohmatsu. 155,003 5,000 160,003 2,839 852 3,691 179,466 6,195 185,661 2,929 879 3,808 39 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 9. Property, Plant and Equipment (a) Plant and equipment ‑ at cost Less accumulated depreciation and impairment (b) Leased assets ‑ at cost Less accumulated amortisation and impairment (c) Office equipment ‑ at cost Less accumulated depreciation and impairment (d) Furniture, fixtures and fittings ‑ at cost Less accumulated depreciation and impairment (e) Leasehold improvements ‑ at cost Less accumulated depreciation and impairment (f) Motor vehicle ‑ at cost Less accumulated depreciation and impairment (g) Satellite ‑ at cost Less impairment Total net book value of Property, Plant and Equipment 40 Consolidated 31 December 2017 $ 31 December 2016 $ 7,649,696 7,889,339 (7,188,427) (7,557,401) 461,269 331,938 23,551 (23,551) ‑ 26,245 (26,245) ‑ 3,955,490 4,306,943 (3,563,079) (4,180,466) 392,411 126,477 826,911 646,962 (585,429) (645,586) 241,482 1,376 1,205,945 983,701 (940,851) (983,701) 265,094 ‑ 60,682 (15,591) 45,091 13,630 (13,630) ‑ 7,000,000 7,000,000 (7,000,000) (7,000,000) ‑ ‑ 1,405,347 459,791 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 9. Property, Plant and Equipment (cont) Cost Plant and equipment Balance at beginning of year Additions Transfers Disposals Net foreign currency exchange differences Balance at end of year Leased assets Balance at beginning of year Net foreign currency exchange differences Balance at end of year Office equipment Balance at beginning of year Additions Disposals Net foreign currency exchange differences Balance at end of year Consolidated 31 December 2017 $ 31 December 2016 $ 7,889,339 7,095,548 240,957 ‑ (3,750) (476,850) 293,466 3,746 (10,793) 507,372 7,649,696 7,889,339 26,245 (2,694) 23,551 18,919 7,326 26,245 4,306,943 4,219,365 338,623 109,511 ‑ (981,673) (690,076) 959,740 3,955,490 4,306,943 41 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 9. Property, Plant and Equipment (cont) Furniture, fixtures and fittings Balance at beginning of year Additions Disposals Net foreign currency exchange differences Balance at end of year Leasehold improvements Balance at beginning of year Additions Net foreign currency exchange differences Balance at end of year Motor vehicle Balance at beginning of year Additions Transfers Balance at end of year Satellite Balance at beginning of year Balance at end of year Consolidated 31 December 2017 $ 31 December 2016 $ 646,962 242,131 ‑ (62,182) 826,911 983,701 272,185 (49,941) 1,205,945 13,630 47,052 ‑ 60,682 454,123 ‑ 23,734 169,105 646,962 847,887 ‑ 135,814 983,701 ‑ ‑ 13,630 13,630 7,000,000 7,000,000 7,000,000 7,000,000 42 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 9. Property, Plant and Equipment (cont) Accumulated Depreciation/Amortisation/ Impairment Plant and equipment Balance at beginning of year Depreciation Disposals Transfers Net foreign currency exchange differences Balance at end of year Leased plant and equipment Balance at beginning of year Net foreign currency exchange differences Balance at end of year Office equipment Balance at beginning of year Depreciation Disposals Net foreign currency exchange differences Balance at end of year Consolidated 31 December 2017 $ 31 December 2016 $ (7,557,401) (7,050,572) (109,617) 1,743 ‑ (6,504) 10,793 (3,746) 476,848 (507,372) (7,188,427) (7,557,401) (26,245) 2,694 (23,551) (18,919) (7,326) (26,245) (4,180,466) (4,113,435) (72,631) ‑ (88,779) 981,564 690,018 (959,816) (3,563,079) (4,180,466) 43 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 9. Property, Plant and Equipment (cont) Furniture, fixtures and fittings Balance at beginning of year Depreciation Disposals Net foreign currency exchange differences Balance at end of year Leasehold improvements Balance at beginning of year Depreciation Net foreign currency exchange differences Balance at end of year Motor vehicle Balance at beginning of year Depreciation Transfers Balance at end of year Satellite Balance at beginning of year Balance at end of year Consolidated 31 December 2017 $ 31 December 2016 $ (645,586) (449,171) (2,025) ‑ 62,182 (585,429) (3,576) (23,734) (169,105) (645,586) (983,701) (847,887) (7,091) 49,941 (940,851) ‑ (135,814) (983,701) (13,630) (1,961) ‑ (15,591) ‑ ‑ (13,630) (13,630) (7,000,000) (7,000,000) (7,000,000) (7,000,000) Aggregate depreciation, impairment and amortisation allocated during the period is recognised as an expense and disclosed in Note 2 to the financial statements. Impairment of property, plant and equipment The consolidated entity has assessed the carrying amount of plant and equipment and determined an impairment (reversal) charge for the year of Nil (2016: Nil). The basis to assess for any potential impairment was fair value less cost for disposal and fair value determined by reference to an active market for second hand manufacturing equipment. 44 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017 notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 10. Current Trade and Other Payables Trade payables Accruals Unearned revenue Consolidated 31 December 2017 $ 31 December 2016 $ 5,905,060 1,572,571 773,735 413,063 11,346,649 3,564,309 Amounts due to customers under construction contracts (Note 27) 58,914 1,626,626 18,084,358 7,176,569 The average credit period on purchases of goods is 30 days and no interest is payable on goods purchased within agreed credit terms. The consolidated entity has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. 