ELSIGHT LIMITED
ABN 98 616 435 753
ANNUAL REPORT
31 DECEMBER 2020
CONTENTS
Corporate Directory
Chairman’s Letter
Directors’ Report
Auditor’s Independence Declaration
Financial Report
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Corporate Governance Statement
Additional ASX Information
2
3
4
20
21
25
47
48
52
59
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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CORPORATE DIRECTORY
Directors
Major General (ret) Ami Shafran – Non-Executive Chairman
Mr David Furstenberg – Executive Director
Mr Howard Digby – Non-Executive Director
Mr Peter Marks – Non-Executive Director
Company Secretary
Mr Mark Licciardo
Registered Office
Level 7
330 Collins Street
Melbourne VIC 3000
AUSTRALIA
Ph: +61 3 8689 9997
Email: info@el-sight.com
Web: www.el-sight.com
Auditor
BDO Audit (WA) Pty Ltd
38 Station Street
PO Box 700
Subiaco WA 6008
AUSTRALIA
Share Registry
Automic Registry Services
Level 2, 267 St Georges Terrace
Perth WA 6000
AUSTRALIA
Phone: 1300 288 664 (within Australia) +61 2 9698 5414 (outside Australia)
Fax: +61 8 9321 2337
Email: hello@automic.com.au
Web: www.automic.com.au
Securities Exchange Listing
ASX Limited
Level 40, Central Park
152-158 St Georges Terrace
Perth WA 6000
ASX Code – ELS
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
2
CORPORATE DIRECTORY
Dear Shareholder,
It is with a sense of pride and enthusiasm that as Elsight’s Chairman, I wish to report to you on the current status of our
Company and the significant strides we have made in the past 12 months despite adversity and the positive plans awaiting
us, not only during the remainder of 2021 but importantly, in the years ahead.
As we are all well aware, 2020 was a year marked by the worldwide pandemic’s many and varied challenges to all of us.
Despite this position, Elsight, witnessed a solid formative year of growth, maturity and made certain changes and adjustments
to our operations which have helped to secure the Company’s future over the longer term. It was also a year marked by the
change at the helm of the Company. This led to a fundamental reappraisal and change in many aspects of the Company’s
operations, including a shift towards a total focus on “Halo” as the pivotal product focus, and the channeling towards two
principal segments, namely:
O4B – Other 4 billion people, living in areas without satisfactory internet/cellular coverage in the USA as well as elsewhere;
Drones – with a focus on securing a key Type Certificate (TC) with the FAA.
As a consequence of COVID as well as other delays which were experienced by many of our customers, the planned first half
of 2020 revenue growth didn’t materialize quite as we expected. However, given the changes and adjustments that have
been implemented, including the renewed focus on the two key verticals, as well as various cost cutting and related
measures, starting September a material booking performance improvement started to surface. This adds to our confidence
in the validity of the implemented changes. We therefore believe that the Company is better positioned today and stronger
than ever before.
As part of this transition and aim to ensure we had the necessary resources to implement our plans, the Company undertook
and completed a successful capital raising program in late 2020. This has enabled us to pursue a variety of opportunities, at
a time when other companies have been struggling to survive. An example of this was, despite two major fires at large chip
plants in Japan (at the end of October 2020 and a further one in mid March 2021) and which resulted in a global supply
shortage throughout the electronics and auto industries, the fact that we were financially secure enabled us to continue to
supply products on time.
As part of its COVID practices, the Company went through a significant protection strategy that included working in groups,
alternating between working from home and the office as well as undertaking the vaccination program.
As part of its longer term strategy, Elsight has taken a number of important steps designed to accelerate its discussions with
substantially larger and more financially secure North America distribution companies. This is essential as we need to be
ahead of the curve and continue with the rapid expansion of our distribution channels within the lucrative North American
market. We expect to be able to provide all Shareholders with further updates in relation to these important strategic
developments over the coming months.
Finally, I would like to thank all our Shareholders for their ongoing interest and support for the Company. The past 12 months
has certainly thrown up many challenges as well as opportunities where we can capitalise in the months ahead. With the
additional financing secured and a strong financial position, we intend to take advantage of all the opportunities that are
now before us and look forward to providing you with further information when it comes to hand.
Sincerely,
Maj. Gen. (res) Ami Shafran
Chairman
30th March, 2021.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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CORPORATE DIRECTORY
Your Directors present their report, together with the financial statements of Elsight Limited (“the Company”) and
controlled entities (“the Group”) for the financial year ended 31 December 2020.
Directors
The names and the particulars of the Directors of the Company during or since the end of the financial year are:
Name
Status
Major General (ret) Ami Shafran
Non-Executive Chairman
Mr David Furstenberg
Executive Director
Appointed
2 June 2017
2 June 2017
Non-Executive Director
13 December 2016
Non-Executive Director
9 January 2020
Managing Director
2 June 2017
31 October 2020
Non-Executive Director
1 August 2018
7 January 2020
Resigned
-
-
-
-
Mr Howard Digby
Mr Peter Marks
Mr Nir Gabay
Mr Raj Logaraj
Principal Activities
The principal activities of the Group during the year were the development and commercialisation of Halo.
Dividends
There were no dividends paid or recommended during the financial year ended 31 December 2020 (2019: Nil).
Review of operations
Unless otherwise stated all figures in this report are in the Company’s presentation currency US$.
Elsight Limited incurred a loss for the year of $3,880,688 (2019: loss of $3,192,433). The 2020 loss included selling, general
and administrative expenses of $3,949,805.
The net assets of the Group have increased by $7,017,567, from net assets of $1,415,262 at 31 December 2019 to net assets
of $8,432,829 at 31 December 2020.
As at 31 December 2020, the Group’s cash and cash equivalents increased from a balance of $933,517 at 31 December 2019
to a balance of $7,924,309 at 31 December 2020. As at 31 December 2020 the Group has working capital of $8,132,701
(2019: $936,808).
Significant changes in the state of affairs
There were no significant changes to the Company or the state of its affairs during the year.
Highlights during the year
The following significant Group matters occurred during 2020:
In early January 2020, the Board announced the resignation of Raj Logaraj and the appointment of Peter Marks as a Non-
Executive Director of the Company.
Later in January the Group completed a private placement of 9,000,000 fully paid ordinary shares at A$0.32 per share to raise
a total of approximately A$2,880,000 (US$2,000,000).
The COVID-19 outbreak struck in February 2020, creating dramatic changes and challenges. This potentially negative impact
was turned into an opportunity with minimal material impact on bookings and revenue, despite lockdown and the need of
many to work from home during a critical time for the Company.
A key priority was finalising the development of the flagship Halo product and commencing sales activities while the
Company’s salesforce was grounded and unable to meet with customers during the most critical product launch period.
Notwithstanding this, significant progress was made with the initial launch and commercialisation of the product.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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CORPORATE DIRECTORY
Key actions and changes during the year included:
1. The transition from project to solution-based approach to better realise value from development efforts in chosen
segments.
2. Total focus on completion and launch of Halo during H2.
3. Narrowing of our focus on 3 market segments: bridging the digital divide to the “Other 4 Billion” (O4B) rural
customers with no workable connectivity; Drones; and Medical First Responders.
After previously announcing details of its strategic work with Airobotics in the drone space (December 19, 2019), in March
2020, the Group announced the broadening of a partnership with CopterPIX PRO. CopterPIX PRO, is a leading drone company
focussing on advanced solutions using autonomous drones. Following one month of successful POC test flights using HALO,
CopterPIX PRO elected to expand the Halo POC and purchase an additional 6 Halo units for integration within their drone
platform.
In May and June 2020, the Group issued a total of 1,774,000 fully paid ordinary shares on the conversion of options, raising
a total of approximately A$532,000 (US$350,000).
July 2020 saw the Group enter a strategic partnership with Kinetx Prime to deliver direct-to-consumer telehealth services in
the US with its flagship Halo product. The Group received an initial order of US$1,600,000 with the prospect of additional
repeat orders over the course of the next 36 months.
Full FCC certification was also received in July.
Following completion of Halo’s integration into a backpack version of Alrena’s “Smartmedicase” branded as “Smartmedibag”
in August 2020, the Group received an initial order worth approximately US$300,000. Alrena’s “Smartmedibag” solution
enables independent nurses in remote and rural areas to provide lifesaving treatment via telemedicine. This has been
adopted by the French Ministry of Health.
In October 2020, the Group obtained the necessary CE certification for Halo which enabled it to ship all Halo units to fulfil
the Alrena Technologies order. The Group received a repeat order of US$133,000 from a leading cash-in-transit and security
company, bringing their total orders to date to approx. US$190,000.
In November 2020, the Group received approximately A$376,000 (US$273,000) on the exercise of 1,880,000 options by Mr
Nir Gabay. This followed Mr Gabay’s resignation as a Managing Director and the appointment of Mr Yoav Amitai as the new
CEO.
In December 2020, the Group completed a renounceable rights issue to raise $A8,200,000 and a follow-on placement of
A$2,800,000, raising a total of A$11,000,000 (US$8,300,000) before costs. The Group issued a total of 24,444,983 new fully
paid ordinary shares and 23,222,653 new listed options exercisable at A$0.90 on or before 31 March 2023 in relation to the
rights issue and placement.
At the end of 2020 and as at the reporting date, the impact of the Coronavirus (COVID-19) pandemic is ongoing and while it
has not significantly impacted the entity up to 31 December 2020, it is not possible to accurately predict the potential impact,
positive or negative, the pandemic may have during the current year. The situation continues to develop and is dependent
on measures imposed by the Israeli Government as well as other countries, such as maintaining social distancing
requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
Significant events after the reporting period
Since the reporting date the following significant events have occurred:
•
On 2 March 2021 the Group announced a strategic partnership with JS Group to amplify expansion efforts in the
North American broadband market.
On 16 March 2021 the Group announced finalisation of FAA certifications will be delayed pending the release of the
final ruling covering ‘Operation of Small Unmanned Aircraft Systems Over People’ on 21 April 2021.
•
Other than what has already been stated within this report, there have been no other matters or circumstances that have
arisen since the end of the period which significantly affected or may significantly affect the operations of the Group, the
results of those operations, or the state of the Group in subsequent financial periods.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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CORPORATE DIRECTORY
Information on Directors
Major General (ret) Ami
Shafran
Non-Executive Chairman (Appointed 2 June 2017)
Qualifications
-
Experience
Interest in Shares and
Options at the date of this
report
Special Responsibilities
Directorships held in other
listed entities (last 3 years)
Major General Shafran is the former Head of the Israeli Defence Force Information and
Communications Technology Command. In addition, he is currently the Head of the Center
for Cyber Technology at Ariel University in Israel.
Over the course of his extensive career Major General Shafran held numerous prestigious
and prominent positions in the Defence and Intelligence forces of the Israeli Defence Force,
including serving as its Chief Scientist, service as Chief of Staff of the Ministry of Defence, and
the Research and Development Attaché at the Israeli Embassy in Washington DC.
100,000 options expiring 9 October 2022 exercisable at A$0.60
Nil
Nil
Mr David Furstenberg
Executive Director (Appointed 2 June 2017)
Qualifications
-
Experience
Interest in Shares and
Options at the date of this
report
David has held various senior CEO, Chairman, Board member and VP Global sales positions
in a number of publicly traded and privately owned companies, including Comverse
(NASDAQ: CNSI) and Audiocodes (NASDAQ: AUDC), Enure, and Vista (a subsidiary of Israel
Aerospace Industries).
Most recently David was the active Chairman at NovelSat and the CEO at InsurBit, as well as
a director of White Cyber Knight Ltd and Insurix Inc., all companies involved in cyber and
security businesses in some form.
David has built a speciality in assisting with the turnaround of high-tech companies through
product and market repositioning (as opposed to reduction in force). He became an
Executive Director of the Company from 1 November 2020.
250,000 options expiring 9 October 2022 exercisable at A$0.60
Special Responsibilities
Nil
Directorships held in other
listed entities (last 3 years)
Nil
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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CORPORATE DIRECTORY
Information on Directors
Mr Howard Digby
Non-Executive Director (Appointed 13 December 2016)
Qualifications
Bachelor of Engineering (Mechanical) (Honours)
Experience
Interest in Shares and
Options
Howard began his career at IBM and has spent 25 years managing technology related
businesses in the Asia Pacific region, of which 12 years were spent in Hong Kong. More
recently, he was with The Economist Group as Regional Managing Director. Prior to this, he
held senior regional management roles at Adobe and Gartner. Upon returning to Perth,
Howard served as Executive Editor of WA Business News and now spends his time as an
advisor and investor, having played key roles in several M&A and reverse takeover
transactions.
2,052,004 Ordinary shares and 128,085 Options expiring 31 March 2023 exercisable at $0.90
Special Responsibilities
Nil
Directorships held in other
listed entities (last 3 years)
4DS Memory Limited (current)
Vortiv Limited (current)
Cirralto Limited (current)
Singular Healthcare Limited (current)
IMEXHS Limited (resigned 30 April 2020)
Mr Peter Marks
Non-Executive Director (Appointed 9 January 2020)
Qualifications
MBA, Bachelor of Economics, Bachelor of Law, and Grad Dip in Commercial Law
Experience
Peter has over 35 years’ experience in corporate advisory and investment banking. Over the
course of his long career, he has specialized in capital raising IPOs, cross border, M&A
transactions, corporate underwriting and venture capital transactions for companies in
Australia, the US and Israel. He has been involved in a broad range of transactions with a
special focus in the life sciences, biotechnology, medical technology and high tech segments.
Peter has served as both an Executive and Non-Executive Director of a number of different
entities which have been listed on the ASX, NASDAQ, and AIM markets.
Interest in Shares and
Options
Nil
Special Responsibilities
Nil
Directorship held in other
listed entities (last 3 years)
Alterity Therapeutics Limited (current)
Noxopharm Limited (current)
Nyrada Inc (current)
Fluence Corporation Limited (resigned 31 March 2020)
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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CORPORATE DIRECTORY
Information on Directors
Mr Nir Gabay
Managing Director (Appointed 2 June 2017, Resigned 31 October 2020)
Qualifications
Experience
-
Nir is one of the founders of El-Sight Israel.
Commencing his career in the Israeli military, he has more than 20 years’ experience in
communications, security and surveillance including a mobile cellular provider, local
municipality, and high tech companies. Nir was previously a member of an Israeli Special
Forces unit.
During the past ten years Nir has been involved in a number of technological and business
achievements. Among them is the establishment of El-Sight Israel, which was founded based
on his communications and security experiences.
Interest in Shares and
Options at the date of
resignation
19,534,474 Ordinary shares, 29,595,000 Performance Options expiring 2 June 2022
exercisable at A$0.20, 110,000 options expiring 9 October 2022 exercisable at A$0.60 and
100,000 options expiring 23 April 2025 exercisable at A$0.28
Special Responsibilities
Directorships held in other
listed entities (last 3 years)
Nil
Nil
Mr Raj Logaraj
Non-Executive Director (Appointed 1 August 2018, Resigned 7 January 2020)
Qualifications
LLB, LL M
Experience
Mr Logaraj’s career spans law and investment banking. He has served on the Boards of public
companies listed on the Australian Securities Exchange (ASX), Singapore Stock Exchange
(SGX) and the Malaysian Stock Exchange (Bursa Malaysia), dealing with a diverse range of
businesses including Agribusiness, FMCG, Uranium Mining, Medical Devices, Financial
Services and on University Committees and Government Councils in Australia and overseas.
