Kyckr Limited
ABN 38 609 323 257
Financial Statements
For the period 16 November 2015 to 30 June 2016
Kyckr Limited
ABN 38 609 323 257
Contents
For the period 16 November 2015 to 30 June 2016
Financial Statements
Directors’ report
Auditors independence declaration under Section 308C of the Corporations Act 2001
Independent audit report
Directors’ declaration
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Page
1
8
9
11
12
13
14
15
16
Kyckr Limited ABN 38 609 323 257
Directors’ report
The Directors of Kyckr Limited (‘Kyckr’) present their Report together with the financial statements of
Kyckr (‘the Company’) for the period 16 November 2015 to 30 June 2016.
Directors’ details
The following persons were directors of Kyckr Limited during or since the end of the financial period:
Mr Albert YL Wong (appointed 16 November 2015)
Mr David Cassidy (appointed 16 November 2015)
Mr Benjamin Cronin (appointed 16 November 2015)
Mr Robert Leslie (appointed 16 November 2015)
Mr John Walsh (appointed 11 April 2016)
Principal activities
The principal activity of the Company during the financial period was that of a non-trading entity with a
view to complete a successful initial public offering.
There have been no significant changes in the nature of these activities during the financial period.
Review of operations and financial results
A review of the operations of the company during the financial period and the results of those
operations show that the Company was established on 16 November 2015 to complete an initial
public offering. The Company completed the following during the financial period:
Issued 34,615,385 shares for consideration of $1,501,966 before capital raising costs; and
Entered into a convertible note facility agreement with Global Business Register Limited
("GBR") (a Company incorporated in Ireland) of which GBR has drawn down $349,785.
Significant changes in the state of affairs
There have been no significant changes in the state of affairs of the Company during the period.
Dividends
No dividends were paid or declared since the start of the financial period. No recommendation for
payment of dividends has been made.
Events arising since the end of the reporting period
On 1 July 2016, shareholders approved at the Extraordinary General Meeting, the selective reduction
in capital of 5,912,885 ordinary shares for consideration of $591.29 which was completed on 15 July
2016.
Apart from the share buyback, there are no other matters or circumstances that have arisen since the
end of the year that have significantly affected or may significantly affect either:
the entity’s operations in future financial years
the results of those operations in future financial years; or
the entity’s state of affairs in future financial years
Likely developments and expected results of operations
Information on likely developments in the operations of the Company and the expected results of
operations have not been included in this report because the directors believe it would be likely to
result in unreasonable prejudice to the Company.
1
Kyckr Limited ABN 38 609 323 257
Directors’ report
Information on directors
Mr. Albert Yueling Wong
Albert has more than 30 years’ experience in stockbroking and investment banking. He has worked
for Merrill Lynch in Sydney and was a Member of the Australian Securities Exchange. He has been
instrumental in the listing of numerous small cap companies and served on the boards of the same
and others over the years. Currently he serves as Deputy Chairman of Prima Biomed Limited, he is a
Fellow of the Australian Institute of Company Directors, Fellow of FINSIA and a Member (Master
Stockbroker) of the Stockbrokers Association of Australia.
Albert ’s philanthropic endeavours include serving on the UNSW Foundation Board of Directors,
acting President for the University of Sydney’s Physics Foundation (appointed as an Honorary Life
Governor of the Foundation), and serving on the Board of Directors of the Children’s Medical
Research Institute and its foundation.
Albert is Deputy Chairman of Prima BioMed Limited. During the past three years he has also served
as a director of Winmar Resources Limited and Kimberly Diamonds Limited.
Mr. Benjamin Michael Cronin
Ben is a founder, CEO and Director of Global Business Register Limited. He fulfills the combined
roles of managing all operating activities, personnel and developing prospects and clients.
Ben was a professional Rugby Union player, playing for Munster and Ireland. Prior to setting up GBR,
Ben was a successful property developer including bid management roles on Primary Healthcare
Centre Projects and a Co- Location Hospital (Public Private Partnerships) Project.
During the past three years Benjamin has not served as a director of any other listed company.
Mr. David Gerard Cassidy
David has more than 25 years’ experience working in Australia, New Zealand, Asia, Europe and the
US in banking, media, new media and Information Communications and Technology. He has worked
for Australia’s most prolific entrepreneurs, Kerry and James Packer.
He has worked for Citicorp, PricewaterhouseCoopers, Siemens, Consolidated Press Holdings
Investments and Publishing Broadcast Limited. He has advised boards, served as CEO on an ASX-
listed business and held many executive roles. He is well versed in Business Development, M&A,
Marketing and Finance.
During the past three years David has not served as a director of any other listed company.