11. Provisions Current Employee benefits (Note 13) Provision for straight lining of rent Decommissioning costs Warranty (Note 12) Non‑current Employee Benefits (Note 13) Make good of premises Warranty (Note 12) 3,594,345 3,182,010 7,225 250,000 ‑ 250,000 1,239,990 2,121,545 5,091,560 5,553,555 457,311 80,000 321,765 859,076 301,419 ‑ ‑ 301,419 45 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 11. Provisions (cont) Movement in contract loss provision Balance at 1 January (Decrease)/ Increases resulting from re‑measurement Balance as at 31 December Consolidated 31 December 2017 $ 31 December 2016 $ ‑ ‑ ‑ 603,416 (603,416) ‑ The provision for contract losses is based on assessment by management of the additional costs to complete existing contracts not recoverable from the customer. Movement on decommissioning costs Balance at 1 January Balance as at 31 December 250,000 250,000 250,000 250,000 The provision for decommissioning costs relate to an obligation to dismantle and refurbish a telescope at a future date. Movement in straight lining of rental Balance at 1 January Increase during the period from new lease Balance as at 31 December Movement in make good of premises Balance at 1 January Increase during the period from new lease Balance as at 31 December 12. Warranty Provisions Movement in warranty provision Balance at 1 January Reductions resulting from re‑measurement Additional provisions recognised Balance as at 31 December Current (Note 11) Non‑Current (Note 11) ‑ 7,225 7,225 ‑ 80,000 80,000 ‑ ‑ ‑ ‑ ‑ ‑ 2,121,545 2,931,530 (1,402,265) (2,056,864) 842,475 1,246,879 1,561,755 2,121,545 1,239,990 2,121,545 321,765 ‑ The provision for warranty claims represents the present value of the directors’ best estimate of the future sacrifice of economic benefits that will be required under the consolidated entity’s warranty program for military products and telescopes. The estimate has been made on the basis of historical industry accepted warranty trends and may vary as a result of new materials, altered manufacturing processes or other events affecting product quality. 46 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 13. Employee Benefits The aggregate employee benefits liability recognised in the financial statements is as follows: Provision for employee entitlements Current (Note 11) Non‑Current (Note 11) 14. Issued Capital Consolidated 31 December 2017 $ 31 December 2016 $ 3,594,345 3,182,010 457,311 301,419 Balance at the beginning of the financial year ‑ Ordinary shares 75,383,567 75,383,567 Issue of 3,863,638 new shares at $2.20 each on 30 March 2017 at $2.20 each (net of issuance costs) Issue of 9,100,000 new shares at $2.30 each on 22 September 2017 at $2.30 each (net of issuance costs) 8,075,004 19,883,500 ‑ ‑ Balance at the end of the financial year 103,342,071 75,383,567 Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the company does not have a limited amount of authorised capital and issued shares do not have a par value. Fully Paid Ordinary Shares Balance at the beginning of financial year Issue of new shares at $2.20 each on 27 March 2017 Issue of new shares at $2.30 each on 22 September 2017 Balance at end of financial year Number Number 56,845,926 56,845,926 3,863,638 9,100,000 ‑ ‑ 69,809,564 56,845,926 Fully paid ordinary shares carry one vote per share and carry the right to dividends. 47 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 15. Directors and Employee Share Option Plan The consolidated entity has an ownership‑based compensation scheme for employees (including directors) of the company. In accordance with the provisions of the scheme, as approved by shareholders at a previous annual general meeting, employees with more than three months service with the company may be granted options to purchase ordinary shares at exercise prices determined by the directors based on market prices at the time the issue of options were made. Each share option converts to one ordinary share in Electro Optic Systems Holdings Limited. No amounts are paid or payable by the recipient on receipt of the options. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of expiry. The number of options granted is determined by the directors and takes into account the company’s and individual achievements against both qualitative and quantitive criteria. On 28 June 2002, shareholders approved the adoption of an Employee Share Option Plan. (a) Unlisted Options issued under the Employee Share Option Plan 2017 2016 Weighted average exercise price $ Number Balance at the beginning of the financial year (i) 5,715,000 Granted during the year (ii) Exercised during the year (iii) Lapsed during the year (iv) Balance at the end of the financial year (v) Exercisable at end of the year (i) Balance at the beginning of the year ‑ ‑ 95,000 5,620,000 2,810,000 3.00 ‑ 3.00 3.00 3.00 Weighted average exercise price $ ‑ 3.00 ‑ ‑ 3.00 ‑ Number ‑ 5,715,000 ‑ ‑ 5,715,000 ‑ 2017 2016 Number Grant date Expiry date 5,715,000 Various 31/1/19 ‑ ‑ ‑ Exercise Price Fair value at grant date 3.00 ‑ 1,919,058 ‑ Staff and Director options carry no rights to dividends and no voting rights. 