He practiced Law as a Partner of a major law firm in Singapore following graduation with a
LLB (Hons) degree from the National University of Singapore where he also taught
Commercial Law part-time. He subsequently obtained a LL M degree from Sydney University
majoring in International Tax and Public Company Finance and practiced law as an
International Partner of Baker & McKenzie in Australia responsible for the development of its
business in the ASEAN region, as Head of the Corporate and Commercial Group of the
Australian offices and as Chair of its Business Development Committee before joining
Turnbull & Partners (now Goldman Sachs Australia) as Executive Director. He then worked
for Temasek Holdings in Singapore as a Board Director, President of the Financial Solutions
Group of its stockbroking unit and Chair of the Risk and Management Committee.
Interest in Shares and
Options at the date of
resignation
50,000 Ordinary shares
Special Responsibilities
Nil
Directorship held in other
listed entities (last 3 years)
Nil
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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CORPORATE DIRECTORY
Information on Key Management
Mr Yoav Amitai
Chief Executive Officer
Qualifications
Experience
Mr Roee Kashi
Qualifications
Experience
BSc Mechanical Engineering
Yoav has been with Elsight for four years. Prior to becoming the Company’s Chief Executive
Officer, most recently as Chief Operating Officer and as Chief Innovation & Product Officer
before that. With a degree in Mechanical Engineering from the Ben-Gurion University of the
Negev and a rich resume that includes serving as General Manager of Agor Engineering, Yoav
brings extensive managerial, business strategy, and technical experience to the Elsight table.
Yoav played a major part in initiating and executing Elsight’s strategic transition from project-
based to product-oriented company, leveraging its advanced technology and shaping its
technological and business vision. Yoav is well-versed in product design, manufacturing, and
"creative engineering" solutions and is a perfect fit to lead Elsight’s team.
Vice President – Research and Development
-
Roee commenced his career in the Israeli Defence Force and has over nine years of experience
and expertise in building and developing digital video systems.
Roee has been responsible for some major technological achievements including the
development of the core software of El-Sight Israel’s digital video recorder that is responsible
for video encoding and transmission, user interface design and construction of the system,
handheld software development (Pocket PC, Smartphone), moving cameras, smart searches,
and send notification email recordings to name a few.
Information on Company Secretary
Mr Mark Licciardo
Company Secretary
Qualifications
Experience
B.Bus (Acc), GradDip CSP, FGIA, FCIS, FAICD
Mr Licciardo is the founder and Managing Director of Mertons Corporate Services. Mark has
extensive experience working with Boards of ASX listed companies in the areas of corporate
governance, accounting & finance and company secretarial practice. His expertise is in
developing and guiding effective governance and he is considered a leader in this sector. Mark
is a director of various public and private companies, a former Chairman of the Governance
Institute of Australia Victorian division, Academy of Design (LCI Melbourne) and Melbourne
Fringe Festival and a former company secretary of ASX listed companies Transurban Group
and Australian Foundation Investment Company.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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CORPORATE DIRECTORY
Meetings of Directors
The number of formal meetings of Directors held during the period and the number of meetings attended by each director
was as follows:
Ami Shafran
Appointed 2 June 2017
David Furstenberg
Appointed 2 June 2017
Howard Digby
Peter Marks
Nir Gabay
Raj Logaraj
Options
Appointed 13 December 2016
Appointed 9 January 2020
Appointed 2 June 2017, Resigned 31 October 2020
Appointed 1 August 2018, Resigned 7 January 2020
DIRECTORS’ MEETINGS
Number eligible
to attend
11
Number
Attended
10
11
11
10
10
-
11
11
9
5
-
Unissued shares under option
At the date of this report, the unissued ordinary shares of Elsight Limited under option are as follows:
Expiry Date
Issue Date
18 June 2021
19 June 2018
2 June 2022
2 June 2022
2 June 2017
2 June 2017
9 October 2022
29 December 2017
9 October 2022
2 October 2018
14 November 2022
9 January 2018
4 March 2023
7 May 2018
31 March 2023
15 December 2020
31 July 2023
31 July 2023
2 October 2018
2 October 2018
1 December 2023
1 December 2018
23 June 2024
12 August 2019
23 April 2025
29 June 2020 and 4 August 2020
15 May 2025
29 June 2020
12 June 2025
29 June 2020
27 July 2025
23 September 2020
12 October 2025
12 November 2020
1 February 2026
2 February 2021
9 March 2026
10 March 2021
Status
Listed
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
Listed
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
Exercise Price
Number Under Option
A$1.00
A$0.20
A$0.20
A$0.60
A$.060
$A1.08
A$0.745
A$0.90
A$0.675
A$0.60
A$0.60
A$0.35
A$0.28
A$0.34
A$0.32
A$0.30
A$0.54
A$0.43
A$0.52
6,878,983
8,120,000
8,608,000
125,000
460,000
25,000
12,000
23,222,653
117,000
200,000
50,000
145,000
1,750,000
150,000
100,000
75,000
100,000
210,000
180,000
50,528,636
No option holder has any right under the options to participate in any other share issue of the Company or of any other entity.
During the year ended 31 December 2020 1,774,000 options exercisable at $A0.30 on or before 2 June 2020 and 1,880,000
options exercisable at A$0.20 on or before 2 June 2022 were exercised and converted to ordinary Shares (2019: 354,000
options exercisable at $A0.30 on or before 2 June 2020 exercised and converted to ordinary Shares).
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
10
CORPORATE DIRECTORY
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings.
The Company was not a party to any such proceedings during the year.
Indemnifying Officers
The Company indemnifies each of its Directors, officers and company secretary. The Company indemnifies each director or
officer to the maximum extent permitted by the Corporations Act 2001 from liability to third parties, except where the liability
arises out of conduct involving lack of good faith, and in defending legal and administrative proceedings and applications for
such proceedings.
The Company must use its best endeavours to insure a director or officer against any liability, which does not arise out of
conduct constituting a wilful breach of duty or a contravention of the Corporations Act 2001. The Company must also use its
best endeavours to insure a Director or officer against liability for costs and expenses incurred in defending proceedings
whether civil or criminal.
Insurance Premiums
During the year the Company paid insurance premiums to insure directors and officers against certain liabilities arising out of
their conduct while acting as an officer of the Group. Under the terms and conditions of the insurance contract, the nature
of the liabilities insured against and the premium paid cannot be disclosed.
Environmental Regulations
In the normal course of business, there are no environmental regulations or requirements that the Company is subject to.
Likely Developments and Expected Results of Operations
The Company’s principal continuing activity is the development and commercialisation of multichannel high-band-width-
mobile-secured-datalink technology. The Company’s future developments, prospects and business strategies are to continue
to develop and commercialise this technology.
Indemnification of Auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, BDO Audit (WA) Pty Ltd, as part of the
terms of its audit engagement agreement against claims by third parties arising from their report on the financial report.
Non-audit Services
During the year, BDO Audit (WA) Pty Ltd, the Company’s auditor provided no non-audit services. Details of their remuneration
can be found within the financial statements at Note 6 Auditor’s Remuneration.
In the event that non-audit services are provided by BDO (WA) Pty Ltd, the Board has established certain procedures to ensure
that the provision of non-audit services are compatible with, and do not compromise, the auditor independence
requirements of the Corporations Act 2001. These procedures include:
•
non-audit services will be subject to the corporate governance procedures adopted by the Company and will be
reviewed by the Board to ensure they do not impact the integrity and objectivity of the auditor; and
•
ensuring non-audit services do not involve reviewing or auditing the auditor’s own work, acting in a management or
decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 31 December 2020 has been received and can be found on page
20 of the financial report.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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DIRECTORS’ REPORT
Remuneration Report (Audited)
This remuneration report for the year ended 31 December 2020 outlines the remuneration arrangements of the Group in
accordance with the requirements of the Corporations Act 2001 (Cth), as amended (Act) and its regulations. This information
has been audited as required by section 308(3C) of the Act.
The remuneration report is presented under the following sections:
Introduction
1.
2. Remuneration governance
3. Executive remuneration arrangements
4. Non-executive Director fee arrangements
5. Details of remuneration
6. Additional disclosures relating to equity instruments
Loans to key management personnel (KMP) and their related parties
7.
8. Other transactions and balances with KMP and their related parties
9. Voting of shareholders at last year’s annual general meeting
Introduction
1.
Key Management Personnel (KMP) have authority and responsibility for planning, directing and controlling the major
activities of the Group. KMP comprise the directors of the Company and identified key management personnel.
Compensation levels for KMP are competitively set to attract and retain appropriately qualified and experienced directors
and executives. The Board may seek independent advice on the appropriateness of compensation packages, given trends in
comparable companies both locally and internationally and the objectives of the Group’s compensation strategy.
Key management personnel covered in this report are as follows:
Name
Status
Major General (ret) Ami Shafran
Non-Executive Chairman
Mr David Furstenberg
Mr Howard Digby
Mr Peter Marks
Mr Nir Gabay
Mr Raj Logaraj
Mr Yoav Amitai
Mr Roee Kashi
Appointed
2 June 2017
2 June 2017
Executive Director
Non-Executive Director
13 December 2016
Non-Executive Director
9 January 2020
Resigned
-
-
-
-
Managing Director
2 June 2017
31 October 2020
Non-Executive Director
1 August 2018
7 January 2020
Chief Executive Officer
1 November 2020
Vice President – Research
and Development
2 June 2017
-
-
2. Remuneration governance
The Directors believe the Company is not currently of a size nor are its affairs of such complexity as to warrant the
establishment of a separate remuneration committee. Accordingly, all matters are considered by the full Board of Directors,
in accordance with a remuneration committee charter.
During the financial year, the Company did not engage any remuneration consultants.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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DIRECTORS’ REPORT
3. Executive remuneration arrangements
The compensation structures are designed to attract suitably qualified candidates, reward the achievement of strategic
objectives, and achieve the broader outcome of creation of value for shareholders. Compensation packages may include a
mix of fixed compensation, equity-based compensation, as well as employer contributions to superannuation funds. Shares
and options may only be issued subject to approval by shareholders in a general meeting.
At the date of this report the Company has two appointed executives, Mr Yoav Amitai as Chief Executive Officer and Mr Roee
Kashi as Vice President – Research and Development. The terms of their Executive Employment Agreements with Elsight
Limited are summarised in the following table.
Executive Name
Mr Yoav Amitai
Services Agreement Summary
•
Executive salary of ILS 600,000 per annum (based on the exchange rate at the date of this
report, equals approximately US$180,451 per annum).
Mr Roee Kashi
•
•
•
•
•
Reimbursement of reasonable business expenses incurred in the ordinary course of the
business in accordance with the Group’s reimbursement policies.
The agreement commenced on 1 November 2020 and may be terminated by either party
on 104 days’ notice. It may be terminated immediately with justifiable cause.
Executive salary of ILS 660,000 per annum (based on the exchange rate at the date of this
report, equals approximately US$198,496 per annum).
Reimbursement of reasonable business expenses incurred in the ordinary course of the
business in accordance with the Group’s reimbursement policies.
The agreement commenced on 6 April 2017 and may be terminated by either party on
180 days’ notice. It may be terminated immediately with justifiable cause.
As the Group is in the early stages of operations the Board does not consider the Group’s earnings or earnings related
measures to be an appropriate key performance indicator (KPI). In considering the relationship between the Group’s
remuneration policy and the consequences for the Company’s shareholder wealth, changes in share price are analysed as
well as measures such as successful completion of business development and corporate activities.
Performance Conditions Linked to Remuneration
The Group has established and maintains Employee Limited Employee Share Option Plan (Plan) to provide ongoing incentives
to Eligible Participants of the Company. Eligible Participants include:
•
•
•
•
a Director (whether executive or non-executive) of any Group Company;
a full or part time employee of any Group Company;
a casual employee or contractor of a Group Company; or
a prospective participant, being a person to whom the offer was made but who can only accept the Offer if arrangement
has been entered into that will resulting in the person becoming an Eligible Participant.
The Board adopted the Plan to allow Eligible Participants to be granted Options to acquire shares in the Company.
The purpose of the Plan is to assist in the reward and motivation of Eligible Participants and link the reward of Eligible
Participants to performance and the creation of shareholder value. It is designed to align the interest of Eligible Participants
more closely to the interests of shareholders by providing an opportunity for Eligible Participants to receive shares. It provides
the Eligible Participants with the opportunity to share in any future growth in value of the Company and provides greater
incentives for Eligible Participants to focus on the Company’s longer term goals. There were 200,000 Options issued to key
management personnel or their related parties under the Plan during the 2020 financial year (2019: Nil).
The table below shows the performance of the Group over the last 5 reporting periods:
Financial Year
(Loss)/income for the year
EPS (cents)
Share price
31 Dec 20
31 Dec 19
31 Dec 18
31 Dec 17
31 Dec 16(i)
(3,880,688)
(3.62)
$A0.425
(3,192,433)
(3.33)
A$0.39
(4,206,972)
(4.51)
A$0.70
(3,119,570)
(3.74)
A$1.47
(i) Prior to establishment of the Group and ASX Listing.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
-
-
-
13
DIRECTORS’ REPORT
4. Non-executive Director fee arrangements
The Board policy is to remunerate Non-executive Directors at a level to comparable companies for time, commitment, and
responsibilities. Non-executive Directors may receive performance related compensation. Directors’ fees cover all main Board
activities and membership of any committee. The Board has no established retirement or redundancy schemes in relation to
Non-executive Directors.
The maximum aggregate amount of fees that can be paid to Non-executive Directors is presently limited to an aggregate of
AU$300,000 (US$231,000) per annum and any change is subject to approval by shareholders at the General Meeting. Fees
for Non-executive Directors are not linked to the performance of the Company. However, to align Directors’ interests with
shareholder interests, the Directors are encouraged to hold shares in the Company.
Total fees for the Non-executive Directors for the financial year were US$142,795 (2019: US$146,020) and cover main Board
activities only. Non-executive Directors may receive additional remuneration for other services provided to the Group.
All non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The
letter summarises the board policies and terms, including remuneration, relevant to the office of director.
5. Details of Remuneration
The Key Management Personnel of Elsight Limited includes the current and former Directors of the Company and Key
Management Personnel of Elsight during the year ended 31 December 2020.
31-Dec-20
Directors:
Ami Shafran
David Furstenberg
Howard Digby
Peter Marks
Nir Gabay
Raj Logaraj
Key management:
Yoav Amitai
Roee Kashi
Total
Short Term
Salary, Fees
&
Commissions
Post-
Employment
Retirement
Benefits
Non-
monetary
benefits
Termination
benefits(i)
Other(ii)
US$
US$
US$
US$
US$
Share-
based
payments
(iii)
US$
Total
Performance
based
remuneration
51,766(iv)
51,766(iv)
31,631
49,352
262,940
863
128,286
176,928
753,532
-
-
-
-
57,590
-
18,765
27,318
103,673
-
-
-
-
13,588
-
12,475
9,886
35,949
-
-
-
-
183,407
-
-
-
-
-
21,145
-
9,409
23,521
-
-
24,664
-
US$
61,175
75,287
31,631
49,352
563,334
863
-
-
13,297
23,371
22,067
77,915
194,890
315,418
183,407
57,813
157,576
1,291,950
15%
31%
-
-
4%
-
11%
25%
12%
(i) On termination Nir Gabay received ILS 631,359 (US$183,407) comprised of 12 months average salary calculated on the
basis of the aggregate salary paid to Mr Gabay over the past three years plus a pension amount calculated as 6.5% of the
average cash salary.