Mr. Robert Henry Leslie
Robert is an electronics engineer by profession and a co- founder of Global Business Register
Limited. Robert has worked internationally for Dell in Japan.
Rob is a mentor with Enterprise Ireland’s network, providing support to high potential start-up
entrepreneurs. He is also the founder of Sedicii, which provides 4th level identity protection online,
mobile and through call centres.
Rob is a source of innovation and strategy in technology products. He was recently selected by the
World Economic Forum as a Technology Pioneer for 2015 and invited to talk at Davos.
During the past three years Robert has not served as a director of any other listed company.
2
Kyckr Limited ABN 38 609 323 257
Directors’ report
Mr. John Gerard Walsh
John is currently Managing Director of Spiecapag Australia (SCA), which specialises in the delivery of
onshore infrastructure for the oil, gas and water industry. John brings important skills to the board
including project and change management, risk management and cost control.
During the past three years John has not served as a director of any other listed company.
Company Secretary
David Cassidy was appointed Company Secretary on 16 November 2015 and resigned on 11 April
2016.
Karl Pechmann was appointed Company Secretary on 11 April 2016. Karl is a Chartered Accountant
and Chartered Company Secretary. He has more than 15 years of diverse business experience
across a range of industries including media, labour hire and biotechnology. He commenced his
career with KPMG where he gained experience in audit, business advisory and corporate finance
roles across a range of clients and industries. He has held senior finance positions at both ASX-listed
and multi-national companies, being involved in M&A activity, strategic reviews and performance
improvement initiatives.
Directors’ meetings
The number of Directors Meetings held during the year, and the number of meetings attended by
each Director is as follows:
Directors’ name
Albert YL Wong
David Cassidy
Benjamin Cronin
Robert Leslie
John Walsh
Board meetings
Number
eligible
to attend
Number
attended
4
4
4
4
2
3
4
4
4
2
Remuneration Report (audited)
The Directors of Kyckr Limited (‘the Company’) present the Remuneration Report for Non-Executive
Directors, Executive Directors and other Key Management Personnel, prepared in accordance with
the Corporations Act 2001 and the Corporations Regulations 2001.
3
Kyckr Limited ABN 38 609 323 257
Directors’ report
Directors and key management personnel disclosed in this report
Name
Position
Mr Albert Wong
Non – Executive Chairman
Mr David Cassidy
Executive Director & Chief Executive Officer
Mr Benjamin Cronin
Executive Director
Mr Robert Leslie
Mr John Walsh
Executive Director
Non – Executive Director
Key management personnel
Mr Karl Pechmann
Company Secretary
The Remuneration Report is set out under the following main headings:
a Principles used to determine the nature and amount of remuneration;
b Details of remuneration;
c Service agreements;
d Share-based remuneration.
a Principles used to determine the nature and amount of remuneration
The principles of the Company’s executive strategy and supporting incentive programs and
frameworks are:
to align rewards to business outcomes that deliver value to shareholders;
to drive a high performance culture by setting challenging objectives and rewarding high
performing individuals; and
to ensure remuneration is competitive in the relevant employment market place to support the
attraction, motivation and retention of executive talent.
Kyckr Limited has structured a remuneration framework that is market competitive and
complementary to the reward strategy of the Company.
The remuneration structure that has been adopted by the Company consists of the following
components:
fixed remuneration being annual salary; and
short term incentives, being bonuses.
The Board assess the appropriateness of the nature and amount of remuneration on a periodic basis
by reference to recent employment market conditions with the overall objective of ensuring maximum
stakeholder benefit from the retention of a high quality Board and Executive Team.
The payment of bonuses, share options and other incentive payments are reviewed by the Board
annually as part of the review of executive remuneration. All bonuses, options and incentives must be
linked to pre-determined performance criteria.
4
Kyckr Limited ABN 38 609 323 257
Directors’ report
b Details of remuneration
Details of the nature and amount of each element of the remuneration of each Key Management
30-Jun-16
Short-term Benefits
Cash
salary
Cash
bonus Monetary
Non
and fees
Post
Employment
Benefits
Super-
annuation
$
$
$
$
Mr A Wong
Mr D Cassidy
Mr B Cronin
Mr R Leslie
Mr J Walsh
Other Key Management Personnel
Mr K Pechmann
5,000
-
-
-
5,000
28,358
-
-
-
-
-
-
Total remuneration
Personnel (KMP) of the Company are shown in the table above.
38,358
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Long-
term
Benefits
Long
service
leave
$
-
-
-
-
-
-
-
Total
$
5,000
-
-
-
5,000
28,358
38,358
During the financial period ended 30 June 2016, consulting fees in the amount of $143,000 (inclusive
of GST) were paid to Boomerang Capital Pty Limited, a company associated with Mr Albert Wong and
Mr David Cassidy in relation to management services.