48 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 15. Directors and Employee Share Option Plan (cont) (ii) Granted during the year 2017 None 2016 Staff options Director options Director options Number Grant date Expiry date Exercise Price Fair value at grant date ‑ ‑ ‑ ‑ ‑ 2,515,000 3,000,000 5/2/16 5/2/16 200,000 30/5/16 31/1/19 31/1/19 31/1/19 $3.00 $3.00 $3.00 5,715,000 705,458 1,122,000 91,600 1,919,058 Options were priced using the Black Scholes model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effects of non‑transferability, exercise restrictions and behavioural conditions. Expected volatility is based on the historical share price volatility over a two year period. The following inputs were used in the model for the grants made on 5 February 2016: Dividend yield Expected volatility (linearly interpolated) Risk free interest rate Expected life of options Grant date share price Exercise price The following inputs were used in the model for the grant made on 30 May 2016: Dividend yield Expected volatility (linearly interpolated) Risk free interest rate Expected life of options Grant date share price Exercise price (iii) Exercised during the year There were no options exercised during the year. (iv) Lapsed during the year 95,000 Staff options lapsed during the year. ‑ 82.77% 1.745% 1,085 days $1.18 $3.00 ‑ 82.77% 1.745% 975 days $1.40 $3.00 49 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 15. Directors and Employee Share Option Plan (cont) (v) Balance at the end of the financial year 2017 Staff options Director options Director options 2016 Staff options Director options Director options Number Grant date Expiry date Exercise Price Fair value at grant date 2,420,000 3,000,000 5/2/16 5/2/16 200,000 30/5/16 5,620,000 2,515,000 3,000,000 5/2/16 5/2/16 200,000 30/5/16 5,715,000 31/1/19 31/1/19 31/1/19 31/1/19 31/1/19 31/1/19 $3.00 $3.00 $3.00 $3.00 $3.00 $3.00 678,810 1,122,000 91,600 1,892,410 705,458 1,122,000 91,600 1,919,058 Staff and Director options carry no rights to dividends and no voting rights. All options granted to directors and staff vest on the basis of 50% after one year and 50 % after two years from the date of issue. The difference between the total market value of the options issued during the financial year, at the date of issue, and the total amount received from the employees (nil) is recognised in the financial statements over the vesting period as disclosed in Note 16 to the financial statements. 50 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 16. Reserves Foreign currency translation Employee equity‑settled benefits Foreign currency translation Balance at beginning of financial year Translation of foreign operations Balance at end of financial year Consolidated 31 December 2017 $ 31 December 2016 $ (241,137) (604,840) 9,586,065 8,984,721 9,344,928 8,379,881 (604,840) (529,942) 363,703 (74,898) (241,137) (604,840) Exchange differences relating to the translation from US dollars, being the functional currency of the consolidated entity’s foreign controlled entities in the USA, Euros, being the functional currency of the consolidated entity’s foreign controlled entity in Germany and Singaporean dollars, being the functional currency of the consolidated entity’s foreign controlled entity in Singapore, into Australian dollars are brought to account by entries made directly to the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve (in respect to translating the net assets of foreign operations) are reclassified to profit or loss on disposal of the foreign operation. Employee equity‑settled benefits Balance at beginning of financial year Share based payment Balance at end of financial year 8,984,721 7,727,803 601,344 1,256,918 9,586,065 8,984,721 The employee equity‑settled benefits reserve arises on the grant of share options to directors and executives under the Employee Share Option plan. Further information about share‑based payments to employees is made in note 15 to the financial statements. Items included in employee equity‑settled benefits reserve will not be reclassified subsequently to profit or loss. 17. Accumulated Losses Balance at beginning of financial year Net (loss) attributable to members of the parent entity Balance at end of financial year (79,716,449) (78,829,757) (9,399,930) (886,692) (89,116,379) (79,716,449) 51 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 18. Notes to the Cash Flow Statement (a) Reconciliation of Cash and cash equivalents For the purposes of the statement of cash flows, cash includes cash on hand and at call deposits with banks or financial institutions, investments in money market instruments maturing within less than two months and net of bank overdrafts. Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows: Cash and cash equivalents (b) Reconciliation of (loss) for the year to net cash flows from operating activities Consolidated 31 December 2017 $ 31 December 2016 $ 9,989,953 8,874,967 (Loss) for the year (9,399,930) (886,692) Loss on disposal of fixed assets Equity settled share‑based payments Depreciation of fixed assets Foreign exchange movements (Increase)/decrease in assets Current receivables Inventories Other current assets Increase/(decrease) in liabilities Provisions Trade and other payables 2,007 601,344 193,325 116,640 110 1,256,918 98,859 (131,954) (8,466,311) 2,731,212 (10,316,578) 738,904 (9,683,641) 1,000,890 95,662 (1,073,207) 4,693,161 (2,505,828) Deferred income and amounts due to customers under construction contracts 6,214,628 (3,902,699) Net cash (outflows) from operating activities (25,949,693) (2,673,487) 52 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 19. Related Party Disclosures (a) Equity interests in related parties Details of the percentage of ordinary shares held in subsidiaries are disclosed in Note 20. (b) Key management personnel compensation The aggregate compensation of the key management personnel of the consolidated entity is set out below: 31 December 2017 $ 31 December 2016 $ 1,394,589 1,400,809 108,666 462,656 67,973 103,786 955,322 92,180 2,033,884 2,552,097 Short term benefits Post‑employment benefits Share based payments Long term benefits (c) Transactions with other related parties Other related parties includes: ■ the parent entity; ■ entities with significant influence over the consolidated entity; and ■ subsidiaries. (d) Other transactions with key management personnel During the year, the Company paid a total of $66,795 (2016: $66,795) to 4F Investments Pty Limited, a company associated with Mr Fred Bart in respect of directors fees and superannuation for Fred Bart. During the year, the Company paid $41,063 (2016: $41,063) to Dennis Corporate Services Pty Limited, a company associated with Mr Ian Dennis in respect of directors fees and superannuation for Ian Dennis. During the year, the Company paid $41,063 (2016: $41,063) to GCB Stratos Consulting Pty Limited, a company associated with Mr Geoff Brown in respect of directors fees and superannuation for Geoff Brown. During the year, the Company paid $120,000 (2016: $120,000) to Dennis Corporate Services Pty Limited, a company associated with Mr Ian Dennis in respect of consulting fees for company secretarial and accounting services. During the year, the Company paid $22,955 (2016: $22,478) to Audio Pixels Holdings Limited, a company of which Fred Bart and Ian Dennis are directors and shareholders in respect of shared Sydney office facilities. (e) Parent entity The parent entity in the consolidated group is Electro Optic Systems Holdings Limited. 53 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 20. Controlled Entities Name of Entity Parent Entity Country of Incorporation December 2017 % December 2016 % Electro Optic Systems Holdings Limited Australia # Controlled Entities Electro Optic Systems Pty Limited Australia # EOS Defence Systems Pty Limited (formerly Fire Control Systems Pty Limited) FCS Technology Holdings Pty Limited EOS Space Systems Pty Limited EOS UAE Holdings Pty Limited EOS Optronics GmbH EOS Defense Systems Pte Limited EOS USA, Inc. (Inc in Nevada) EOS Technologies, Inc. (Inc in Arizona) EOS Defense Systems, Inc (Inc in Arizona) Australia # Australia # Australia # Australia # Germany Singapore USA USA USA # These companies form part of the Australian consolidated tax entity. 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Deloitte Touche Tohmatsu is the auditor of the Group. EOS Defense Systems Pte Limited is the only entity with a separately appointed statutory auditor. 21. Joint Operations The group is party to a joint operation. The group has a share in the operation based on capital contributions that entitles it to a proportionate share of revenue earnt from the operation. The operation is not yet active. 22. Contingent Liabilities Entities within the consolidated entity are involved in contractual disputes in the normal course of contracting operations. The directors believe that the entities within the consolidated entity can settle any contractual disputes with customers and should any customers commence legal proceedings against the company, the directors believe that any actions can be successfully defended. As at the date of this report no legal proceedings have been commenced against any entity within the group. 54 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 23. Commitments (a) Capital commitments and guarantees An entity within the group has committed to spend up to Nil (2016: $504,840) under an agreement on capital infrastructure. On 14 July 2015, the parent entity provided a guarantee to the Commonwealth of Australia for $2,750,000 in respect of advance payments received of $3,950,000 GST inclusive in relation to a space sector project. Consolidated 31 December 2017 $ 31 December 2016 $ 629,070 946,009 ‑ 244,405 104,242 ‑ 1,575,079 348,647 (b) Operating lease commitments Non‑cancellable operating leases contracted for but not recognised in the financial statements: Payable: not later than one year later than one year and not later than five years later than five years Operating Leases Leasing arrangements Operating leases relate to: Premises at 2500 N. Tucson Boulevard, Suite 100, Tucson Arizona with a lease term which expires on 30 September 2018. There is an option to renew after 30 September 2018 for a further 12 months. There is no option to purchase the property. Premises at 2112 N. Dragoon, Units 6 and 18, Tucson Arizona are subject to an expired lease. The company occupies the property on a month to month basis and there is no make good requirement. Premises in Queanbeyan, Australia for a 5 year period to 31 December 2008 with a 5 year option. The Company has the first