(iI) Israeli social benefits.
(iii) Share-based payment expense is recorded pro-rata over the vesting period. Refer to Section 6 Additional disclosures
relating to equity instruments for further information.
(iv) Fees for Ami Shafran are comprised of Non-executive Director fees of US$34,510 and consulting fees of US$17,256. Fees
for David Furstenberg are comprised of Non-executive Director fees of US$26,440, executive director fees of US$8,070 and
consulting fees of US$17,256. Non-executive directors received consulting fees through 30 June 2020 in recognition of
services provided to the Company over and above the level of service expected from a non-executive director.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
14
DIRECTORS’ REPORT
5. Details of Remuneration (continued)
31-Dec-19
Directors:
Ami Shafran
Nir Gabay
David Furstenberg
Howard Digby
Peter Marks
Raj Logaraj
Mick Keelty
Key management:
Roee Kashi
Total
Short Term
Salary, Fees &
Commissions
Post-Employment
Retirement
Benefits
US$
US$
Non-
monetary
benefits
US$
Other(i)
Share-based
payments(iii)
Total
Performance
based
remuneration
US$
US$
US$
69,533(ii)
252,640
69,533(ii)
34,767
-
41,720
-
186,238
654,431
-
29,992
-
-
-
-
-
28,942
58,934
-
16,357
-
-
-
-
-
-
24,495
-
-
-
-
-
11,011
(388,738)
27,527
-
-
-
-
80,544
(65,254)
97,060
34,767
-
41,720
-
9,255
25,612
23,990
48,485
226,079
474,504
(124,121)
663,341
14%
596%
28%
-
-
-
48%
(19%)
(i) Israeli social benefits.
(ii) Fees for Ami Shafran and David Furstenberg are comprised of Non-executive Director fees of $34,767 and consulting
fees of $34,767.
(iii) Share-based payment expense is recorded pro-rata over the vesting period. Negative amounts arise due to the reversal of
expense recorded in prior financial years. Refer to Section 6 Additional disclosures relating to equity instruments for further
information. Share-based payment amounts included in the 2019 remuneration table are comprised as follows:
31-Dec-19
Ami Shafran
Nir Gabay
David Furstenberg
Roee Kashi
Total
10,000,000
Class A
Performance
Options
US$
10,000,000
Class B
Performance
Options
US$
10,000,000
Class C
Performance
Options
US$
8,608,000
ESOP Options
460,000
ESOP Options
Total
US$
US$
-
-
-
-
-
-
(400,850)
-
(5,485)
(406,335)
-
-
-
-
-
-
-
-
231,564
231,564
11,011
12,112
27,527
-
50,650
US$
11,011
(388,738)
27,527
226,079
(124,121)
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
15
DIRECTORS’ REPORT
6. Additional disclosures relating to equity instruments
KMP Shareholdings
There were no shares issued as remuneration during the 2020 financial year (2019: nil).
Subsequent to his resignation as a director of the Company, 1,880,000 shares were issued to Mr Nir Gabay during the 2020
financial year on the exercise of remuneration options (2019: nil).
The number of ordinary shares in Elsight Limited held by each KMP of the Group during the financial year is as follows:
31-Dec-20
Directors:
Ami Shafran
David Furstenberg
Howard Digby
Peter Marks
Nir Gabay
Raj Logaraj
Key management:
Yoav Amitai
Roee Kashi
Total
Balance at start
of the year
Shares acquired
during the year(i)
Shares sold
during the year(ii)
Balance at Date
of Appointment/
(Resignation)
Balance at
end of the year
-
-
1,795,834
-
26,159,474
50,000
-
2,894,775
30,900,083
-
-
256,170
-
-
-
-
-
-
-
-
-
(6,625,000)
-
-
-
-
-
(19,534,474)
(50,000)
-
-
-
-
256,170
(6,625,000)
(19,584,474)
-
-
2,052,004
-
-
-
-
2,894,775
4,946,779
(i)Participation in December 2020 Rights Issue and Follow on Placement.
(ii)Off-market sales during the year.
Options awarded, vested and lapsed during the year
The tables below disclose the number of share options granted, vested or lapsed during the year.
Share options do not carry any voting or dividend rights, and can only be exercised once the vesting conditions have been
met, until their expiry date.
KMP Options Holdings
The number of options over ordinary shares held by each KMP of the Group (and/or their related party) during the financial
year is as follows:
31-Dec-20
Directors:
Ami Shafran
David Furstenberg
Howard Digby
Peter Marks
Nir Gabay
Raj Logaraj
Key management:
Yoav Amitai
Roee Kashi
Total
Balance at
the start of
the year
Granted as
remuneration
during the
year
Other
options
granted
during the
year(i)
Expired
during the
year
Exercised
during
the year
Cancelled
during the
year
Balance at
the end of
the year
Balance at
Date of
Appointment
/
(Resignation)
100,000
250,000
750,000
-
29,705,000
-
-
9,013,000
39,818,000
-
-
-
-
100,000
-
-
-
100,000
-
-
128,085
-
-
-
-
-
(750,000)
-
-
-
-
-
128,085
-
-
(750,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(29,805,000)
-
100,000
250,000
128,085
-
-
-
-
(270,000)
(270,000)
241,000
-
(29,564,000)
241,000
8,743,000
9,462,085
(i)Participation in December 2020 Rights Issue and Follow on Placement.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
16
DIRECTORS’ REPORT
6. Additional disclosures relating to equity instruments (continued)
Details of vested and unvested options at year end is as follows:
31-Dec-20
Directors:
Ami Shafran
David Furstenberg
Howard Digby
Peter Marks
Nir Gabay
Raj Logaraj
Key management:
Yoav Amitai
Roee Kashi
Total
Vested and
exercisable
Unvested and
un-exercisable
Balance at the
end of the year
50,000
125,000
128,085
-
-
-
27,937
7,667,000
7,998,022
50,000
125,000
-
-
-
-
100,000
250,000
128,085
-
-
-
213,063
1,076,000
1,464,063
241,000
8,743,000
9,462,085
Terms and conditions of the share-based payment arrangements
The terms and conditions of each grant of options affecting remuneration in the current or a future reporting are as follows:
Option class
Number
granted
Grant Date
Expiry
date
Exercise
price
Vesting
and
exercise
date
Value per
option at
grant
date(vii)
Vested
%
Value
Yet to
Vest
Value Yet
to be
Expensed
US$
US$
ESOP Options
8,608,000
2-Jun-17
ESOP Options
26,000
10-Dec-17
ESOP Director
Options
460,000
28-May-18
ESOP Options
15,000
1-Aug-18
ESOP Options
100,000
24-Jun-19
ESOP Options
200,000
10-May-20
ESOP Director
Options
100,000
30-Jul-20
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vi)
2-Jun-22
A$0.20
US$0.104
87.50%
111,640
9-Oct-22
A$0.60
US$0.795
75%
5,165
8,333
567
9-Oct-22
$A0.60
US$0.265
50.00%
60,990
15,562
31-Jul-23
A$0.675
US$0.277
56.25%
1,821
23-Jun-24
$A0.35
US$0.182
23-Apr-25
$A0.28
US$0.220
23-Apr-25
A$0.28
US$0.275
-
-
-
18,219
43,952
27,470
13,155
434
6,698
21,049
(i)50% of the 8,608,000 options vested on 2 June 2019, with an additional 6.25% vesting at the end of each quarter of
continuous service thereafter. A total of 2,152,000 options vested during the year ended 31 December 2020. There are no
performance milestones applicable to the ESOP Options.
(ii)50% of the 26,000 options vested on 10 October 2019, with an additional 6.25% vesting at the end of each quarter of
continuous service thereafter. A total of 6,500 options vested during the year ended 31 December 2020. There are no
performance milestones applicable to the ESOP Options.
(iii)50% of the 460,000 options vested on 2 October 2020, with an additional 6.25% vesting at the end of each quarter of
continuous service thereafter. A total of 230,000 options vested during the year ended 31 December 2020. There are no
performance milestones applicable to the ESOP Options.
(iv)50% of the 15,000 options vested on 1 August 2020, with an additional 6.25% vesting at the end of each quarter of
continuous service thereafter. A total of 8,438 options vested during the year ended 31 December 2020. There are no
performance milestones applicable to the ESOP Options.
(v)50% of the 100,000 options vest on 21 June 2021, with an additional 6.25% vesting at the end of each quarter of
continuous service thereafter. There are no performance milestones applicable to the ESOP Options.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
17
DIRECTORS’ REPORT
6. Additional disclosures relating to equity instruments (continued)
(vi) 50% of the 300,000 options vest on 23 April 2021, with an additional 6.25% at the end of each quarter of continuous
service thereafter. There are no performance milestones applicable to the ESOP Options and ESOP Director Options.
(vii)The value per option at grant date has been determined using a Black Scholes option pricing model. Share-based
payment expense is recorded pro-rata over the vesting period.
31-Dec-20
Directors:
Ami Shafran
David Furstenberg
Nir Gabay
Key management:
Yoav Amitai
Roee Kashi
Total
Fair value of
options
granted during
the year
Value of
options vested
during the year
Value of
options
cancelled
during the year
Remuneration
consisting of options
for the year
US$
US$
US$
-
-
27,470
21,976
21,976
71,422
13,259
33,147
14,585
7,506
223,279
291,776
-
-
2,047,074
-
28,014
2,075,088
US$
9,409
23,521
24,664
22,067
77,915
157,576
Loans from key management personnel (KMP) and their related parties
7.
During the year Mr Nir Gabay received an advance of ILS 100,000 (US$28,852) which was repaid to the Group prior to 31
December 2020. At 31 December 2020 there is an amount owing to Mr Gabay of ILS 147,888 (US$46,000) in relation to
Group bank borrowings paid by Mr Gabay. No interest has been recorded or incurred in respect of these transactions. Had
interest been charged on the advance to Mr Gabay at a rate of 10% interest received by the Company would have been
approximately $1,100.
8. Other transactions and balances with KMP and their related parties
Transactions with related parties are entered into on terms equivalent to those that prevail in arm’s length transactions. The
Group had the following transactions with members of the Group’s key management personnel and/or their related parties
during the year.
Key Management
Personnel or Their
Related Party
Nature of transaction
Ami Shafran
Director and consulting fees included within trade and other payables
David Furstenberg
Director and consulting fees included within trade and other payables
Howard Digby
Director fees included within trade and other payables
Nir Gabay
Termination benefits, Post-employment retirement benefits,
Company bank loan settled by Nir on behalf of the Group
Susana Gabay(i)
Salary and salary related expenses
Eden Gabay(i)
Professional services
Dipio(ii)
Subcontractor
Yoav Amitai
Salary and salary related expenses
Roee Kashi
Salary and salary related expenses
(i)Related parties of Nir Gabay.
(ii)Related party of Nir Gabay and Roee Kashi.
Transaction
value
US$
-
-
-
-
Payable
balance
US$
33,333
33,333
3,511
261,117
116,186
3,068
2,294
87,148
-
-
-
-
14,499
7,006
9. Voting of shareholders at last year’s annual general meeting
The Company received 89.85% “Yes” votes cast on its Remuneration Report for the 2019 financial year. The Company did
not receive any specific feedback at the AGM regarding its remuneration practices.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
18
DIRECTORS’ REPORT
REMUNERATION REPORT (END)
Signed in accordance with a resolution of the Board of Directors.
Mr David Furstenberg
Executive Director
30 March 2021
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
19
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY ASHLEIGH WOODLEY TO THE DIRECTORS OF ELSIGHT LIMITED
As lead auditor of Elsight Limited for the year ended 31 December 2020, I declare that, to the best of
my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Elsight Limited and the entity it controlled during the period.
Ashleigh Woodley
Director
BDO Audit (WA) Pty Ltd
Perth, 30 March 2021
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
20
FINANCIAL REPORT
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2020
Revenue from contracts with customers
Cost of sales
Gross profit
Other income
Selling, general and administrative expenses
Net share based payments (expense)/income
Loss before finance expenses
Finance expenses
Loss before income tax
Income tax expense
Loss for the year
Note
2
3
17
3
2020
US$
1,725,209
(1,230,248)
494,961
3,070
2019
US$
1,287,897
(836,732)
451,165
31,952
(3,949,805)
(3,660,673)
(397,793)
43,438
(3,849,567)
(3,134,118)
(31,121)
(58,315)
(3,880,688)
(3,192,433)
-
-
(3,880,688)
(3,192,433)
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss
Foreign currency translation, net of tax
16(c)
35,275
85,318
Total comprehensive loss for the year attributable to owners of the
Company
(3,845,413)
(3,107,115)
Loss per Share attributable to owners of the Company
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
7
7
(3.62)
(3.62)
(3.33)
(3.33)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with
the accompanying notes.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
21
FINANCIAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2020
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventory
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Intangible assets
Right of use assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
Provision for employees’ severance benefits, net
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
SHAREHOLDERS’ EQUITY
Issued capital
Reserves
Accumulated losses
SHAREHOLDERS’ EQUITY
Note
8a
9
10
11
12
13
13
14
15
16
2020
US$
7,924,309
1,048,565
396,272
-
9,369,146
255,207
163,142
-
418,349
9,787,495
1,227,674
8,771
-
1,236,445
768
117,453
118,221
1,354,666
2019
US$
933,517
571,618
251,148
107,388
1,863,671
292,177
141,909
161,703
595,789
2,459,460
694,882
64,461
167,520
926,863
8,072
109,263
117,335
1,044,198
8,432,829
1,415,262
21,361,856
2,247,015
(15,176,042)
8,432,829
11,739,495
1,630,987
(11,955,220)
1,415,262
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
22
FINANCIAL REPORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2020
Issued Capital
Accumulated losses
Share Based
Payment Reserve
Foreign Exchange
Reserve
Predecessor
Accounting Reserve
US$
US$
US$
US$
US$
Balance at 1 January 2019
Loss for the year
Other comprehensive loss
Total comprehensive loss for the year
Transactions with owners in their capacity as
owners:
Issue of shares
Exercise of options
Share based payments
Balance at 31 December 2019
Balance at 1 January 2020
Loss for the year
Other comprehensive income
Total comprehensive income/(loss) for the
year
Transactions with owners in their capacity as
owners:
Issue of shares
Exercise and expiry of options
Share based payments
Balance at 31 December 2020
11,667,737
-
-
-
71,758
-
-
11,739,495
11,739,495
-
-
(8,787,545)
(3,192,433)
-
(3,192,433)
-
24,758
-
(11,955,220)
(11,955,220)
(3,880,688)
-
-
(3,880,688)
9,622,361
-
-
-
659,866
-
21,361,856
(15,176,042)
2,677,670
-
-
-
-
(24,758)
(43,438)
2,609,474
2,609,474
-
-
-
-
(659,866)
1,240,619
3,190,227
(767,009)
-
85,318
85,318
-
-
-
(681,691)
(681,691)
-
35,275
35,275
-
-
-
(296,796)
-
-
-
-
-
-
(296,796)
(296,796)
-
-
-
-
-
-
(646,416)
(296,796)
The above Consolidated Statements of Changes in Equity should be read in conjunction with the accompanying notes.