The relative proportions of remuneration that are linked to performance and those that are fixed are
as follows:
Name
Fixed remuneration At risk – STI
At risk – options
Executive Directors
David Cassidy
Benjamin Cronin
Robert Leslie
100%
100%
100%
Other Key Management Personnel
Karl Pechmann
100%
c Service agreements
-
-
-
-
-
-
-
-
As at the date of this financial report, there are no service agreements in place for the Executive
Directors and other Key Management Personnel. Service agreements will commence upon a
successful initial public offering.
5
Kyckr Limited ABN 38 609 323 257
Directors’ report
d Share based remuneration
No share based remuneration was granted during the financial period ended 30 June 2016.
Shares held by key management personnel
The number of ordinary shares in the Company during the 2016 reporting period held by each of the
Company’s key management personnel, including their related parties, is set out below:
Year ended 30 June 2016
Personnel
A Wong
D Cassidy
B Cronin
R Leslie
J Walsh
K Pechmann
Balance
at start
of period
Granted as
remuneration
Received on
exercise
Other
changes
Held at the
end of
reporting
period
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,057,692
7,057,692
7,057,691
7,057,691
1
1
1
1
250,000
150,000
250,000
150,000
14,515,385
14,515,385
None of the shares included in the table above are held nominally by key management personnel.
END OF REMUNERATION REPORT.
Environmental legislation
The Company’s operations are not subject to any particular or significant environmental regulation
under a law of the Commonwealth or of a State or Territory in Australia.
Indemnities given to, and insurance premiums paid for, auditors and officers
Insurance of officers
During the period, the Company paid a premium to insure officers of the Company. The officers of the
Company covered by the insurance policy including all Directors.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings
that may be brought against the officers in their capacity as officers of the Company, and any other
payments arising from liabilities incurred by the officers in connection with such proceedings, other
than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the
improper use by the officers of their position or of information to gain advantage for themselves or
someone else to cause detriment to the Company.
Details of the amount of the premium paid in respect of insurance policies are not disclosed as such
disclosure is prohibited under the terms of the contract.
The Company has not otherwise, during or since the end of the financial period, except to the extent
permitted by law, indemnified or agreed to indemnify any current or former officer of the Company
against a liability incurred as such by an officer.
6
Kyckr Limited ABN 38 609 323 257
Directors’ report
Indemnities given to, and insurance premiums paid for, auditors and officers (continued)
Indemnity of auditors
The Company has not during or since the financial year indemnified or agreed to indemnify the
auditor of the Company or any related entity against a liability incurred by the auditor.
Non-audit services
During the period, Nexia Court & Co., the Company’s auditors, performed certain other services in
addition to their statutory audit duties.
The Board has considered the non-audit services provided during the year by the auditor and, is
satisfied that the provision of those non-audit services during the year is compatible with, and did not
compromise, the auditor independence requirements of the Corporations Act 2001 for the following
reasons:
all non-audit services were subject to the corporate governance procedures adopted by the
Company and have been reviewed by the Board to ensure they do not impact upon the
impartiality and objectivity of the auditor
the non-audit services do not undermine the general principles relating to auditor independence
as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve
reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity
for the Company, acting as an advocate for the Company or jointly sharing risks and rewards
Details of the amounts paid to the auditors of the Company, Nexia Court & Co., and its related
practices for audit and non-audit services provided during the year are set out in Note 18 to the
financial statements.
A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations
Act 2001 is included on page 8 of this financial report and forms part of this Directors’ Report.
Proceedings of behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a
party, for the purpose of taking responsibility on behalf of the Company for all or part of those
proceedings.
Auditor’s independence declaration
The lead auditor’s independence declaration in accordance with section 307C of the Corporations Act
2001, for the period ended 30 June 2016 has been received and can be found on page 8 of the
financial report.
Signed in accordance with a resolution of the Board of Directors
Director:
Robert Leslie
Director:
David Cassidy
Dated this 30th day of August 2016
7
The Board of Directors
Kyckr Limited
Level 7, 151 Macquarie Street
SYDNEY NSW 2000
To the Board of Directors of Kyckr Limited
Auditors Independence Declaration under Section 307C of the
Corporations Act 2001 to the Directors of Kyckr Limited
As lead auditor partner for the audit of the financial statements of Kyckr Limited for the financial period
ended 30 June 2016, I declare that, to the best of my knowledge and belief, there have been no
contraventions of :
(i)
the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Yours Sincerely
Nexia Court & Co
Chartered Accountants
Lester Wills
Partner
Sydney
Dated: 30 August 2016
8
Independent Audit Report to the members of Kyckr Limited
Report on the Financial Report
We have audited the accompanying financial report of Kyckr Limited, which comprises the statement
of financial position as at 30 June 2016, the statement of profit or loss and other comprehensive
income, statement of changes in equity and statement of cash flows for the period then ended, notes
comprising a summary of significant accounting policies and other explanatory information, and the
directors' declaration.