right of refusal in respect of the purchase of the property. The Company is on a month to month basis whilst a new lease is negotiated. Premises at 46 Bayldon Road, Queanbeyan with a lease term which expired on 2 August 2016. The company occupies the property on a month to month basis. There is no make good provision or option to purchase the property. Premises at 90 Sheppard Street, Hume, ACT for a period to 31 March 2021. There is no option to purchase this property. There is a make good provision in the lease, however EOS has made significant improvements to the property which will reduce any make good costs. Shared premises in Sydney which are on a month to month arrangement with Audio Pixels Holdings Limited, a company associated with directors Mr Fred Bart and Mr Ian Dennis. The Commonwealth and EOS Space Systems Pty Limited (EOS) have entered into a Services Agreement (executed 10 June 2015) to provide Space Situational Awareness (SSA) Tracking Data to the Commonwealth. In addition to the Services Agreement the Commonwealth and EOS have also entered into a Lease Agreement for Defence property in Learmonth WA on which EOS is permitted to build SSA Tracking Infrastructure in order to deliver SSA Tracking Services. The term of the lease is for ten years from 26 November 2015 at an annual rental of $1 per annum. 55 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 24. Subsequent Events On 30 January 2018, the Company announced that it had been awarded an A$410m contract to supply significant quantities of its new R‑400S‑Mk2 remote weapon systems to an overseas customer. On 6 February 2018, the Company announced a placement of 10,471,434 new ordinary shares at $2.91 to sophisticated and professional investor clients of Petra Capital Pty Limited raising a total of $30.5m. These new shares were allotted on 12 February 2018. These funds will be used for working capital to lodge performance bonds and offset bonds in respect of the new contract announced on 30 January 2018 and optimising the supply chain. Additionally in the same announcement the Company announced a further tranche of the placement of 10,147,123 new ordinary shares at $2.91 to sophisticated and professional investor clients of Petra Capital Pty Limited raising a total of $29.5m. These shares were issued on 16 March 2018 following shareholder approval at an Extraordinary General Meeting held on 13 March 2018 to refresh the 15% placement ability. On 6 February 2018, the Company also announced a Share Placement Plan to all existing shareholders registered on 5 February 2018 at the same price as the institutional placement of $2.91 to raise a maximum of $5m. The Share Placement Plan closed on 14 March 2018 raising $1.4m resulting in the issue of 495,758 new ordinary shares on 21 March 2018. The Directors decided not to place any further shares up to the maximum of $5m. On 6 February 2018, the Company announced a new restructure of the management team with Grant Sanderson appointed as Chief Executive Officer for EOS Defence and Peter Short being made Chief Operating Officer for the Group. Both of these positions report directly to Dr Ben Greene, Group Chief Executive Officer. On 22 February 2018, the Company entered into a lease of premises at 2865 Wall Triana Highway, Huntsville, Alabama for a period of five years from 1 March 2018. The Company has an option to purchase the property for US$6.5m prior to the expiry of the lease on 28 February 2023. Apart from the above, the Directors are not aware of any significant subsequent events since the end of the financial period and up to the date of this report. 25. Financial Risk Management Objectives and Policies The Group’s principal financial instruments comprise receivables, payables, borrowings, finance leases, cash and short term deposits. Due to the small size of the group significant risk management decisions are taken by the board of directors. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The Group does not use derivative financial instruments to hedge these risk exposures. The directors consider that the carrying amount of financial assets and liabilities recognised in these financial statements approximate their fair values. 56 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 25. Financial Risk Management Objectives and Policies (cont) Risk Exposures and Responses (a) Interest rate risk The Group’s exposure to market interest rates relates primarily to the Group’s cash holdings. At balance date, the Group had the following mix of financial assets and liabilities exposed to interest rate risk that are not designated in cash flow hedges: Financial assets Cash and cash equivalents Consolidated 2017 $ 2016 $ 9,989,953 8,874,967 The Group constantly analyses its interest rate exposure. Within this analysis consideration is given to potential renewals of existing positions, alternative financing and the mix of fixed and variable interest rates. At 31 December 2017, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax (loss) and equity would have been affected as follows: Judgements of reasonably possible movements Consolidated +1% (100 basis points) ‑.5% (50 basis points) Post Tax (Loss) Higher/(Lower) Equity Higher/(Lower) 2017 $ 2016 $ 2017 $ 2016 $ 99,900 (49,950) 88,750 (44,375) 99,900 (49,950) 88,750 (44,375) The movements in profits are due to lower interest rates on cash balances. The cash balances were higher in 2017 than in 2016 and accordingly the sensitivity is higher. 