Total
US$
4,494,057
(3,192,433)
85,318
(3,107,115)
71,758
-
(43,438)
1,415,262
1,415,262
(3,880,688)
35,275
(3,845,413)
9,622,361
-
1,240,619
8,432,829
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
23
FINANCIAL REPORT
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Note
2020
US$
2019
US$
1,424,163
1,901,353
(4,645,176)
(4,389,030)
3,069
(10,352)
33,165
(26,718)
Net cash used in operating activities
8b
(3,228,296)
(2,481,230)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant and equipment
Purchase of intangible assets
Payment for short term bank deposits
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from the issue of shares
Repayment of borrowings
Principal elements of lease payments
Proceeds collected from the sale of Non-Eligible Foreign Shareholders’
Entitlements
Net cash provided by/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Foreign exchange
(13,956)
(67,668)
(23,272)
(8,522)
(100,222)
-
(104,896)
(108,744)
10,464,234
(20,950)
71,758
(19,511)
(168,182)
(170,601)
33,117
-
10,308,219
(118,354)
6,975,027
(2,708,328)
933,517
15,765
3,632,926
8,919
933,517
Cash and cash equivalents at the end of the financial year
8a
7,924,309
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
24
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
These consolidated financial statements cover Elsight Limited (Company) and its controlled entities as a consolidated entity
(also referred to as Group). Elsight Limited is a company limited by shares, incorporated and domiciled in Australia. The Group
is a for-profit entity.
The financial statements were issued by the board of directors on 30 March 2021 by the directors of the Company.
The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation and
presentation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation of the financial report
a) Statement of Compliance
These financial statements are general purpose financial statements which have been prepared in accordance with Australian
Accounting Standards (AASBs) (including Australian interpretations) adopted by the Australian Accounting Standard Board
(AASB) and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the Australian Accounting Standards Board has concluded
would result in financial statements containing relevant and reliable information about transactions, events, and conditions.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with
International Financial Reporting Standards.
b) Basis of Measurement and Reporting Conventions Including Capital Reorganisation
The financial statements, except for cash flow information, have been prepared on an accruals basis and are based on
historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets
and financial liabilities. The amounts presented in the financial statements have been rounded off to the nearest dollar unless
stated otherwise.
On 2 June 2017 Elsight Limited (‘ELS’) completed a transaction with the shareholders of El-Sight Ltd to acquire 100% of the
share capital of El-Sight Ltd. In accordance with Australian Accounting Standards, the acquisition did not meet the definition
of a business combination as ELS was established for the sole purpose of facilitating the listing process and to acquire El-Sight
Ltd by way of an equity swap. Common control entity accounting was applied at transaction date.
c) Adoption of New and Amended Accounting Standards
The Group has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its
operations and effective for annual reporting periods beginning on or after 1 January 2020. It has been determined by the
Group that there is no impact, material or otherwise, of the new and revised standards and interpretations on its business
and therefore no change is necessary to Group accounting policies. No retrospective change in accounting policy of material
reclassification has occurred during the year.
d) Principles of Consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 December
2020. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if
and only if the Group has:
•
•
•
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee);
Exposure, or rights, to variable returns from its involvement with the investee, and
The ability to use its power over the investee to affect its returns.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
25
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
d) Principles of Consolidation (continued)
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts
and circumstances in assessing whether it has power over an investee, including:
•
•
•
The contractual arrangement with the other vote holders of the investee,
Rights arising from other contractual arrangements,
The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the statement of profit or loss and other comprehensive income from
the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of
the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line
with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating
to transactions between members of the Group are eliminated in full on consolidation.
A change in ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the
Group loses control over a subsidiary, it:
•
•
•
•
•
•
•
De-recognises the assets (including goodwill) and liabilities of the subsidiary
De-recognises the carrying amount of any non-controlling interests
De-recognises the cumulative translation differences recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investments retained
Recognises any surplus or deficit in profit and loss
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as
appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.
e) Revenue from Contracts with Customers
Group revenues consist of the following elements:
•
•
•
•
physical products which are sent to the customer, where revenue is recognised upon shipment or arrival of goods,
dependent on the terms that have been agreed with the customer;
IT services, where revenue is recognised in the accounting period in which the services are rendered;
installation fees, which are recognised upon the completion of product installation; and
other revenue including cloud services fees which are recognised over the service period; software license fees
which are recognised over the license period; maintenance fees for which contracts are generally one year with
revenue recognised over the contract period; and service level agreements which are recognised over the
agreement period.
In relation to IT services, cloud services, software license, maintenance fees and service level agreements, the Group
recognises a contract liability where payments received exceed the services rendered.
The Group has no material contracts where the period between the transfer of the promised goods or services to the
customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the
transaction prices for the time value of money.
Revenue is measured at the fair value of the consideration received or receivable. Revenue is recognised to the extent that
it is probable that the economic benefits will flow to the Group and can be reliably measured.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
26
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Tax
f)
Current income tax expense charged to profit or loss is the tax payable on taxable income calculated using applicable income
tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the
amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as
well unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of profit or loss when the
tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been
fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition
of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is
realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement
also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or
liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures,
deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be
controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and
liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended
that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods
in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
g)
Financial Instruments
Classification
The Group classifies its financial assets in the following measurement categories:
•
•
those to be measured subsequently at fair value (either through OCI, or through profit or loss), and
those to be measured at amortised cost.
The classification depends on how the Group manages the financial assets and the contractual terms of the cash flows. At
year end, all of the Group’s financial assets have been classified as those to be measured at amortised cost.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Impairment
The Group assesses expected credit losses associated on a forward-looking basis. For trade receivables, the Group applies
the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition
of the receivables.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
27
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Impairment of non-financial assets
h)
At the end of each reporting period, the Directors assesses whether there is any indication that an asset may be impaired.
The assessment will include the consideration of external and internal sources of information, including dividends received
from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits.
If any such indication exists, an impairment test is carried out on the asset by comparing the asset’s recoverable amount,
being the higher of its fair value less costs to sell and its value in use, to the asset’s carrying amount. Any excess of the
asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss. Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating
unit to which the asset belongs.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Cash and cash equivalents
i)
Cash and cash equivalents include cash on hand, deposits available on demand with banks with original maturity of three
months or less.
Trade receivables
j)
Trade receivables are amounts due from customers for goods or services performed in the ordinary course of business. They
are generally due for settlement within 45 days and therefore are all classified as current. Trade receivables are recognised
initially at the amount of consideration that is unconditional which is considered to be fair value; none of the Group’s trade
receivables contain a financing component. The Group holds the trade receivables with the objective to collect the
contractual cashflows and therefore measures them subsequently at amortised cost using the effective interest method.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables and contract assets.
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and
the days past due. The expected loss rates are based on the Group’s past history, existing market conditions and forward-
looking estimates at the end of each reporting period.
Inventories
k)
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the average
principle and includes expenditure incurred in acquiring the inventories and the costs incurred in bringing them to their
existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated costs of completion and selling expenses.
l) Operating expenses
Operating expenses are recognised in profit or loss upon utilisation of the service or at the date of their origin.
m) Depreciation
Depreciation is a systematic allocation of the depreciable amount of an asset over its useful life. The depreciable amount
is the cost of the asset, less its residual value.
An asset is depreciated from the date it is ready for use, meaning the date it reaches the location and condition required
for it to operate in the manner intended by management.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of the fixed
asset item, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied
in the assets.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
28
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
m) Depreciation (CONTINUED)
The estimated useful lives for the current and comparative periods are as follows:
Computers – 3 years
•
•
• Motor vehicles – 7 years
Furniture and equipment – 7-17 years
Leasehold improvements are depreciated over the shorter of the lease period or the useful life of the leasehold
improvement.
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if
appropriate.
n) Goods and Services Tax (GST)
Revenues, expenses, and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Tax Office (ATO).
Receivable and payables are stated inclusive of the amount of GST receivable or payable. The net amount of the GST
recoverable from, or payable to, the ATO is included with other receivables and payables in the statement of financial
position.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and
financing activities, which are disclosed as operating cash flows.
o) Employee Benefits
Post-employment benefits
The Company has a post-employment benefit plan in place in accordance with its obligations under Israeli employment
law. Under Israeli employment law, in the event of termination of an employee, the Group is obligated to pay the employee
their last monthly salary multiplied by the number of years the employee was employed. The value of this severance pay
obligation is recorded net of accumulated severance fund benefits as a liability for employees’ severance benefits in the
Group’s statement of financial position.
Short term employee benefits
Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service
is provided or upon the actual absence of the employee when the benefit is not accumulated.
The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits
depending on when the Group expects the benefits to be wholly settled.
Equity-settled compensation
The Group operates an employee share and option plan. Share-based payments to employees are measured at the fair
value of the instruments issued and amortised over the vesting periods. The fair value of performance right options is
determined using the satisfaction of certain performance criteria (Performance Milestones). The number of shares option
and performance rights expected to vest is reviewed and adjusted at the end of each reporting period such that the amount
recognised for services received as consideration for the equity instruments granted is based on the number of equity
instruments that eventually vest. The fair value is determined using Black Scholes simulation model.
p) Trade and other payables
Liabilities for trade creditors and other amounts carried at cost which is the fair value of the consideration to be paid in the
future for goods and services received, whether or not billed to the Group. Interest, when charged by the lender, is
recognised as an expense on an accruals basis.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
29
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
q) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is
probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are
measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.
Equity and reserves
r)
Share capital represents the fair value of shares that have been issued. Any transaction costs associated with the issuing of
shares are deducted from share capital, net of any related income tax benefits. The option reserve records the value of
share-based payments.
s)
Foreign currency transactions and balances
Functional and presentation currency
The functional currency of each entity within the Group is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in USA dollars which is the
Parent’s functional currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the
transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured
at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured
at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit or loss.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive
income to the extent that the underlying gain or loss is recognized other comprehensive Income; otherwise the exchange
difference is recognised in profit or loss.
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group’s presentation
currency are translated as follows:
• assets and liabilities are translated at year-end exchange rates prevailing at that reporting period;
•
•
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
income and expenses are translated at average exchange rates for the period; and
Exchange differences arising on translation of operations with functional currencies other than United States dollars are
recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of
financial position. These differences are recognised in profit or loss in the period in which the operation is disposed of.
t)
Segment Information
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of
Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources.
The Group’s sole operating segment is consistent with the presentation of these consolidated financial statements.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
30
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Share Based Payments
u)
Share-based payments are measured at the fair value of goods or services received or the fair value of the equity
instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded
at the date the goods or services are received. The fair value of options is determined using the Black-Scholes pricing model.
The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that
the amount recognised for services received as consideration for the equity instruments granted is based on the number
of equity instruments that eventually vest.
v) Earnings per share
Basic earnings per share is calculated by dividing:
•
•
the profit attributable to members of the parent entity, excluding any costs of servicing equity other than ordinary
shares
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus
elements in ordinary shares issued during the year (if any).
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
•
•
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares;
and
the weighted average number of additional ordinary shares that would have been outstanding assuming the
conversion of all dilutive potential ordinary shares.
Intangible assets
w)
Development costs that are directly attributable to the design and testing of identifiable and unique products controlled
by the Group are recognised as intangible assets when the following criteria are met:
it is technically feasible to complete the product so that it will be available for use;
•
• management intends to complete the product and use or sell it;
•
•
•
there is an ability to use or sell the product;
it can be demonstrated how the product will generate probable future economic benefits;
adequate technical, financial and other resources to complete the development and to use or sell the
product are available, and
•
the expenditure attributable to the product during its development can be reliably measured.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready
for use over a period of 3 – 7 years.
Research expenditure and development expenditure that do not meet the criteria in set out above are recognised as an
expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent
period.
x) Predecessor Accounting
Business combinations involving entities under common control are accounted for using the predecessor accounting
method. Under this method;
•
•
carrying values are not restated in the accounts of the acquiring entity, rather prior book values are maintained.
As a result no fair value adjustments are recorded on the acquisition; and
the carrying value of net assets or liabilities acquired is recorded as a separate element of equity.
y) Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgements incorporated into the consolidated financial statements based on
historical knowledge and best available current information. Estimates assume a reasonable expectation of future events
and are based on current trends and economic data, obtained both externally and within the Group.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
31
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Key Estimates and judgements
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have,
on the Group based on known information. This consideration extends to the nature of the products and services offered,
customers, supply chain, staffing and geographic regions in which the Group operates. Other than as addressed in specific
notes, there does not currently appear to be either any significant impact upon the financial statements or any significant
uncertainties with respect to events or conditions which may impact the Group unfavourably as at the reporting date or
subsequently as a result of the Coronavirus (COVID-19) pandemic. At 31 December 2020 the Group has reassessed all
significant judgements and estimates included in the 31 December 2020 financial result and position, including but not
limited to, provisions against debtors, net realizable value of inventory, liability to future claims, impairment of non-current
assets, and other provisions and estimates.
Share based payments
The Group initially measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions
requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the
grant.
This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life
of the share option, volatility and dividend yield and making assumptions about them, as well as an assessment of the
probability of achieving non-market based vesting conditions.
The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 17.
Trade receivables
Management assess impairment of the Group’s trade receivables based on assumptions about risk of default and expected
loss rates. The Group uses judgement in making these assumptions and selecting the inputs for the expected credit loss model
under AASB 9 and impairment calculation, based on the Group’s past history, existing market conditions as well as forward-
looking estimates at the end of each reporting period.
Assumptions made regarding the collectability of the Group’s receivables are disclosed at Note 9.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
32
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 2: REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue recognised at a point in time:
-
Sale of physical goods
Revenue recognised over a period of time:
-
Service level agreements and other services
Total revenue
2020
US$
2019
US$
1,399,452
1,040,884
325,757
247,013
1,725,209
1,287,897
The Group has recognised the following assets and liabilities related to contracts with customers:
-
Contract liabilities
52,007
34,610
There were no significant movements in contract assets or liabilities during the year.
NOTE 3: EXPENSES
Loss before income tax from continuing operations includes the following
specific expenses:
2020
US$
2019
US$
Selling, general and administrative expenses:
-
-
-
-
-
-
-
-
-
Research
Sales, marketing and exhibitions
Salaries and related expenses
Professional services
Amortisation of right of use lease asset
Office related expenses
Depreciation of plant and equipment and amortisation of intangible
assets
Travel
Others
1,212,678
1,140,758
845,995
655,147
419,196
162,341
167,171
126,712
30,535
330,030
747,172
604,288
388,899
178,567
168,686
78,854
157,724
195,725
Total selling, general and administrative expenses
3,949,805
3,660,673
Finance expenses:
-
-
-
Interest on borrowings and bank fees
Implied interest on leases
Exchange rate differences
Total finance expenses
7,652
2,625
20,844
31,121
5,592
8,517
44,206
58,315
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
33
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 4: INCOME TAX
The financial accounts for the year ended 31 December 2020 comprise the results of Elsight Australia and El-Sight Israel.
The legal parent is incorporated and domiciled in Australia where the applicable tax rate is 30% (2019: 30%). The applicable
tax rate in Israel is 23% (2019: 23%).