Directors' Responsibility for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error. In note 2(a), the directors also state, in accordance with Accounting Standard AASB
101 Presentation of Financial Statements, that the financial statements comply with International
Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we
comply with relevant ethical requirements relating to audit engagements and plan and perform the
audit to obtain reasonable assurance about whether the financial report is free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial report. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the Company’s
preparation of the financial report that gives a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the directors,
as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001. We confirm that the independence declaration required by the Corporations Act 2001,
which has been given to the directors of Kyckr Limited, would be in the same terms if given to the
directors as at the time of this auditor’s report.
9
Independent Audit Report to the members of Kyckr Limited
Opinion
In our opinion:
(a) the financial report of Kyckr Limited is in accordance with the Corporations Act 2001,
including:
i. giving a true and fair view of the Company’s financial position as at 30 June 2016
and of its performance for the period ended on that date; and
ii. complying with Australian Accounting Standards and the Corporations Regulations
2001; and
(b) the financial statements also comply with International Financial Reporting Standards as
disclosed in Note 2(a).
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 3 to 6 of the directors’ report for the
period ended 30 June 2016. The directors of the company are responsible for the preparation and
presentation of the Remuneration Report in accordance with section 300A of the Corporations Act
2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit
conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Kyckr Limited for the period ended 30 June 2016,
complies with section 300A of the Corporations Act 2001.
Yours sincerely
Nexia Court & Co
Chartered Accountants
Lester Wills
Partner
Sydney
Dated this...........30th.................day of........August......2016
10
Kyckr Limited ABN 38 609 323 257
Director’s declaration
In the directors’ opinion:
(a)
the financial statements and notes set out on pages 12 to 30 are in accordance with the
Corporations Act 2001 and:
(i) complying with Accounting Standards and the Corporations Regulations 2001; and
(ii) giving a true and fair view of the Company's financial position as at 30 June 2016 and of its
performance for the financial period ended on that date; and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable; and
(c)
the financial statements and notes also comply with International Financial Reporting Standards,
as disclosed in note 2(a) to the financial statements.
This declaration is made in accordance with a resolution of the directors.
On behalf of the directors
Albert YL Wong
Chairman
Kyckr Limited
30 August 2016
11
Kyckr Limited ABN 38 609 323 257
Statement of profit or loss and other comprehensive income
For the period ended 30 June 2016
Expenses
Costs associated with acquisitions
IPO related expenses
Consultancy fees
Other administrative expenses
Operating loss
Finance income
Finance costs
Net finance income
Loss before tax
Income tax (expense)/benefit
Loss after tax
Loss attributable to
Owners of the company
Note
15(b)
5
6
Total comprehensive loss for the period
Loss for the year is attributable to
Owners of Kyckr Limited
Total comprehensive loss for the year is attributable to
Owners of Kyckr Limited
Basic loss per share
Diluted loss per share
19
19
2016
$
(359,525)
(212,878)
(143,000)
(31,309)
(746,712)
14,904
-
14,904
(731,808)
-
(731,808)
(731,808)
(731,808)
(731,808)
(731,808)
Cents
(2.23)
(2.23)
The notes on pages 17 to 29 are an integral part of these financial statements
There is no prior year comparative results as the Company was incorporated on 16 November 2015.
12
Kyckr Limited ABN 38 609 323 257
Statement of Financial Position
As at 30 June 2016
Assets
Cash and cash equivalents
Financial assets
Other assets
Total current assets
Financial assets
Total non-current assets
Total assets
Liabilities
Trade and other payables
Total current liabilities
Total liabilities
Net assets
Equity
Share capital
Retained earnings/accumulated losses
Total equity attributable to equity holders of the Company
Note
7
8
9
8
10
2016
$
266,943
188,346
201,015
647,534
161,439
161,439
817,743
146,585
146,585
146,585
671,158
1,402,966
(731,808)
671,158
The notes on pages 17 to 30 are an integral part of these financial statements
There is no prior year comparative results as the Company was incorporated on 16 November 2015.