57 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 25. Financial Risk Management Objectives and Policies (cont) (b) Foreign currency risk As a result of purchases of inventory denominated in United States Dollars, the Group’s statement of financial position can be affected significantly by movements in the US$/A$ exchange rates. Exchange rates are managed within approved policy parameters using natural hedges and no derivatives are used. The Group also has transactional currency exposures. Such exposures arise from sales or purchases by an operating entity in currencies other than the functional currency. The policy of the Group is to convert surplus foreign currencies to Australian dollars. The group also holds cash deposits in US dollars to secure US dollar bank guarantees to overseas customers. At 31 December 2017, the Group had the following exposure to US$ foreign currency: Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables Net exposure Consolidated 2017 $ 2016 $ 571,773 3,441,828 10,367,157 1,780,300 10,938,930 5,222,128 730,696 1,100,705 10,208,234 4,121,423 All US$ denominated financial instruments were translated to A$ at 31 December 2017 at the exchange rate of 0.7805 (2016: 0.7197). At 31 December 2017, had the Australian Dollar moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows: Judgements of reasonably possible movements Consolidated AUD/USD +10% AUD/USD ‑5% Post Tax Profit Higher/(Lower) Equity Higher/(Lower) 2017 $ 2016 $ 2017 $ 2016 $ (928,021) (374,675) (928,021) (374,675) 537,275 216,917 537,275 216,017 Management believes the balance date risk exposures are representative of risk exposure inherent in financial instruments. As noted, foreign currency transactions entered into during the financial year are managed within approved policy parameters using natural hedges. The director’s do not consider that the net exposure to foreign currency transactions is material after considering the effect of natural hedges. 58 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 25. Financial Risk Management Objectives and Policies (cont) (c) Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties which are continuously monitored. The credit risk on liquid funds is limited because the counterparties are banks with high credit‑ratings assigned by international credit agencies. (d) Liquidity risk management The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. Ultimate responsibility for liquidity risk management rests with the board of directors, who has built an appropriate risk management framework for the management of the Group’s short, medium and long term funding and liquidity requirements. The Group manages liquidity by maintaining adequate cash reserves by continuously monitoring forecast and actual cash flows and managing maturity profiles of financial assets. Significant uncertainties relating to the ability of the company and the consolidated entity to continue as going concerns and pay their debts as and when they fall due are set out in Note 1(a). Liquidity and interest tables The following tables detail the Group’s remaining contractual maturity for its non‑derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. Weighted average effective interest rate % Less than 1 month $ 1‑3 months $ 3 months to 1 year $ 1‑5 years $ Consolidated 2017 Other non‑interest bearing liabilities 2016 Other non‑interest bearing liabilities ‑ ‑ 7,724,391 1,985,634 ‑ ‑ ‑ ‑ ‑ ‑ 59 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 25. Financial Risk Management Objectives and Policies (cont) (d) Liquidity risk management (cont) The following tables detail the Group’s remaining contractual maturity for its non‑derivative financial assets. The tables have been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on these assets except where the Company/Group anticipates that the cash flow will occur in a different period. Weighted average effective interest rate % Less than 1 month $ 1‑3 months $ 3 months to 1 year $ 1‑5 years $ Consolidated 2017 Non‑interest bearing Receivables ‑ ‑ 641,004 12,035,434 Fixed interest rate instruments 1.78 9,345,768 2016 Non‑interest bearing Receivables 22,022,206 ‑ ‑ 3,668,535 2,778,292 Fixed interest rate instruments 1.11 5,194,227 11,641,054 (e) Price risk ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ 17,050 17,050 ‑ ‑ 17,031 17,031 ‑ ‑ ‑ ‑ ‑ ‑ ‑ The Group’s exposure to commodity price risk is minimal. The Group does not make investments in equity securities. 