(a) Income tax expense
Current tax
Deferred tax
2020
US$
-
-
-
2019
US$
-
-
-
(b) The prima facie tax payable on loss from ordinary activities before
income tax is reconciled to the income tax expense as follows:
Income tax expense/(benefit) on operating loss at 27.02% (2019: 27.50%)
(1,048,480)
(1,432,727)
Non-deductible items
Non-deductible expenditure
Deferred tax assets not recognised
Income tax attributable to operating income/(loss)
Utilisation of tax losses
Income tax expense
Deferred tax assets
Investments
Accruals
Provisions
Tax losses
Deferred tax asset
255,306
793,174
117,684
1,315,043
-
-
-
-
-
-
3,116,510
2,153,287
3,313
62,372
2,226,565
5,408,760
4,276
63,127
1,366,689
3,587,379
Less deferred tax assets not recognised
(5,408,760)
(3,587,379)
Net deferred tax assets
Deferred tax liabilities
Other
Net deferred tax liabilities
Deferred tax assets not brought to account
Temporary differences
Operating tax losses
Capital loss
-
-
-
-
-
-
3,182,196
2,226,564
-
2,220,690
1,366,689
-
Unused tax losses for which no deferred tax asset has been recognised
5,408,760
3,587,379
Carry forward losses
Potential future income tax benefits attributable to tax losses carried forward have not been brought to account at 31
December 2020 because the Directors do not believe it is appropriate to regard realisation of the future income tax benefits
as probable.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
34
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 5: RELATED PARTY TRANSACTIONS
a) Key Management Personnel Compensation
The totals of remuneration paid to KMP during the year are as follows:
Short-term salary and fees
Retirement benefits
Non-monetary benefits
Termination benefits
Other
Share based payments
Total KMP Compensation
b) Other related party transactions
Key management personnel or
2020
US$
753,532
103,673
35,949
183,407
57,813
157,576
2019
US$
654,431
58,934
25,612
-
48,485
(124,121)
1,291,950
663,341
their related party
Nature of transactions
Transaction value
Payable balance
Ami Shafran
Director and consulting fees included within
trade and other payables
David Furstenberg
Director and consulting fees included within
trade and other payables
Howard Digby
Director fees included within trade and
other payables
Nir Gabay
2020: Termination benefits, Post-
employment retirement benefits, Company
bank loan settled by Nir on behalf of the
Company
2019: Executive salary and director fees
included within trade and other payables
2020
2019
2020
2019
US$
US$
US$
US$
-
-
-
-
-
-
-
-
33,333
40,797
33,333
35,928
3,511
2,914
261,117
7,403
Susana Gabay (related party of Nir
Salary and salary related expenses
116,186
122,317
3,068
3,091
Gabay)
Guy Gabay (related party of Nir
Salary and salary related expenses
-
16,945
Gabay)
Eden Gabay (related party of Nir
Professional services
2,294
263
Gabay)
Dipio (related party of Nir Gabay
and Roee Kashi)
Revenue earned
Raj Logaraj
Yoav Amitai
Roee Kashi
Director fees included within trade and
other payables
Salary and salary related expenses
Salary and salary related expenses
87,148
84,163
-
-
-
-
-
-
-
-
-
-
-
-
-
3,847
14,499
-
7,006
6,940
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
35
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 5: RELATED PARTY TRANSACTIONS
c)
Loans from key management personnel (KMP) and their related parties
During the year Mr Nir Gabay received an advance of ILS 100,000 (US$28,852) which was repaid to the Group prior to 31
December 2020. At 31 December 2020 there is an amount owing to Mr Gabay of ILS 147,888 (US$46,000) in relation to
Group bank borrowings paid by Mr Gabay. No interest has been recorded or incurred in respect of these transactions. Had
interest been charged on the advance to Mr Gabay at a rate of 10% interest received by the Company would have been
approximately $1,100.
NOTE 6: AUDITOR’S REMUNERATION
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related
practices and non-related audit firms:
Auditor remuneration
-
-
Auditing and reviewing the financial reports (BDO) – Australia
Auditing and reviewing the financial reports (BDO) – Israel
NOTE 7: EARNINGS/(LOSS) PER SHARE
Earnings/ (Loss) per share (EPS)
2020
US$
28,039
18,000
46,039
2020
US$
2019
US$
27,983
15,000
42,983
2019
US$
a)
Loss used in calculation of basic EPS and diluted EPS
(3,880,688)
(3,192,433)
b) Weighted average number of ordinary shares outstanding during the
year used in calculation of basic and diluted loss per share
107,315,722
95,991,667
NOTE 8a : CASH AND CASH EQUIVALENTS
Cash at bank
Total cash and cash equivalents in the consolidated statement of cash flows
The Group’s exposure to the risks associated with cash are disclosed in Note 19.
NOTE 8b : CASH FLOW INFORMATION
Loss after income tax
Non-cash flows in loss after income tax
Share based payments
Depreciation of plant and equipment and amortisation of intangible
assets
Amortisation of right of use lease asset
Changes in assets and liabilities
Decrease/(increase) in trade and other receivables
Decrease/(increase) in inventory
Decrease/(increase) in supplier advances
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
2020
US$
7,924,309
7,924,309
2019
US$
933,517
933,517
2020
US$
2019
US$
(3,880,688)
(3,192,433)
397,793
(43,438)
126,712
162,341
(382,214)
(117,955)
107,812
78,854
178,567
653,108
86,953
(6,045)
36
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 8b : CASH FLOW INFORMATION
(Decrease)/increase in trade and other payables
Increase in provisions
Cash flows used in operating activities
Non-Cash investing and financing activities
2020
364,445
(6,542)
2019
(260,498)
23,702
(3,228,296)
(2,481,230)
During the year Mr Nir Gabay personally repaid ILS 147,888 (US$46,000) of the Group’s bank borrowings. The Group has a
liability recorded to Mr Gabay in relation to the same at 31 December 2020.
The reconciliation of cash and non-cash movements in liabilities arising from financial activities is as follows:
Short term borrowings
Long term borrowings
Total borrowings
2019
US$
64,461
8,072
72,533
Cash flows
$US
(20,950)
-
(20,950)
NOTE 9: TRADE AND OTHER RECEIVABLES
CURRENT
Trade and other receivables
Loss allowance
Short term deposits
Prepaid expenses
Non-cash
foreign
exchange
movement
$US
Transfer from
borrowings to
other payables
Transfer
from long
term to short
term
$US
US$
3,602
354
3,956
(46,000)
-
(46,000)
7,658
(7,658)
-
2020
US$
885,732
(12,611)
110,225
65,219
2020
US$
8,771
768
9,539
2019
US$
428,547
(9,310)
79,358
73,023
All amounts are short-term. The net carrying value of trade and other receivables is considered a reasonable approximation
of fair value. The Group’s exposure to the risks associated with trade and other receivables is disclosed in Note 19.
1,048,565
571,618
Included in the Group’s trade and other receivables at 31 December 2020 is an amount of US$501,551 which remains
outstanding as at the date of Annual Report publication. The Group has carefully considered the circumstances and financial
position of the client to which these receivables relate and concluded that it expects the amount to be fully recoverable in
the short-term. Accordingly, no loss allowance has been recorded in respect of these receivables at 31 December 2020.
NOTE 10: INVENTORY
Inventory at cost
2020
US$
396,272
396,272
2019
US$
251,148
251,148
Write downs of inventory to net realisable value amounted to US$41,017 (2019: US$10,589). These were recognised as an
expense during the year ended 31 December 2020.
NOTE 11: PLANT AND EQUIPMENT
Cost
Accumulated depreciation
Net carrying amount
2020
US$
2019
US$
551,374
584,186
(296,167)
(292,009)
255,207
292,177
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
37
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 11: PLANT AND EQUIPMENT (CONTINUED)
Balance at 1 January 2019
Additions
Disposals
Computers
US$
48,435
4,845
-
Motor
vehicles
US$
110,016
-
-
Depreciation expense
(26,575)
(23,401)
Foreign currency translation
adjustments
Balance at 31 December 2019
Additions
Disposals(i)
3,408
8,561
30,113
4,509
-
95,176
-
-
Depreciation expense
(26,033)
(25,837)
Foreign currency translation
adjustments
3,035
7,134
Office
furniture and
equipment
Installations
and leasehold
improvements
US$
52,893
3,677
-
(5,338)
4,417
55,649
8,579
-
(7,445)
4,778
US$
Total
US$
115,357
326,701
-
-
8,522
-
(13,443)
(68,757)
9,325
25,711
111,239
292,177
868
-
13,956
-
(14,960)
(74,275)
8,402
23,349
Balance at 31 December 2020
11,624
76,473
61,561
105,549
255,207
(i)
Plant and equipment with a cost value of US$85,500 was disposed during the year ended 31 December 2020. The net carrying value
of the disposed plant and equipment was nil.
NOTE 12: TRADE AND OTHER PAYABLES
CURRENT
Trade payables
Other payables and accrued expenses
Contract liability
2020
US$
320,911
854,756
52,007
1,227,674
2019
US$
122,090
538,182
34,610
694,882
All amounts are short-term. The carrying values of trade payables and other payables are considered to approximate fair
value. The Group’s exposure to the risks associated with trade and other payables are disclosed in Note 19.
NOTE 13: BORROWINGS
CURRENT
Current maturities of long term bank loans
NON-CURRENT
Long term bank loan, net of current maturities
The Group’s exposure to the risks associated with borrowings are disclosed in Note 19.
2020
US$
8,771
8,771
768
768
2019
US$
64,461
64,461
8,072
8,072
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
38
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 14: PROVISIONS
NON-CURRENT
Accrued severance pay
Severance pay fund
Opening net carrying amount
Increase in provision
Severance pay fund utilised
Foreign currency translation adjustments
Closing net carrying amount
NOTE 15: ISSUED CAPITAL
2020
US$
140,927
(23,474)
117,453
109,263
-
-
8,190
2019
US$
131,100
(21,837)
109,263
95,147
14,116
-
-
117,453
109,263
2020
US$
2019
US$
(a) Share Capital
133,341,582 (31 December 2019: 96,242,599) fully paid ordinary shares
15b
21,361,856
11,739,495
(b) Movement in Ordinary Capital
Opening balance at 1 January 2019
Issue of shares on conversion of options
Issue of shares on conversion of options
Issue of shares on conversion of options
Closing balance at 31 December 2019
Issue of placement shares
Issue of shares on conversion of options
Issue of shares on conversion of options
Issue of shares on conversion of options
Issue of shares on conversion of options
Issue of shares on conversion of options
Date
No.
Unit
Price
US$
Total
US$
95,888,599
11,667,737
1-Aug-19
2-Oct-19
22-Oct-19
100,000
232,000
22,000
96,242,599
14-Jan-20
9,000,000
6-May-20
8-May-20
13-May-20
46,000
200,000
500,000
2-Jun-20
1,028,000
13-Nov-20
1,880,000
0.20
0.20
0.21
0.22
0.20
0.19
0.20
0.20
0.14
0.34
20,100
47,043
4,615
11,739,495
1,987,145
9,013
38,541
97,602
205,150
272,508
8,333,610
(1,321,208)
21,361,856
Issue of rights issue and follow-on placement shares
15-Dec-20
24,444,983
Costs of capital raising
Closing balance at 31 December 2020
-
133,341,582
(c) Capital Management
Due to the nature of the Group’s activities, the Group does not have ready access to credit facilities, with the primary source
of funding being equity raisings. Therefore, the focus of the Group’s capital risk management is the current working capital
position against the requirements of the Group to meet research and development programs and corporate overheads. The
Group’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to
initiating appropriate capital raisings as required. Any surplus funds are invested with major financial institutions.
NOTE 16: RESERVES
2020
2019
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
39
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Reserves
a) Share Based Payment Reserve
US$
US$
2,247,015
1,630,987
Ref
2020
US$
2019
US$
43,885,013 (31 December 2019: 47,219,360) options on issue
17
3,190,227
2,609,474
b) Movement in Share Based Payment Reserve
Opening balance at 1 January 2019
Net pro-rata (income) of options issued in prior periods
Issue of ESOP options (Note 17)
Issue of ESOP options (Note 17)
Issue of ESOP options (Note 17)
Cancellation of ESOP options on termination of employment
Options exercised and converted to fully paid ordinary shares
3,190,227
2,609,474
No.
US$
47,269,360
2,677,670
-
50,000
215,000
186,000
(147,000)
(354,000)
(31,733)
12,214
6,496
6,823
(37,238)
(24,758)
Closing balance at 31 December 2019
47,219,360
2,609,474
Expense of options issued in prior periods, prior to cancellations (Note 17)
Issue of ESOP options (Note 17)
Issue of ESOP options (Note 17)
Issue of ESOP options (Note 17)
Issue of ESOP options (Note 17)
Issue of ESOP director related party options (Note 17)
Issue of ESOP options (Note 17)
Issue of ESOP options (Note 17)
-
1,450,000
200,000
150,000
100,000
100,000
75,000
100,000
146,606
166,049
37,148
20,991
12,779
14,315
5,512
2,757
Issue of lead manager/underwriter options (Note 17)
Issue of free attaching rights issue and follow-on placement options
11,000,245
842,828
12,222,408
-
Options exercised and converted to fully paid ordinary shares (Note 15)
(3,654,000)
(319,128)
Expiry of options
Options cancelled on termination of employment
Options cancelled after vesting conditions not met
Closing balance at 31 December 2020
(4,872,000)
(340,738)
(206,000)
(8,366)
(20,000,000)
-
43,885,013
3,190,227
Share based payment options on issue at 31 December 2020 have a weighted average exercise price of $0.59 (2019: $0.19)
and a weighted average remaining contractual life of 2.01 years (2019: 2.16 years).
c)
Foreign Exchange Reserve
2020
US$
2019
US$
(646,416)
(681,691)
The foreign currency translation reserve records exchange differences arising on translation from functional currency to
presentation currency.
d)
Predecessor Accounting Reserve
2020
US$
2019
US$
(296,796)
(296,796)
The reserve arises from the capital reorganisation and records the net liabilities of Elsight Limited as at the acquisition date
of 2 June 2017.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
40
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 17: SHARE BASED PAYMENTS
Options Issued in Prior Periods
Options issued in prior periods that impact the year ended 31 December 2020 are as follows:
Description
Grant date
Exercise
price
Expiry
date
Options on
issue at 31
Dec 2020
Vesting
condition
Net pro-rata
income/(expense)
recorded at 31 Dec
2020
ESOP Options
ESOP Options
ESOP Options
ESOP Options
A$
No.
2-Jun-17
$0.20
2-June-22
8,608,000
10-Dec-17
$0.60
9-Oct-22
9-Jan-18
$1.08 14-Nov-22
26-Apr-18
$0.745
4-Mar-23
Director Options
28-May-18
$0.60
9-Oct-22
ESOP Options
ESOP Options
ESOP Options
ESOP Options
Total
1-Aug-18
1-Dec-18
$0.675
31-Jul-23
$0.60
1-Dec-23
24-Jun-19
$0.35
23-Jun-24
20-Nov-19
$0.41 13-Nov-24
(i)
(i)
(ii)
(iii)
(iv)
(i)
(v)
(i)
US$
66,464
11,027
1,093
609
43,280
9,990
2,392
10,210
(6,824)
138,241
125,000
25,000
12,000
460,000
117,000
50,000
145,000
-
9,542,000
50% on the second anniversary of the grant date and an additional 6.25% at the end of each quarter of continuous service thereafter.
50% on 15 November 2017 and an additional 3.125% at the end of each quarter of continuous service thereafter.
(i)
(ii)
(iii) 50% on 5 March 2020 and an additional 6.25% at the end of each quarter of continuous service thereafter.
(iv) 50% on 10 October 2020 and an additional 6.25% at the end of each quarter of continuous service thereafter.
(v)
50% on 1 December 2019 and an additional 12.50% at the end of each quarter of continuous service thereafter.