13
Kyckr Limited ABN 38 609 323 257
Statement of changes in equity
For the period ended 30 June 2016
Total comprehensive income
Profit or loss
Other comprehensive income
Total comprehensive income
Transactions with owners of the
Company
Contributions and distributions
Issue of ordinary shares
Share issue costs
Deferred tax expense
Total contributions and distributions
Note
Share capital Accumulated
Losses
Total
-
-
-
(731,808)
(731,808)
-
-
(731,808)
(731,808)
10
10
1,501,966
(99,000)
-
1,402,966
-
-
-
-
1,501,966
(99,000)
-
1,402,966
Balance at 30 June 2016
1,402,966
(731,808)
671,158
The notes on pages 17 to 30 are an integral part of these financial statements
There is no prior year comparative results as the Company was incorporated on 16 November 2015.
14
Kyckr Limited ABN 38 609 323 257
Statement of cash flows
For the period ended 30 June 2016
Cash flows from operating activities
Cash paid to suppliers and employees
Interest received
Note
Net cash from operating activities
17
Cash flows from investing activities
Convertible notes provided
Payment of acquisition costs
Net cash used in investing activities
Cash flow from financing activities
Proceeds from issue of share capital
Transaction costs related to issue of shares
Transaction costs related to Initial Public Offering
Net cash from/(used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at inception
Effect of movements in exchange rates on cash held
2016
$
(43,846)
4,003
(39,843)
(349,785)
(359,525)
(709,310)
1,501,966
(272,992)
(212,878)
1,016,096
266,943
-
-
Cash and cash equivalents at 30 June 2016
7
266,943
The notes on pages 17 to 30 are an integral part of these financial statements.
There is no prior year comparative results as the Company was incorporated on 16 November 2015.
15
Index to notes to the financial statements
1. Reporting entity
2. Basis of accounting
3. Functional and presentation currency
4. Operating segments
5. Expenses
6.
Income taxes
7. Cash and cash equivalents
8. Financial assets
9. Other assets
10. Capital and reserves
11. Capital management
12. Financial instruments – fair values and risk management
13. Operating leases
14. Capital commitments
15. Related parties
16. Subsequent events
17. Reconciliation of cash flows from operating activities
18. Auditors’ remuneration
19. Earnings per share
20. Significant accounting policies
21. New standards and interpretations not yet adopted
17
17
17
17
17
18
18
19
19
19
20
20
21
22
22
22
23
23
24
24
28
16
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements
1. Reporting entity
Kyckr Limited (the “Company”) is a company domiciled in Australia. The Company was incorporated
on 16 November 2015. The financial statements comprise the Company and results are presented
from 16 November 2015 to 30 June 2016.
The Company’s registered business address is at Level 7, 151 Macquarie Street, Sydney NSW 2000.
The Company is a non-trading entity with a view to complete a successful initial public offering.
2. Basis of accounting
(a) Statement of compliance
The financial statements are general purpose financial statements which have been prepared in
accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting
Standards Board (AASB) and the Corporations Act 2001. The financial statements comply with
International Financial Reporting Standards (IFRS) adopted by the International Accounting
Standards Board (IASB).
The financial statements have been prepared on a going concern basis, which assumes that the
Company will be able to meet its obligations associated with all financial liabilities.
The financial statements were authorised for issue by the Board of Directors on 30 August 2016. The
Directors have the power to amend and reissue the financial statements. Details of the Company’s
accounting policies are included in Notes 20 and 21.
(b) Basis of measurement
The financial statements have been prepared on the historical cost basis.
3. Functional and presentation currency
These financial statements are presented in Australian dollars, which is the Company’s functional
currency.
4. Operating segments
The Company operates in one market segment being a non-trading entity. Segment information
reported to the Chief Executive Officer, who is considered the chief operating decision maker of the
Company, is substantially similar to information provided in this financial report.
5. Expenses
Directors’ fees
Foreign currency loss
Other administrative expenses
2016
$
10,000
4,743
16,566
31,309
17
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
6.
Income taxes
(a) Reconciliation of effective tax rate
Loss before tax
Prima facie income tax expense/(benefit at 30%)
Add/(less) tax effect of:
Non-deductible expenses
Non-assessable income
Capital deductions
Net adjustment to deferred tax assets and liabilities for tax losses and
temporary differences not recognised
Income tax expense/(benefit) charged to income statement
(b) Deferred tax assets not recognised
Deferred tax assets not recognised comprises of:
Carried forward tax losses benefit
Temporary differences
Total deferred tax assets not recognised
2016
$
(731,808)
(219,542)
172,008
(3,270)
(40,284)
(91,088)
91,088
-
2016
$
74,269
174,687
248,956
The above potential tax benefit, which includes tax losses and temporary differences has not been
recognised in the balance sheet as recovery of this benefit is not probable. There is no expiration date
for the tax losses carried forward. The estimated amount of cumulative tax losses at 30 June 2016
was $247,564. Utilisation of these tax losses is dependent on the Company satisfying certain tests at
the time the losses are recouped.