60 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 26. Segment Information AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess performance. The identification of the Group’s reportable segments has not changed from those disclosed in the previous 2016 Annual Report. The Group’s reportable segments are Defence Systems and Space. The consolidated entity operates in Australia, USA, Singapore and Germany in the development, manufacture and sale of telescopes and dome enclosures, laser satellite tracking systems and the manufacture of electro‑optic fire control systems. Product and Services within each Segment Space EOS’s laser‑based space surveillance systems have been demonstrated in customer trials and EOS is now well‑placed to be a major contributor to the next generation of space tracking capability. Future business is dependent on large government contracts being awarded in the space sector. In addition, EOS has substantial space resources in its own right, and may enter the market for space data provision in the future. The space sector also manufactures and sells telescopes and dome enclosures for space projects. Defence Systems EOS develops, manufactures and markets advanced fire control, surveillance, and weapon systems to approved military customers. These products either replace or reduce the role of a human operator for a wide range of existing and future weapon systems in the US, Australasia, Middle East and other markets. 61 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 26. Segment Information (cont) Segment Revenues Space Defence systems Total of all segments Consolidated 31 December 2017 $ 31 December 2016 $ 3,472,975 9,591,762 19,591,931 16,045,499 23,064,906 25,637,261 Unallocated interest received 194,888 159,939 Total Segment Results Space Defence systems 23,259,794 25,797,200 (2,893,122) (2,146,398) (5,701,590) 367,500 Total of all segments (8,594,712) (1,778,898) Unallocated holding company costs (805,218) (1,139,579) (Loss) before income tax expense (9,399,930) (2,918,477) Income tax benefit ‑ 2,031,785 (Loss)/ profit for the year (9,399,930) (886,692) The revenue reported above represents revenue from external customers. There were no intersegment sales during the period. There were no discontinued operations during the period. The consolidated entity has three customers who provided in excess of 10% of consolidated revenue. Three customers are within the Defence segment and provided combined revenue of $18,071,014. 62 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 26. Segment Information (cont) Segment Assets and Liabilities Space Defence systems Assets Liabilities 31 December 2017 $ 31 December 2016 $ 31 December 2017 $ 31 December 2016 $ 552,047 1,327,933 6,189,379 7,541,602 37,063,614 6,875,642 17,845,565 5,489,941 Total all segments 37,615,661 8,203,575 24,034,944 13,031,543 Unallocated cash 9,989,953 8,874,967 ‑ ‑ Consolidated 47,605,614 17,078,542 24,034,944 13,031,543 Assets used jointly by reportable segments are allocated on the basis of the revenue earned by the individual reportable segments. Depreciation, impairment and amortisation of segment assets Acquisition of segment assets 31 December 2017 $ 31 December 2016 $ 31 December 2017 $ 31 December 2016 $ 23,353 136,371 22,537 20,692 41,422 1,099,525 65,491 337,486 Other Segment Information Space Defence systems Total all segments 159,724 43,229 1,140,947 402,977 Unallocated management 33,601 55,630 ‑ ‑ Consolidated 193,325 98,859 1,140,947 402,977 63 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 26. Segment Information (cont) Information on Geographical Segments 31 December 2017 Revenue from External Customers $ 23,258,706 ‑ 1,088 23,259,794 Revenue from External Customers $ 25,702,034 93,710 1,456 25,797,200 Geographical Segments Australasia North America Germany Total 31 December 2016 Geographical Segments Australasia North America Germany Total 27. Construction Contracts Segment Assets $ 46,484,717 1,116,897 4,000 47,605,614 Segment Assets $ 16,958,686 113,966 5,890 17,078,542 Acquisition of Segment Assets $ 1,140,075 ‑ 872 1,140,947 Acquisition of Segment Assets $ 402,977 ‑ ‑ 402,977 Construction work in progress Less Provision for losses Progress billings Recognised and included in the financial statements as amounts due: From customers under construction contracts: Current (note 5) To customers under construction contracts: Current (note 10) 64 Consolidated 31 December 2017 $ 31 December 2016 $ 24,716,854 26,760,211 ‑ ‑ (24,768,155) (27,435,566) (51,301) (675,355) 7,613 951,271 (58,914) (1,626,626) (51,301) (675,355) Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 28. Parent entity disclosure Financial position Assets Current assets Non‑current assets Total assets Liabilities Current liabilities Non‑current liabilities Total liabilities Net assets Equity Issued capital Reserves (Accumulated losses) Total equity Financial performance (Loss) for the period Other comprehensive income 31 December 2017 $ 31 December 2016 $ 7,403,521 4,701,680 ‑ ‑ 7,403,521 4,701,680 70,698 72,925 ‑ ‑ 70,698 72,925 7,332,823 4,628,755 103,342,071 75,383,567 9,141,068 8,984,721 (105,150,316) (79,739,533) 7,332,823 4,628,755 (25,410,783) (801,656) ‑ ‑ (25,410,783) (801,656) 65 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017notes to anD forMing part of tHe financiaL stateMents for tHe year enDeD 31 DeceMber 2017 (cont) 29. Additional Company Information Electro Optic Systems Holdings Limited is a listed public company in Australia, incorporated in Australia. The company and its subsidiaries operate in Australia, North America, Singapore and Germany. Registered Office Principal Place of Business 90 Sheppard Street Hume ACT 2620 Australia Tel: 02 6222 7900 Fax: 02 6299 7687 German Operations Ulrichsberger Str. 17 D‑94469 Deggendorf Germany Tel: +49 991 3719 1883 Fax: +49 991 3719 1884 Suite 3, Level 12 75 Elizabeth Street Sydney NSW 2000 Australia Tel: 02 9233 3915 Fax: 02 9232 3411 USA Operations 2500 N. Tucson Boulevard Suite 114 Tucson, Arizona 85716 USA