Share Based Payments Issued During the Year Ended 31 December 2020
During the year ended 31 December 2020 the Group recorded the following share based payments:
• The issue of 1,450,000 Employee Share Plan Options exercisable at A$0.28, on or before 23 April 2025 to employees
of the Group, exercisable after the satisfaction of the following vesting condition, 50% on 23 April 2021 and an
additional 6.25% at the end of each quarter of continuous services thereafter, resulting in an expense of US$166,049
recorded at 31 December 2020.
• The issue of 200,000 Employee Share Plan Options exercisable at A$0.28, on or before 23 April 2025 to service
providers of the Group, exercisable after the satisfaction of the following vesting condition, 50% on 31 October 2020
and an additional 50% on 23 April 2021, subject to the option holders continuing to provide services to the Group,
resulting in an expense of US$37,148 recorded at 31 December 2020.
• The issue of 150,000 Employee Share Plan Options exercisable at A$0.34, on or before 15 May 2025 to service
providers of the Group, exercisable after the satisfaction of the following vesting condition, 50% on 31 October 2020
and an additional 50% on 15 May 2021, subject to the option holders continuing to provide services to the Group,
resulting in an expense of US$20,991 recorded at 31 December 2020.
• The issue of 100,000 Employee Share Plan Options exercisable at A$0.32, on or before 12 June 2025 to service
providers of the Group, exercisable after the satisfaction of the following vesting condition, 50% on 31 October 2020
and an additional 50% on 13 June 2021, subject to the option holder continuing to provide services to the Group,
resulting in an expense of US$12,779 recorded at 31 December 2020.
• The issue of 100,000 Employee Share Plan Options, exercisable at A$0.28, on or before 23 April 2025 to Susana Gabay,
a related party of Nir Gabay, exercisable after the satisfaction of the following vesting condition, 50% on 23 April 2021
and an additional 6.25% at the end of each quarter of continuous services thereafter, resulting in an expense of
US$14,315 recorded at 31 December 2020.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
41
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 17: SHARE BASED PAYMENTS (CONTINUED)
• The issue of 75,000 Employee Share Plan Options exercisable at A$0.30, on or before 27 July 2025 to an employee of
the Group, exercisable after the satisfaction of the following vesting condition, 50% on 28 July 2022 and an additional
6.25% at the end of each quarter of continuous services thereafter, resulting in an expense of US$5,512 recorded at
31 December 2020.
• The issue of 100,000 Employee Share Plan Options exercisable at A$0.54, on or before 12 October 2025 to an
employee of the Group, exercisable after the satisfaction of the following vesting condition, 50% on 13 October 2022
and an additional 6.25% at the end of each quarter of continuous services thereafter, resulting in an expense of
US$2,757 recorded at 31 December 2020.
• The issue of 11,000,245 ASX listed Options exercisable at A$0.90 on or before 31 March 2023 to the lead manager
and underwriter, resulting in an expense of US$842,828 recorded as capital raising cost at 31 December 2020.
Fair Value
The fair value of ASX listed options has been determined with reference to market price on the date of commencement of
trade. The Black Scholes option pricing model was used to determine the fair value of the unlisted options issued. The Black
Scholes inputs and valuations were as follows:
Options
ESOP Options ESOP Options ESOP Options ESOP Options
ESOP Director
Related Party
Options
ESOP Options ESOP Options
Number of options
1,450,000
200,000
150,000
100,000
100,000
75,000
100,000
Grant date
Issue date
Exercise price
Expected volatility
10-May-20
10-May-20
19-May-20
18-Jun-20
30-Jul-20
9-Aug-20
26-Oct-20
29-Jun-20
29-Jun-20
29-Jun-20
29-Jun-20
4-Aug-20
23-Sep-20
12-Nov-20
A$0.28
100%
A$0.28
A$0.34
A$0.32
A$0.28
A$0.30
A$0.54
100%
100%
100%
100%
100%
100%
Implied option life
4.82 years
4.82 years
4.88 years
4.96 years
4.82 years
4.84 years
4.92 years
Expected dividend yield
Risk free rate
Valuation per option A$
Exchange rate
Valuation per option US$
nil
1.96%
$0.32
$0.69
$0.22
nil
1.96%
$0.32
$0.69
$0.22
nil
1.96%
$0.25
$0.69
$0.17
nil
1.96%
$0.24
$0.69
$0.17
nil
1.96%
$0.40
$0.69
$0.28
nil
1.96%
$0.54
$0.77
$0.42
nil
1.96%
$0.40
$0.77
$0.31
Total valuation US$
$319,000
$44,000
$25,500
$17,000
$28,000
$31,500
$31,000
Share Based Payments Expense
Share based payment expense is comprised as follows:
Total net expense/(income) recognised in profit or loss (i)
Total expense recognised in equity
2020
US$
397,793
842,828
2019
US$
(43,438)
-
Total net share based payments expense/(income)
1,240,621
(43,438)
(i)
2019: Income of US$406,335 on adjustment to Class B Performance options probability less pro-rata expense of options
issued in 2019 and prior periods of $362,897.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
42
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 18: OPERATING SEGMENTS
Segment Information
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of
Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources. The
Group’s sole operating segment is consistent with the presentation of these consolidated financial statements.
NOTE 19: FINANCIAL INSTRUMENTS
Financial Risk Management Policies
The Group’s financial instruments consist mainly of deposits with banks, trade and other debtors, trade and other payables
and borrowings.
Specific Financial Risk Exposures and Management
The main risk the Group is exposed to through its financial instruments are market risk (including fair value and interest rate
risk) and cash flow interest rate risk, credit risk and liquidity risk.
(a) Interest Rate Risk
From time to time the Group has significant interest bearing assets, but they are as a result of the timing of equity raising and
capital expenditure rather than a reliance on interest income. The interest rate risk arises on the rise and fall of interest rates.
The Group’s income and operating cash flows are not expected to be materially exposed to changes in market interest rates
in the future. The exposure to interest rates arises from the cash and cash equivalents balances and borrowings.
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of
changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial
liabilities, is not considered to be material.
(b) Credit risk
The maximum exposure to credit risk is limited to the carrying amount, net of any provisions for impairment of those assets,
as disclosed in the Statement of Financial Position and notes to the consolidated financial statements.
Credit risk related to balances with banks and other financial institutions and trade and other receivables, and is managed by
the Group in accordance with approved Board policy. The following table provides information regarding the credit risk
relating to cash and money market securities based on Standard and Poor’s counterparty credit ratings.
Cash and cash equivalents – A+ Rated
Cash and cash equivalents – A Rated
Trade and other receivables – no rating
Impaired trade receivables
Note
8a
8a
9
2020
US$
6,090,443
1,833,866
1,048,565
2019
US$
933,517
-
571,618
The Group assesses expected credit losses associated on a forward looking basis. For trade receivables, the Group applies the
simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of
the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable
expectation of recovery include, amongst others, the failure or a debtor to engage in a repayment plan with the Group, and
a failure to make contractual payments for a period of greater than 120 days past due.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
43
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
NOTE 19: FINANCIAL INSTRUMENTS (CONTINUED)
During the year, the following losses were recognised in profit or loss in relation to impaired receivables:
Impairment losses
-
individually impaired receivables
- movement in provision for impairment
2020
US$
2,430
2,430
2019
US$
6,654
6,654
As at 31 December 2020, trade receivables of US$206,045 (2019 – US$228,806) were past due but not impaired. These relate
to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade
receivables is as follows:
Up to 3 months
3 to 6 months
Over 6 months
(c) Liquidity risk
2020
US$
201,918
3,843
284
206,045
2019
US$
13,971
2,485
212,350
228,806
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting
its obligations related to financial liabilities. 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, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash
flows.
The following are the contractual maturities of financial liabilities based on the actual rates at the reporting date excluding
interest payments:
2020
Interest
rate
Less than
6 months
6-12
months
1-2 years
2-5 years
Over 5
years
US$
US$
US$
US$
US$
Total
contractual
cash flows
US$
Carrying
amount
US$
Financial liabilities at amortised cost
Trade and
other payables
Borrowings
-
2.1%
1,227,674
4,487
1,232,161
-
4,488
4,488
-
781
781
-
-
-
-
-
-
1,227,674
9,756
1,237,430
1,227,674
9,539
1,237,213
2019
Interest
rate
Less than
6 months
6-12
months
1-2 years
2-5 years
Over 5
years
US$
US$
US$
US$
US$
Total
contractual
cash flows
US$
Carrying
amount
US$
Financial liabilities at amortised cost
Trade and other
payables
Borrowings
Lease liabilities
-
2.33%
-
694,882
10,307
83,760
788,949
-
53,145
83,760
136,905
-
8,044
-
8,044
-
1,037
-
1,037
-
-
-
-
694,882
72,533
167,520
934,935
694,882
72,533
167,520
934,935
NOTE 19: FINANCIAL INSTRUMENTS (CONTINUED)
(d) Net fair Value of financial assets and liabilities
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
44
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Fair value estimation
Due to the short term nature of the receivables and payables the carrying value approximates fair value.
(e) Currency risk
The currency risk is the risk that the value of financial instruments will fluctuate due to change in foreign exchange rates.
Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency
that is not the Company’s functional currency. The Company is exposed to foreign exchange risk arising from various currency
exposures primarily with respect to the US Dollar and the New Israeli Shekel. Any reasonable fluctuation in exchange rates
is not expected to have a material impact on either profit or equity.
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Net exposure
United States
Dollars
United States
Dollars
2020
US$
44,250
726,404
(89,577)
681,077
2019
US$
82,983
208,407
-
291,390
NOTE 20: PARENT ENTITY FINANCIAL INFORMATION
The following information of the legal parent Elsight Limited has been prepared in accordance with Australian Accounting
Standards and the accounting policies as outlined in Note 1.
(a)
Financial Position of Elsight Limited
ASSETS
Current assets
Non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Non-current liabilities
TOTAL LIABILITIES
NET ASSETS
SHAREHOLDERS’ EQUITY
Issued capital
Reserves
Accumulated Losses
SHAREHOLDERS’ EQUITY
(b) Statement of profit or loss and other comprehensive income
Loss for the year
Other comprehensive income
Total comprehensive loss
(c) Guarantees entered into by Elsight Limited for the debts of its subsidiary
There are no guarantees entered into by Elsight Limited.
NOTE 20: PARENT ENTITY FINANCIAL INFORMATION (CONTINUED)
(d) Contingent liabilities of Elsight Limited
2020
US$
6,183,119
2,412,556
8,595,675
183,846
-
183,846
8,411,829
2019
US$
661,357
870,068
1,531,425
126,125
-
126,125
1,405,300
21,355,707
2,440,110
(15,383,988)
8,411,829
11,733,347
1,645,555
(11,973,602)
1,405,300
(3,968,717)
112,265
(3,856,452)
(2,977,311)
(145,768)
(3,123,079)
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
45
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
There were no contingent liabilities as at 31 December 2020 (2019: Nil).
(e) Commitments by Elsight Limited
There were no commitments as at 31 December 2020 (2019: Nil).
NOTE 21: CONTROLLED ENTITIES
The ultimate legal parent entity of the Group is Elsight Limited, incorporated and domiciled in Australia. The consolidated
financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policies described in Note 1.
Controlled entity
Country of Incorporation
Percentage Owned
El-Sight Ltd
Israel
The proportion of ownership interest is equal to the proportion of voting power held.
2020
100%
2019
100%
NOTE 22: COMMITMENTS
The Group has no commitments which are not recorded on the statement of financial position as at 31 December 2020.
NOTE 23: CONTINGENT LIABILITIES
The Group has no known contingent liabilities as at 31 December 2020.
NOTE 24: EVENTS SUBSEQUENT TO REPORTING DATE
Since the reporting date the following significant events have occurred:
•
•
On 2 March 2021 the Group announced a strategic partnership with JS Group to amplify expansion efforts in the
North American broadband market.
On 16 March 2021 the Group announced finalisation of FAA certifications will be delayed pending the release of the
final ruling covering ‘Operation of Small Unmanned Aircraft Systems Over People’ on 21 April 2021.
Other than what has already been stated within this Report, there have been no other matters or circumstances that have
arisen since the end of the period which significantly affected or may significantly affect the operations of the Group, the
results of those operations, or the state of the Group in subsequent financial periods.
NOTE 25: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS
There are no Australian accounting standards and Interpretations that have recently been issued or amended but are not yet
effective and have not been adopted by the Group for the year ended 31 December 2020 which are expected to have a
material impact on the Group in future reporting periods.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
46
DIRECTORS’ DECLARATION
In the Director’s opinion:
1.
The consolidated financial statements and notes set out on pages 21 to 46 are in accordance with the Corporations
Act 2001, including:
a)
complying with Australian Accounting Standards, Corporations Regulations 2001 and other mandatory
professional reporting requirements, noting the matters documented in Note 1 (a);
b) giving a true and fair view, the consolidated entity’s financial position as at 31 December 2020 and of its
performance for the year ended on that date; and
2.
3.
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
This declaration has been made after receiving the declaration required to be made to the directors in accordance
with Section 295A of the Corporations Act 2001 for the financial year ended 31 December 2020.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the
Directors by:
Mr David Furstenberg
Executive Director
30 March 2021
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
47
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Elsight Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Elsight (the Company) and its subsidiary (the Group), which
comprises the consolidated statement of financial position as at 31 December 2020, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in
equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial report, including a summary of significant accounting policies and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
48
Accounting for Share-based payments
Key audit matter
How the matter was addressed in our audit
During the year ended 31 December 2020, the
Group issued options to employees and options to
advisors which have been accounted for as share-
based payments.
Refer to notes 1 and 17 of the financial report for
a description of the accounting policy and
significant estimates and judgements applied to
these arrangements.
Share-based payments are a complex accounting
area and due to the complex and judgemental
estimates used in determining the fair value of
the share-based payments, we consider the
Group’s accounting for share-based payments to
be a key audit matter.
Our procedures included, but were not limited
to the following:
• Reviewing the relevant terms and conditions
to obtain an understanding of the contractual
nature of the share-based payment
arrangements
• Reviewing and evaluating management’s
assessment of the likelihood of achieving the
non-market performance conditions attached to
the share-based payments
• Reviewing management’s determination of the
fair value of the share-based payments granted,
considering the appropriateness of the valuation
model used and assessing the valuation inputs
using BDO’s internal valuation specialists where
appropriate
• Assessing the allocation of the share-based
payment expense over the relevant vesting
period
• Assessing the adequacy of the Group’s
disclosures in Notes 1 and 17 of the financial
report.
Revenue Recognition
Key audit matter
How the matter was addressed in our audit
The Group recognises revenue in accordance with AASB
Our audit procedures included but were not limited to
15 Revenue from Contracts with Customers (AASB 15).
the following:
There are complexities and judgements associated with
interpreting key revenue contracts entered into by the
• Verified the revenue recognition policy applied
by the Group is in accordance with AASB 15;
Group against the requirements of the accounting
standard.
This area is a key audit matter due to:
•
the significance of revenue to the financial
report; and
• Reviewed contracts to verify the terms and
conditions within the agreements and review
management’s assessment against principles of
AASB 15;
• Performed detailed analytical procedures over
the Group’s revenue and compared actual
49
•
revenue being one of the key drivers to the
Group’s performance.
results to BDO’s expectations and prior year
performance;
• Enquired with management as to the
appropriateness of procedures in place to ensure
proper cut-off for revenue has been achieved;
• Substantively tested invoices and contracts
ensuring that revenue has been appropriately
recorded;
• Reviewed the credit notes issued post year
end; and
• Reviewed accounting policies and disclosures
including significant estimates and judgements
within the financial report in Note 1 (e), and Note
2 within the financial report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 31 December 2020, but does not include
the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
50
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 12 to 19 of the directors’ report for the
year ended 31 December 2020.