7. Cash and cash equivalents
Cash at bank and in hand
2016
$
266,943
18
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
8. Financial assets
Convertible note
Total financial assets
Current
Non-current
2016
$
349,785
349,785
188,346
161,439
The convertible note was issued to Global Business Register Limited (the borrower). The note is
repayable on a monthly basis on and from 12 months following the initial drawdown of funds. Interest
is payable on this note at 8%. The Company may convert all or any part of the convertible note at
any time upon 2 business day's written notice to the Borrower. The rate of conversion will be one
share for each amount of the principal sum plus accrued interest which represents part or all of €10.
The total facility amount available to the borrower is $750,000 (unused $400,215).
9. Other assets
Prepayments
Accrued interest on convertible notes
GST receivable
Total other assets
Current
Non-current
2016
$
181,344
10,901
8,770
201,015
201,015
-
Included in prepayments is $173,992 of costs associated with issuing new shares expected to occur
as part of the initial public offering. These costs will be deducted from equity on issuing the shares.
10. Capital and reserves
(a) Share capital
On issue at inception
Issued for cash
Share issue costs (net of tax)
On issue at 30 June 2016
Ordinary shares
2016
-
34,615,385
-
34,615,385
Value
2016
$
-
1,501,966
(99,000)
1,402,966
19
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
10. Capital and reserves (continued)
Ordinary shares
The holders of these shares are entitled to receive dividends as declared from time to time, and are
entitled to one vote per share at general meetings of the Company. The Company’s share capital
consists of ordinary shares.
(b) Dividends
No dividends were declared or paid by the Company during or since the end of the financial period.
11. Capital management
The Company’s principal sources of funds are cash reserves on hand from share capital. The
Company may finance its ongoing operations with operating cash flows, bank borrowings or a
combination of both.
The Company’s policy is to maintain a strong capital base so as to maintain investor and creditor
confidence and to sustain future development of the business. Management monitors the return on
capital as well as the level of dividends to ordinary shareholders.
The Board of directors seeks to maintain a balance between the higher returns that might be possible
with higher levels of borrowings and the advantages and security afforded by a sound capital position.
12. Financial instruments
(i) Credit risk
Credit risk is managed on a Company wide basis. Credit risk arises from cash and cash equivalents,
deposits with banks and exposures to agencies and direct clients, including outstanding receivables
and committed transactions. The Company has concentration of credit risk in relation to the
convertible note issued to Global Business Register Limited. Ongoing customer credit performance is
monitored on a regular basis.
The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk at 30 June 2016 was:
Cash and cash equivalents
Financial assets
Total
2016
$
266,943
349,785
616,728
20
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
12. Financial instruments (continued)
(ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The
Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient
liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company’s reputation. The Company
manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by
continuously monitoring actual and forecast cash flows.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The
amounts are gross and undiscounted, and include estimated interest payments.
Carrying
amount
Total
Less than
12 months
1-5 years
Contractual cash flows
Note
$
Trade and other payables
Total
146,585
146,585
$
146,585
146,585
$
146,585
146,585
$
-
-
The Company’s liquidity is dependent upon the Company being able to manage its cash outflows and
financing obligations as it continues to expand its operations and therefore liquidity is an area of risk.
The Company expects to fund part of its capital expenditure from cash flows from operations, and
should cash flows from operations not be sufficient, discretionary capital expenditure may be deferred
to manage the Company’s liquidity profile.
(iii) Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates
and equity prices – will affect the Company’s income or the value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimising the return.
(iv) Currency risk
The Company is exposed to foreign exchange transaction risks arising from currency exposures,
primarily with respect to the Euro. Foreign exchange transaction risk arises when future commercial
transactions and recognised assets and liabilities are denominated in a currency that is not the
entity’s functional currency and net investments in foreign operations.
(v) Interest rate risk
The Company is not exposed to interest rate risk as the interest earned on the Convertible Note
receivable is fixed. The Board will monitor future borrowing levels and will adopt an appropriate
hedging strategy as required.
21
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
13. Operating leases
There are no material operating lease commitments in existence as at 30 June 2016.
14. Capital commitments
There are no material capital commitments in existence as at 30 June 2016.
15. Related parties
(a) Directors and key management personnel compensation
For the financial period ended 30 June 2016, total short term benefits paid to directors and key
management personnel compensation was $38,358.
(b) Key management personnel and director transactions
During the period the Company paid Boomerang Capital Pty Limited, a company owned by Albert
Wong and David Cassidy, consulting fees in the amount of $143,000 (inclusive of GST). All fees paid
by the company were on arm’s length terms.