Tel: +1 (520) 624 6399 Fax: +1 (520) 624 1906 Singapore Operations 4 Shenton Way #28‑01 SGX Centre II Singapore 068807 Tel: +65 6224 0100 Fax: +65 6227 6002 66 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017asX aDDitionaL inforMation Additional information required by the Australian Stock Exchange Listing Rules and not disclosed elsewhere in this report. HOME EXCHANGE The Company’s ordinary shares are quoted on the Australian Stock Exchange Limited under the trading symbol “EOS”. The Home Exchange is Sydney. SUBSTANTIAL SHAREHOLDERS At 21 March 2018 the following substantial shareholders were registered: Fred Bart Group Industry Super Holdings Pty Limited Northrop Grumman Space and Mission Systems Corp. Ordinary Shares 5,314,230 5,355,088 5,000,000 Percentage of total Ordinary shares 5.84% 5.89% 5.50% VOTING RIGHTS At 21 March 2018 there were 2,922 holders of fully paid ordinary shares. Rule 74 of the Company’s Constitution stipulates the voting rights of members as follows: “Subject to any rights or restrictions for the time being attached to any class or classes of shares and to this Constitution: (a) on a show of hands every person present in the capacity of a Member or a proxy, attorney or representative (or in more than one of these capacities) has one vote; and (b) On a poll every person present who is a Member or proxy, attorney or Representative has member present has: (i) For each fully paid share that the person holds or represents ‑ one vote; and (ii) For each share other than a fully paid share that the person holds or represents ‑ that proportion of one vote that the amount paid (not credited) on the shares bears to the total amount paid and payable on the share (excluding amounts credited).” OTHER INFORMATION In accordance with Listing Rule 4.10.19, the Company has used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives. The Company has a sponsored Level 1 American Depositary Receipt (ADR) program on the Over‑The‑Counter (OTC) market in the USA with the ADR ticker symbol of EOPSY. The ration of ADR’s to Ordinary shares is 1:5 and the CUSIP Number is 28520B1070. The local custodian is National Australia Bank Limited and the US Depositary Bank is BNY Mellon. 67 Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017asX aDDitionaL inforMation (cont) DISTRIBUTION OF SHAREHOLDINGS At 21 March 2018 the distribution of shareholdings were: Range 1‑1,000 1,001 ‑ 5,000 5,001 ‑ 10,000 10,001 ‑ 100,000 100,001 and over Ordinary Shareholders Number of Shares 1,242 847 325 412 96 2,922 446,105 2,313,815 2,603,156 12,311,769 73,249,034 90,923,879 There were 560 ordinary shareholders with less than a marketable parcel. There is no current on‑market buy‑back. TWENTY LARGEST ORDINARY SHAREHOLDERS At 21 March 2018 the 20 largest ordinary shareholders held 62.19% of the total issued fully paid quoted ordinary shares of 90,923,879. Shareholder Fully Paid Ordinary Shares Percentage of Total 1. Citicorp Nominees Pty Limited 2. JP Morgan Nominees Australia Limited 3. National Nominees Limited 4. HSBC Custody Nominees (Australia) Limited 5. HSBC Custody Nominees (Australia) Limited ‑ A/C 2 6. N & J Properties Pty Limited 7. Washington H. Soul Pattinson and Company 8. Technology Transformations Pty Limited 9. Emichrome Pty Limited 10. UBS Nominees Pty Ltd 11. Link Traders (Aust) Pty Limited 12. Capitol Enterprises Limited 13. A & D Wire Limited 14. BNP Paribus Noms Pty Ltd15. Technology Investments Pty Limited 16. Emichrome Pty Limited 17. Landed Investments NZ Limited 18. Kam Superannuation Fund Pty Limited 19. 7Sundays Pty Ltd 20. Merrill Lynch (Australia) Nominees Pty Limited 68 7,893,648 7,753,066 5,387,001 4,209,785 4,202,500 4,090,000 3,816,207 2,759,340 2,603,236 2,289,194 1,886,189 1,550,000 1,457,276 1,368,283 1,205,155 1,097,450 1,010,000 693,000 650,000 622,670 8.68% 8.53% 5.93% 4.63% 4.62% 4.50% 4.20% 3.03% 2.86% 2.52% 2.08% 1.70% 1.60% 1.50% 1.33% 1.21% 1.11% 0.76% 0.72% 0.68% 56,544,000 62.19% Electro Optic Systems Holdings Limited and Controlled Entities | ANNUAL REPORT 2017contents review of operations Directors’ report auditors’ report Directors’ Declaration consolidated statement of profi t or Loss and other comprehensive income consolidated statement of financial position consolidated statement of changes in equity consolidated statement of cash flows notes to and forming part of the financial statements asX additional information twenty Largest ordinary shareholders 1 4 15 21 22 23 24 25 26 67 68 corporate Directory Directors Share Registry Mr Fred Bart (Chairman) Dr Ben Greene (Chief Executive Offi cer) Mr Ian Dennis Lt Gen Peter Leahy AC Air Marshall Geoff Brown Company Secretary Mr Ian Dennis Registered Offi ce Suite 3, Level 12 75 Elizabeth Street Sydney NSW 2000 Australia Telephone +61 2 9233 3915 Facsimile +61 2 9232 3411 Web site www.eos‑aus.com Computershare Investor Services Pty Limited Level 3, 60 Carrington Street Sydney NSW 2000 GPO Box 7045 Sydney NSW 1115 Australia Telephone 1300 855 080 or +61 3 9611 5711 outside Australia Facsimile 1300 137 341 Auditors Deloitte Touche Tohmatsu Chartered Accountants 8 Brindabella Circuit Brindabella Business Park Canberra Airport ACT 2609 Australia 4893 Designed and Produced by RDA Creative www.rda.com.au eLectro optic systeMs HoLDings LiMiteD acn 092 708 364 www.eos‑aus.com 2017 annUaL report