In our opinion, the Remuneration Report of Elsight Limited, for the year ended 31 December 2020,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Ashleigh Woodley
Director
Perth, 30 March 2021
51
ANNUAL REPORT 31 DECEMBER 2020
CORPORATE GOVERNANCE STATEMENT
ELSIGHT LIMITED
ABN 98 616 435 753
This Corporate Governance Statement is current to the date of signing the Directors’ report and has been approved by the
Board of the Company. This statement relates to the reporting period ending 31 December 2020.
This Corporate Governance Statement discloses the extent to which the Company follows the recommendations set by the
ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations 4th Edition
(Recommendations). The Recommendations are not mandatory, however where Recommendations have not been followed,
reasons for not following them have been provided, along with what (if any) alternative governance practices have been
adopted in lieu of the Recommendation.
The Company has adopted Corporate Governance Policies which provide written terms of reference for the Company’s
corporate governance practices. The Board of the Company has not yet formed an audit committee, nomination committee,
risk management committee or remuneration committee.
The Company’s Corporate Governance Policies are contained within the Corporate Governance Plan and available on the
Company’s website at www.el-sight.com
Principle 1: Lay solid foundations for management and oversight
Roles of the Board & Management
The role of the Board is to provide overall strategic guidance and effective oversight of management. The Board derives its
authority to act from the Company’s Constitution.
The Board is responsible for and has the authority to determine all matters relating to the strategic direction, policies,
practices, establishing goals for management and the operation of the Company. The Board delegates responsibility for the
day-to-day operations and administration of the Company to the Chief Executive Officer.
The role of management is to support the Chief Executive Officer and implement the running of the general operations and
financial business of the Company, in accordance with the delegated authority of the Board.
•
•
In addition to matters it is expressly required by law to approve, the Board has reserved the following matters to itself:
•
•
overseeing the Company, including its control and accountability systems;
appointment, evaluation, rewarding and if necessary the removal of the Managing Director (or equivalent), the
Company Secretary and senior management personnel;
ratifying the appointment, and where appropriate, the removal, of senior executives;
in conjunction with members of the senior management team, develop corporate objectives, strategies and operations
plans and approve and appropriately monitor plans, new investments, major capital and operating expenditures, use of
capital, acquisitions, divestitures and major funding activities;
•
establishing appropriate levels of delegation to the executive Directors to allow them to manage the business efficiently;
• monitoring actual performance against planned performance expectations and reviewing operating information at a
requisite level, to understand at all times the financial and operating conditions of the Company, including the reviewing
and approving of annual budgets;
• monitoring the performance of senior management, including the implementation of strategy, and ensuring appropriate
•
•
•
•
•
•
•
resources are available to them;
identifying areas of significant business risk and ensuring that the Company is appropriately positioned to manage those
risks;
overseeing the management of safety, occupational health and environmental matters;
satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and
financial performance of the Company for the period under review;
satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper
operational, financial, compliance, and internal control processes are in place and functioning appropriately;
ensuring that appropriate internal and external audit arrangements are in place and operating effectively;
reporting accurately to shareholders, on a timely basis; and
ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted,
and that its practice is consistent with, a number of guidelines including:
− Code of Conduct;
− Continuous Disclosure Policy;
− Diversity Policy;
− Performance Evaluation Practices;
− Procedures for Selection and Appointment of Directors;
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
52
ANNUAL REPORT 31 DECEMBER 2020
CORPORATE GOVERNANCE STATEMENT
ELSIGHT LIMITED
ABN 98 616 435 753
− Remuneration Policy;
− Risk Management Review Procedure and Internal Compliance and Control;
− Securities Trading Policy;
− Shareholders Communication Strategy; and
− Whistleblower Policy.
Subject to the specific authorities reserved to the Board under the Board Charter, the Board delegates to the Chief Executive
Officer responsibility for the management and operation of Elsight. The Chief Executive Officer is responsible for the day-to-
day operations, financial performance and administration of Elsight within the powers authorised and delegated to him from
time-to-time by the Board. Chief Executive Officer may make further delegation within the delegations specified by the Board
and will be accountable to the Board for the exercise of those delegated powers.
Further details of Board responsibilities, objectives and structure are set out in the Board Charter which is contained within
the Corporate Governance section on the Elsight website.
Board Committees
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation
of separate committees at this time including audit and risk, remuneration or nomination committees, preferring at this stage
of the Company’s development, to manage the Company through the full Board of Directors. The Board assumes the
responsibilities normally delegated to the audit and risk, remuneration and nomination Committees.
If the Company’s activities increase, in size, scope and nature, the appointment of separate committees will be reviewed by
the Board and implemented if considered appropriate.
Board Appointments
The Company undertakes comprehensive reference checks prior to appointing a director or putting that person forward as a
candidate to ensure that person is competent, experienced, and would not be impaired in any way from undertaking the
duties of director. The Company provides relevant information to shareholders for their consideration about the attributes
of candidates together with whether the Board supports the appointment or re-election.
The terms of the appointment of a non-executive director, executive directors and senior executives are agreed upon and set
out in writing at the time of appointment.
The Company Secretary
The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper
functioning of the Board, including agendas, Board papers and minutes, advising the Board and its Committees (as applicable)
on governance matters, monitoring that the Board and, when applicable, Committee policies and procedures are followed,
communication with regulatory bodies and the ASX as well as statutory and other filings.
Diversity
The Board has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable
diversity objectives, including in respect to gender, age, ethnicity and cultural diversity. The Diversity Policy allows the Board
to set measurable gender diversity objectives (if considered appropriate) and to assess annually both the objectives (if any
have been set) and the Company’s progress towards achieving them.
The Board considers that, due to the size, nature and stage of development of the Company, setting measurable objectives for
the Diversity Policy at this time is not appropriate. The Board will consider setting measurable objectives as the Company
increases in size and complexity.
The participation of women in the Company at the date of this report is as follows:
• Women employees in the Company
• Women in senior management positions
• Women on the Board
17%
0%
0%
The Company’s Diversity Policy is available on its website.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
53
ELSIGHT LIMITED
ABN 98 616 435 753
ANNUAL REPORT 31 DECEMBER 2020
CORPORATE GOVERNANCE STATEMENT
Board & Management Performance Review
On a periodic basis, the Board conducts a review of its structure, composition and performance.
The periodic review includes consideration of the following measures:
•
•
•
•
•
•
comparison of the performance of the Board against the requirements of the Board charter;
assessment of the performance of the Board over the previous twelve months having regard to the corporate
strategies, operating plans and the annual budget;
review the Board’s interaction with management;
identification of any particular goals and objectives of the Board for the next year;
review the type and timing of information provided to the directors; and
identification of any necessary or desirable improvements to Board or committee charters.
The method and scope of the performance evaluation will be set by the Board and may include a Board self-assessment
checklist to be completed by each Director. The Board may also use an independent adviser to assist in the review.
The Chairman has primary responsibility for conducting performance appraisals of Non-Executive Directors, in conjunction
with them, having particular regard to:
•
•
•
•
• membership of and contribution to any Board committees; and
•
contribution to Board discussion and function;
degree of independence including relevance of any conflicts of interest;
availability for and attendance at Board meetings and other relevant events;
contribution to Company strategy;
suitability to Board structure and composition.
A full board performance evaluation was not undertaken during the reporting period, however, the Board reviewed the mix of
the Board leading to the appointment of a new Director in early 2020 and intends to undertake a performance review during
the first half of 2021.
The Board conducts an annual performance assessment of the Chief Executive Officer against agreed key performance
indicators. A formal appraisal of the Chief Executive Officer has not been conducted during the financial year as the Chief
Executive Officer was appointed on 1 November 2020.
The Chief Executive Officer conducts an annual performance assessment of senior executives against agreed key
performance indicators.
Independent Advice
Directors have a right of access to all Company information and executives. Directors are entitled, in fulfilling their duties and
responsibilities, to seek independent external professional advice as considered necessary at the expense of the Company,
subject to prior consultation with the Chairman. A copy of any such advice received is made available to all members of the
Board.
Principle 2: Structure the board to add value
Board Composition
During the financial year and as at the date of this report the Board was comprised of the following members:
Ret Gen Ami Shafran
Mr Nir Gabay
Mr Howard Digby
Mr David Furstenberg
Mr Raj Logaraj
Mr Peter Marks
Non-Executive Chairman (appointed 2 June 2017)
Managing Director (appointed 2 June 2017,
resigned 7 October 2020)
Non-Executive Director (appointed 13 December 2016)
Executive Director (appointed 2 June 2017)
Non-Executive Director (appointed 1 August 2018, resigned 7 January
2020)
Non-Executive Director (appointed 9 January 2020)
The Board is comprised of a majority of Non-Executive Directors.
Elsight has adopted a definition of 'independence' for Directors that is consistent with the Recommendations.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
54
ELSIGHT LIMITED
ABN 98 616 435 753
ANNUAL REPORT 31 DECEMBER 2020
CORPORATE GOVERNANCE STATEMENT
Board Selection Process
The Board considers that a diverse range of skills, backgrounds, knowledge and experience is required in order to effectively
govern Elsight. The Board believes that orderly succession and renewal contributes to strong corporate governance and is
achieved by careful planning and continual review.
The Board is responsible for the nomination and selection of directors. The Board reviews the size and composition of the
Board regularly and at least once a year as part of the Board evaluation process.
The Board has established a Board Skills Matrix. The Board Skills Matrix includes the following areas of knowledge and
expertise:
•
•
•
•
•
•
strategic expertise;
specific industry knowledge;
accounting and finance;
risk management;
experience with financial markets; and
investor relations.
Induction of New Directors and Ongoing Development
New Directors are issued with a formal Letter of Appointment that sets out the key terms and conditions of their appointment,
including Director's duties, rights and responsibilities, the time commitment envisaged, and the Board's expectations
regarding involvement with any Committee work.
An induction program is in place and new Directors are encouraged to engage in professional development activities to
develop and maintain the skills and knowledge needed to perform their role as Directors effectively.
Principle 3: Act ethically and responsibly
The Company has implemented a Code of Conduct, which provides a framework for decisions and actions in relation to ethical
conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a
duty of care to all employees, clients and stakeholders.
All employees and Directors are expected to:
respect the law and act in accordance with it;
•
• maintain high levels of professional conduct;
•
•
•
•
respect confidentiality and not misuse Company information, assets or facilities;
avoid real or perceived conflicts of interest;
act in the best interests of shareholders;
by their actions contribute to the Company’s reputation as a good corporate citizen which seeks the respect of the
community and environment in which it operates;
perform their duties in ways that minimise environmental impacts and maximise workplace safety;
exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their workplace and with
customers, suppliers and the public generally; and
act with honesty, integrity, decency and responsibility at all times.
•
•
•
An employee that breaches the Code of Conduct may face disciplinary action including, in the cases of serious breaches,
dismissal. If an employee suspects that a breach of the Code of Conduct has occurred or will occur, he or she must report that
breach to the Company Secretary, or in their absence, the Chairman. No employee will be disadvantaged or prejudiced if he or
she reports in good faith a suspected breach under the terms of the Company’s Whistleblower Policy. All reports will be acted
upon and kept confidential.
Principle 4: Safeguard integrity in corporate reporting
The Board as a whole fulfills to the functions normally delegated to the Audit Committee as detailed in the Audit Committee
Charter.
The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor
when any vacancy arises. Candidates for the position of external auditor must demonstrate complete independence from the
Company throughout the engagement period. The Board may otherwise select an external auditor based on criteria relevant
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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ELSIGHT LIMITED
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ANNUAL REPORT 31 DECEMBER 2020
CORPORATE GOVERNANCE STATEMENT
to the Company’s business and circumstances. The performance of the external auditor is reviewed on an annual basis by the
Board.
The Board receives regular reports from management and from external auditors. It also meets with the external auditors as
and when required.
The external auditors attend Elsight's AGM and are available to answer questions from security holders relevant to the audit.
Prior approval of the Board must be gained for non-audit work to be performed by the external auditor. There are qualitative
limits on this non-audit work to ensure that the independence of the auditor is maintained.
There is also a requirement that the lead engagement partner responsible for the audit not perform in that role for more than
five years.
The unaudited periodic corporate reports released to the market go through a detailed review process by the Director of Finance,
followed by the Chief Executive Officer and Chief Financial Officer. The final reports are then reviewed and approved by the Board
for release.
CEO and CFO Certifications
The Board, before it approves the entity’s financial statements for a financial period, receives from its CEO and CFO (or, if
none, the persons fulfilling those functions) a declaration provided in accordance with Section 295A of the Corporations Act
that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements
comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of
the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control
which is operating effectively.
Principle 5: Make timely and balanced disclosure
The Company has a Continuous Disclosure Policy which outlines the disclosure obligations of the Company as required under
the ASX Listing Rules and Corporations Act. The policy is designed to ensure that procedures are in place so that the market
is properly informed of matters which may have a material impact on the price at which Company securities are traded.
The Board considers whether there are any matters requiring disclosure in respect of each and every item of business that it
considers in its meetings. Individual Directors are required to make such a consideration when they become aware of any
information in the course of their duties as a Director of the Company.
The Company is committed to ensuring all investors have equal and timely access to material information concerning the
Company.
The Board has designated the Company Secretary as the person responsible for communicating with the ASX. All key
announcements at the discretion of the Chief Executive Officer are to be circulated to and reviewed by all members of the Board.
The Chairman, the Board, Chief Executive Officer and the Company Secretary are responsible for ensuring that:
a)
company announcements are made in a timely manner, that announcements are factual and do not omit any material
information required to be disclosed under the ASX Listing Rules and Corporations Act; and
company announcements are expressed in a clear and objective manner that allows investors to assess the impact of
the information when making investment decisions.
b)
Principle 6: Respect the rights of security holders
The Company recognises the value of providing current and relevant information to its shareholders. The Board of the
Company aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of
affairs.
The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is
committed to:
•
communicating effectively with shareholders through releases to the market via ASX, the company website, information
posted or emailed to shareholders and the general meetings of the Company;
giving shareholders ready access to clear and understandable information about the Company; and
•
• making it easy for shareholders to participate in general meetings of the Company.
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ELSIGHT LIMITED
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CORPORATE GOVERNANCE STATEMENT
The Company also makes available a telephone number and email address for shareholders to make enquiries of the
Company. These contact details are available on the “Corporate Directory” page of the Company’s website.
Shareholders may elect to, and are encouraged to, receive communications from Elsight, and Elsight's securities registry,
electronically. The contact details for the registry are available on the “Corporate Directory” page of the Company’s website.
The Company maintains information in relation to its Constitution, governance documents, Directors and senior executives,
Board and committee charters, annual reports and ASX announcements on the Company’s website.
Principle 7: Recognise and manage risk
The Board is committed to the identification, assessment and management of risk throughout Elsight's business activities.
The Board is responsible for the oversight of the Company’s risk management and internal compliance and control framework.
The Company does not have an internal audit function. Responsibility for control and risk management is delegated to the
appropriate level of management within the Company with the Chief Executive Officer having ultimate responsibility to the
Board for the risk management and internal compliance and control framework. Elsight has established policies for the oversight
and management of material business risks.