During the period the Company was issued with a Convertible Note by Global Business Register
Limited, a company where Benjamin Cronin and Robert Leslie are directors. The loan is repayable on
a monthly basis on and from 12 months following the initial drawdown of funds. Interest is payable on
this loan at 8%. The Company may convert all or any part of the convertible loan at any time upon 2
business day's written notice to the Borrower. The rate of conversion will be one share for each
amount of the principal sum plus accrued interest which represents part or all of €10. Refer to Note 8
for further information.
16. Subsequent events
On 1 July 2016, shareholders approved at the Extraordinary General Meeting, the selective reduction
in capital of 5,912,885 ordinary shares for consideration of $591.29 which was completed on 15 July
2016.
Apart from the matter described above, no other matter or circumstance has arisen since 30 June
2016 that has significantly affected, or may significantly affect the entity’s operations, the results of
those operations or the entity’s state of affairs in future financial years.
22
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
17. Reconciliation of cash flows from operating activities
Note
Cash flows from operating activities
Profit/(loss)
Adjustments for:
IPO Transaction costs
Costs associated with acquisitions
Change in other current assets
Change in trade and other payables
Cash generated from operating activities
Interest paid
Income taxes paid
Net cash from operating activities
18. Auditors’ remuneration
Audit services
Auditors of the Company
Audit and review of financial statements
Other services
Auditors of the Company – Nexia Court & Co.
Financial statement preparation assistance
Income tax advisory services
Investigating Accountants services in relation to IPO
2016
$
(731,808)
212,878
359,525
(27,024)
146,586
(39,843)
-
-
(39,843)
2016
$
7,000
2,500
12,000
70,000
23
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
19. Earnings per share
Loss after income tax
Loss after income tax attributable to the owners of the Company
Weighted average number of shares used in calculating basis earnings per
share
Weighted average number of shares used in calculating diluted earnings per
share
Basic loss per share
Diluted loss per share
20. Significant accounting policies
(a) Revenue recognition
2016
$
(731,808)
(731,808)
Number
32,773,280
32,773,280
Cents
(2.23)
(2.23)
Revenue is recognised when it is probable that the economic benefit will flow to the Company and the
revenue can be reliably measured. Revenue is measured at the fair value of the consideration
received or receivable.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a
method of calculating the amortised cost of a financial asset and allocating the interest income over
the relevant period using the effective interest rate, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial asset to the net carrying amount of the
financial asset.
(b) Income tax
The income tax expense/(income) for the period comprises current income tax expense/ (income) and
deferred tax expense/(income). Current income tax expense charged to profit or loss is the tax
payable on taxable income. Current tax liabilities/(assets) are 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 period. Current and
deferred income tax expense/(income) is charged or credited outside profit or loss when the tax
relates to items that are recognised outside profit or loss.
Except for business combinations, no deferred income tax is recognised from the initial recognition of
an asset or liability, 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 and their measurement also reflects the
manner in which management expects to recover or settle the carrying amount of the related asset or
liability.
24
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
20. Significant accounting policies (continued)
(b) Income tax (continued)
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 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.
(c) Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-
current classification. An asset is current when: it is expected to be realised or intended to be sold or
consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be
realised within twelve months after the reporting period; or the asset is cash or cash equivalent unless
restricted from being exchanged or used to settle a liability for at least twelve months after the
reporting period. All other assets are classified as non- current.
A liability is current when: it is expected to be settled in normal operating cycle; it is held primarily for
the purpose of trading; it is due to be settled within twelve months after the reporting period; or there
is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period. All other liabilities are classified as non-current.
(d) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes
in value.
(e) Other financial assets
Financial assets and financial liabilities are recognised when the Company becomes a party to the
contractual provisions to the instrument. For financial assets, this is equivalent to the date that the
Company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is
adopted).
The Company classifies its financial assets in the following categories: financial assets at fair value
through profit or loss and loans and receivables. The classification depends on the purpose for which
the assets were acquired. Management determines the classification of its assets at initial recognition.
25
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
20. Significant accounting policies (continued)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They are carried at amortised cost using the effective interest rate
method. Gains and losses are recognised in profit or loss when the asset is derecognised or impaired,
as well as through the amortisation process.
Recognition and derecognition
Purchases and sales of financial assets are recognised on trade-date – the date on which the
Company commits to purchase or sell the asset. Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired or have been transferred and the Company
has transferred substantially all the risks and rewards of ownership.
Impairment of financial assets
The Company assesses at the end of each reporting period whether there is any objective evidence
that a financial asset or group of financial assets is impaired. Objective evidence includes significant
financial difficulty of the issuer or obligor; a breach of contract such as default or delinquency in
payments; the lender granting to a borrower concessions due to economic or legal reasons that the
lender would not otherwise do; it becomes probable that the borrower will enter bankruptcy or other
financial reorganisation; the disappearance of an active market for the financial asset; or observable
data indicating that there is a measurable decrease in estimated future cash flows.