Elsight's Risk Management and Internal Compliance and Control Policy recognises that risk management is an essential element
of good corporate governance and fundamental in achieving its strategic and operational objectives. Risk management
improves decision making, defines opportunities and mitigates material events that may impact security holder value.
Elsight believes that explicit and effective risk management is a source of insight and competitive advantage. To this end,
Elsight is committed to the ongoing development of a strategic and consistent enterprise wide risk management program,
underpinned by a risk conscious culture.
Elsight accepts that risk is a part of doing business. Therefore, the Company’s Risk Management and Internal Compliance and
Control Policy is not designed to promote risk avoidance. Rather, Elsight's approach is to create a risk conscious culture that
encourages the systematic identification, management and control of risks whilst ensuring we do not enter into unnecessary
risks or enter into risks unknowingly.
Elsight assesses its risks on a residual basis; that is it evaluates the level of risk remaining taking into account all the mitigation
practices and controls which are in place. Depending on the materiality of the risks, Elsight applies varying levels and types of
management plans.
The Board has required management to design and implement a risk management and internal compliance and control system
to manage Elsight’s material business risks. It receives regular reports on specific business areas where there may exist
significant business risk or exposure. The Company faces risks inherent to its business, including economic risks, which may
materially impact the Company’s ability to create or preserve value for security holders over the short, medium or long term.
The Company has in place policies and procedures, including a risk management framework (as described in the Company’s
Risk Management and Internal Compliance and Control Policy), which is developed and updated to help manage these risks.
The Board does not consider that the Company currently has any material exposure to environmental or social sustainability
risks.
The Company’s process of risk management and internal compliance and control includes:
•
identifying and measuring risks that might impact upon the achievement of the Company’s goals and objectives, and
monitoring the environment for emerging factors and trends that affect those risks;
formulating risk management strategies to manage identified risks, and designing and implementing appropriate risk
management policies and internal controls; and
•
• monitoring the performance of, and improving the effectiveness of, risk management systems and internal
compliance and controls, including regular assessment of the effectiveness of risk management and internal
compliance and control.
The Board reviews the Company’s risk management framework at least annually to ensure that it continues to effectively
manage risk.
Management reports to the Board as to the effectiveness of Elsight’s management of its material business risks at each Board
meeting.
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ELSIGHT LIMITED
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CORPORATE GOVERNANCE STATEMENT
Principle 8: Remunerate fairly and responsibly
The Board as a whole fulfills the functions normally delegated to the Remuneration Committee as detailed in the
Remuneration Committee Charter.
Elsight has implemented a Remuneration Policy which was designed to recognise the competitive environment within which
Elsight operates and also emphasise the requirement to attract and retain high caliber talent in order to achieve sustained
improvement in Elsight’s performance. The overriding objective of the Remuneration Policy is to ensure that an individual’s
remuneration package accurately reflects their experience, level of responsibility, individual performance and the
performance of Elsight.
The key principles are to:
•
review and approve the executive remuneration policy to enable the Company to attract and retain executives and
Directors who will create value for shareholders;
ensure that the executive remuneration policy demonstrates a clear relationship between key executive performance
and remuneration;
fairly and responsibly reward executives having regard to the performance of the Group, the performance of the
executive and the prevailing remuneration expectations in the market;
remunerate fairly and competitively in order to attract and retain top talent;
recognise capabilities and promote opportunities for career and professional development; and
review and approve equity based plans and other incentive schemes to foster a partnership between employees and
other security holders.
•
•
•
•
•
The Board determines the Company’s remuneration policies and practices and assesses the necessary and desirable
competencies of Board members. The Board is responsible for evaluating Board performance, reviewing Board and
management succession plans and determines remuneration packages for the Chief Executive Officer, Non-Executive
Directors and senior management based on an annual review.
Elsight’s executive remuneration policies and structures and details of remuneration paid to directors and key management
personnel (where applicable) are set out in the Remuneration Report.
Non-Executive Directors receive fees (including statutory superannuation where applicable) for their services, the
reimbursement of reasonable expenses and, in certain circumstances options.
The maximum aggregate remuneration for Non-Executive Directors is $300,000 per annum as disclosed within the Company’s
constitution. The Directors set the individual Non-Executive Directors fees within the limit approved by shareholders.
Executive directors and other senior executives (where appointed) are remunerated using combinations of fixed and
performance based remuneration. Fees and salaries are set at levels reflecting market rates and performance based
remuneration is linked directly to specific performance targets that are aligned to both short and long term objectives.
The Company prohibits Directors and employees from entering into any transaction that would have the effect of hedging or
otherwise transferring the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities to any
other person.
Further details in relation to the company’s remuneration policies are contained in the Remuneration Report, within the
Directors’ report.
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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ELSIGHT LIMITED
ABN 98 616 435 753
ANNUAL REPORT 31 DECEMBER 2020
ADDITIONAL ASX INFORMATION
The shareholder information set out below was applicable as at 17 March 2021.
As at 17 March 2021 there were 133,341,582 ordinary fully paid shares held by 1,115 individual shareholders.
VOTING RIGHTS
The voting rights of the ordinary shares are as follows:
(a)
(b)
(c)
at meetings of members each member entitled to vote may vote in person or by proxy or attorney;
on a show of hands each person present who is a member has one vote; and
on a poll each person present in person or by proxy or by attorney has one vote for each ordinary share held.
There are no voting rights attached to any of the options that the Company currently has on issue. Upon exercise of these
options, the shares issued will have the same voting rights as existing ordinary shares.
TWENTY LARGEST SHAREHOLDERS
The names of the twenty largest holders of each class of listed securities are listed below:
Ordinary Full Paid Shares
Holder Name
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
IBI TRUST MANAGEMENT
CS THIRD NOMINEES PTY LIMITED
JB TORO PTY LTD
MR NIR GABAY
CS FOURTH NOMINEES PTY LIMITED
IBI TRUST MANAGEMENT
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
RIGI INVESTMENTS PTY LIMITED
NATIONAL NOMINEES LIMITED
TENBAGGA RESOURCES PTY LTD
THE LF POINT PTY LTD
LAMMA NOMINEES PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
AWZ HLS INVESTMENT FUND I LP
SM HOLDING FUND LTD
UBS NOMINEES PTY LTD
ALBION HAWTHORN PTY LTD
MR JASON FRANCO BATTISTESSA
Totals: Top 20 holders of Issued Capital
Total Remaining Holders Balance
Totals
Holding
21,000,898
11,469,369
10,932,974
% of Issued
Share Capital
15.75%
8.60%
8.20%
9,308,833
8,641,000
3,831,500
2,896,694
2,894,775
2,531,289
2,512,000
2,256,172
1,786,360
1,770,000
1,750,000
1,621,298
1,500,000
1,460,000
1,434,656
1,324,500
1,240,000
6.98%
6.48%
2.87%
2.17%
2.17%
1.90%
1.88%
1.69%
1.34%
1.33%
1.31%
1.22%
1.12%
1.09%
1.08%
0.99%
0.93%
92,162,318
41,179,264
133,341,582
69.12%
30.88%
100.00%
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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ELSIGHT LIMITED
ABN 98 616 435 753
ANNUAL REPORT 31 DECEMBER 2020
SUBSTANTIAL HOLDERS
The names of the substantial shareholders disclosed to the Company as substantial shareholders as at 17 March 2021 are:
Name
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
IBI TRUST MANAGEMENT
CS THIRD NOMINEES PTY LIMITED
JB TORO PTY LTD
No of Shares Held
% of Issued Share Capital
21,000,898
11,469,369
10,932,974
9,308,833
8,641,000
15.75%
8.60%
8.20%
6.98%
6.48%
DISTRIBUTION SCHEDULE
A. DISTRIBUTION OF EQUITY SECURITIES
The distribution of issued capital as at 17 March 2021 were as follows:
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
Totals
Number of
shareholders
Number of
ordinary shares
% of Issued Share
Capital
139
291
158
426
101
75,556
802,376
1,250,700
14,319,154
116,893,796
1,115
133,341,582
0.06%
0.60%
0.94%
10.74%
87.66%
100.00%
There were 153 holders with unmarketable parcels totalling 90,505 shares based on the share price as at close of business on
17 March 2021.
B. DISTRIBUTION OF QUOTED OPTIONS - ELSO - OPTIONS EXPIRING 18 JUNE 2021 @ $1.00
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
Totals
Number of holders
Number of
options
% of Issued Capital
1
20
27
75
12
297
61,256
216,772
2,379,507
4,220,881
135
6,878,983
0.00%
0.89%
3.15%
34.59%
61.36%
100.00%
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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ELSIGHT LIMITED
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ANNUAL REPORT 31 DECEMBER 2020
C. DISTRIBUTION OF QUOTED OPTIONS - ELSOA - OPTIONS EXPIRING 31 MARCH 2023 @ $0.90
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
Totals
Number of holders
Number of
options
% of Issued Capital
131
120
48
104
32
435
61,636
310,925
349,557
3,657,800
18,842,735
23,222,653
0.27%
1,34%
1.51%
15.75%
81.14%
100.00%
RESTRICTED SECURITIES
As at 17 March 2021 no shares are held under escrow.
TWENTY LARGEST QUOTED OPTION HOLDERS
Security class:
ELSO - OPTIONS EXPIRING 18 JUNE 2021 @ $1.00
Position
Holder Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
16
BNP PARIBAS NOMINEES PTY LTD
TENBAGGA RESOURCES PTY LTD
MR IAN JAMES ARATHOON
KEVIN BORG HOLDINGS PTY LTD
MR VINCENT ALEXANDRE SWINNEN
MR MICHAEL BENEDICT COOKSON
MR HUGH LESLIE NANKERVIS
GLENEAGLE SECURITIES (AUST) PTY LTD
CS FOURTH NOMINEES PTY LIMITED
MR SCHNEUR ZALMAN SEEWALD
THE LF POINT PTY LTD
FINK INK PTY LTD
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
HALIFAX SOLUTIONS LIMITED
JUSTIN TERENCE ROSENBERG
REBEL PROPERTY GROUP PTY LTD
LIGON 205 PTY LTD
Holding
% of Issued Capital
1,006,929
14.64%
854,300
12.42%
590,000
8.58%
300,000
4.36%
269,135
240,000
216,960
203,835
173,611
130,000
125,000
111,111
100,000
99,703
95,036
69,444
3.91%
3.49%
3.15%
2.96%
2.52%
1.89%
1.82%
1.62%
1.45%
1.45%
1.38%
1.01%
69,444
1.01%
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ELSIGHT LIMITED
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ANNUAL REPORT 31 DECEMBER 2020
16
16
17
18
19
20
SPINITE PTY LTD
MR NICHOLAS CHARLES DEVERELL POWNALL
MR BENJAMIN M HAGE
HALIFAX SOLUTIONS LIMITED
LTL CAPITAL PTY LTD
MR DANIEL FREDRICK CONRICK
Total
69,444
69,444
65,000
60,000
59,444
54,011
1.01%
1.01%
0.94%
0.87%
0.86%
0.79%
5,031,851
73.15%
Total issued capital - selected security class(es)
6,878,983
100.00%
TWENTY LARGEST QUOTED OPTION HOLDERS
Security class:
ELSOA - OPTIONS EXPIRING 31 MARCH 2023 @ $0.90
Position
Holder Name
1
2
3
4
5
6
7
8
9
10
10
10
11
12
13
14
15
16
17
18
19
20
MR MICHAEL SOUCIK & MRS HEATHER SOUCIK
MR NIR GABAY
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
MR NICHOLAS DERMOTT MCDONALD
MR GORDON JOHN MERCHANT &
MR DENIS GRAHAM POINTING
MR BENJAMIN M HAGE
MR IAN JAMES ARATHOON
MR DANIEL FREDRICK CONRICK
MR MARK DOUGLAS KEMPE
SANDWICH HOLDINGS PTY LTD
MR JAMES CHEN
ROOKHARP CAPITAL PTY LIMITED
RIGI INVESTMENTS PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
TDF PROPERTIES PTY LTD
MR PAUL HENRI VERON & MRS JULIE ANNE VERON
POINTING ENTERPRISES PTY LTD
SILVERWOOD CORPORATION PTY LTD
Holding
% of Issued Capital
8,231,188
35.44%
1,500,000
1,468,162
1,416,863
700,000
447,475
360,521
350,000
308,000
300,000
300,000
300,000
298,889
257,083
255,796
250,000
200,000
155,000
150,000
6.46%
6.32%
6.10%
3.01%
1.93%
1.55%
1.51%
1.33%
1.29%
1.29%
1.29%
1.29%
1.11%
1.10%
1.08%
0.86%
0.67%
0.65%
BNP PARIBAS NOMINEES PTY LTD
145,367
0.63%
NATIONAL NOMINEES LIMITED
MR DANIEL FREDRICK CONRICK & MRS SANDRA CONRICK
Total
136,100
130,000
0.59%
0.56%
17,660,444
76.05%
Total issued capital - selected security class(es)
23,222,653
100.00%
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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ELSIGHT LIMITED
ABN 98 616 435 753
ANNUAL REPORT 31 DECEMBER 2020
UNQUOTED SECURITIES
As at 17 March 2021, the following unquoted securities are on issue:
Security Code
Security Name
Total Holders
Total Holdings
ELSOPT02
ELSOPT03
ELSOPT04
ELSOPT06
ELSOPT07
ELSOPT08
ELSOPT09
ELSOPT10
ELSOPT12
ELSOPT13
ELSOPT14
ELSOPT15
ELSPO1
ELSPO2
ELSEO2
ELSEO3
ELSEO4
ELSEO5
TOTAL
OPTIONS EXP 02/06/22 @ $0.20
OPTIONS EXPIRING 9 OCTOBER 2022 @ $0.60
OPTIONS EXPIRING 14 NOVEMBER 2022 @ $1.08
OPTIONS EXPIRING 31 JULY 2023 @ $0.675
OPTIONS EXPIRING 31 JULY 2023 @ $0.60
OPTIONS EXPIRING 9 OCTOBER 2022 @ $0.60
OPTIONS EXPIRING 1 DECEMBER 2023 @ $0.60
OPTIONS EXPIRING 23 JUNE 24 @ $0.35
OPTIONS EXPIRING 23 APRIL 2025 @ $0.28
OPTIONS EXPIRING 15 MAY 2025 @ $0.34
OPTIONS EXPIRING 12 JUNE 2025 @ $0.32
OPTIONS EXPIRING 1 FEBRUARY 2026 @ $0.43
PERF OPTS @ 20C EX 5YRS FROM 02/06/17
PERF OPT @ 20C EX 5YRS FROM 02/06/17
EMPLOYEE OPTIONS EXPIRING 4 MARCH 2023 @ AU$0.745
EMPLOYEE OPTIONS EXPIRING 27 JULY 2025 @ AU$0.30
EMPLOYEE OPTIONS EXPIRING 12 OCTOBER 2025 @
AU$0.54
EMPLOYEE OPTIONS EXPIRING 9 MARCH 2026 @ AU$0.52
1
7
1
7
2
4
1
3
19
3
1
4
1
1
1
1
1
1
59
ON-MARKET BUY BACK
There is currently no on-market buyback program.
8,608,000
125,000
25,000
117,000
200,000
460,000
50,000
145,000
1,750,000
150,000
100,000
210,000
7,985,000
135,000
12,000
75,000
100,000
180,000
20,427,000
ELSIGHT LIMITED | ABN 98 616 435 753 | ANNUAL FINANCIAL REPORT | 31 DECEMBER 2020
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