The amount of the impairment allowance for loans and receivables carried at amortised cost is the
difference between the asset's carrying amount and the present value of estimated future cash flows,
discounted at the original effective interest rate. If there is a reversal of impairment, the reversal
cannot exceed the amortised cost that would have been recognised had the impairment not been
made and is reversed to profit or loss.
(f) Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the
arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent
on the use of a specific asset or assets and the arrangement conveys a right to use the asset.
A distinction is made between finance leases, which effectively transfer from the lessor to the lessee
substantially all the risks and benefits incidental to ownership of leased assets, and operating leases,
under which the lessor effectively retains substantially all such risks and benefits.
Finance leases are capitalised. A lease asset and liability are established at the fair value of the
leased assets, or if lower, the present value of minimum lease payments. Lease payments are
allocated between the principal component of the lease liability and the finance costs, to achieve a
constant rate of interest on the remaining balance of the liability.
26
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
20. Significant accounting policies (continued)
Leased assets acquired under a finance lease are depreciated over the asset’s useful life or over the
shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the
Company will obtain ownership at the end of the lease term.
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss
on a straightline basis over the term of the lease.
(g) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end
of the financial period and which are unpaid. Due to their short-term nature they are measured at
amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30
days of recognition.
(h) Impairment of assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment
loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell, and value in
use. For the purposes of assessing impairment, the assets are disclosed as a single operating
segment.
Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of
the impairment at each reporting date.
(i) Foreign current translation
Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’). The financial statements are
presented in Australian dollars, which is the Company’s functional and presentation currency.
Transactions and balances
Transactions in foreign currencies are translated to the functional currency of the Company at
exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in
foreign currencies are translated to the functional currency at the exchange rate at the reporting date.
Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated
to the functional currency at the exchange rate when the fair value was determined. Non-monetary
items that are measured based on historical cost in a foreign currency are not translated.
27
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
(j) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the
GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the
cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net
amount of GST recoverable from, or payable to, the taxation authority is included with other
receivables or payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing
or financing activities which are recoverable from, or payable to the taxation authority, are presented
as operating cash flows.
(k) Segment reporting
Results that are reported to the Board (the chief operating decision maker) are based on a single
operating segment basis.
(l) Earnings per share
The Company presents basic and diluted earnings per share data. Basic earnings per share is
calculated by dividing the net loss attributable to shareholders of the Company by the weighted
average number of common shares outstanding during the years. The earnings per share is
determined by adjusting the net loss attributable to common shareholders and the weighted average
number of common shares outstanding for the effects of all dilutive potential common shares. The
Company uses the treasury stock method for calculating diluted earnings per share. The diluted
earnings per share calculation considers the impact of potentially dilutive instruments, if any.
21. New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for
30 June 2016 reporting periods and have not been early adopted by the Company. The Company’s
assessment of the impact of these new standards and interpretations is set out below.
(i)
AASB 15 Revenue from Contracts with Customers - AASB 15 replaces AASB 118
Revenue, AASB 111 Construction Contracts and four Interpretations issued by the AASB
and amends the principles for recognising revenue from contracts with customers. It
applies to all contracts with customers except leases, financial instruments and insurance
contracts. The Standard requires an entity to recognise revenue on a basis that depicts
the transfer of promised goods or services to customers at an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or
services. To achieve that principle, an entity shall apply all of the following steps:
a) identify the contract with a customer;
b) identify the separate performance obligations in the contract;
c) determine the transaction price;
d) allocate the transaction price to the separate performance obligations in the
contract; and
e) recognise revenue when (or as) the entity satisfies a performance obligation.
Consequential amendments to other Standards are made by AASB 2014-5 Amendments
to Australian Accounting Standards arising from AASB 15. It applies to annual reporting
periods commencing on or after 1 January 2018. Management has yet to fully assess the
impact of the new standard on the financial statements when applied to future periods.
28
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
(ii)
AASB 9 Financial Instruments - AASB 9 includes requirements for the classification and
measurement of financial assets and incorporates amendments to the accounting for
financial liabilities and hedge accounting rules to remove the quantitative hedge
effectiveness tests and have been replaced with a business model test.
AASB 9 improves and simplifies the approach for classification and measurement of
financial assets compared with the requirements of AASB 139 as follows:
a) Financial assets that are debt instruments will be classified based on (1) the
objective of the entity's business model for managing the financial assets; (2) the
characteristics of the contractual cash flows.
b) Allows an irrevocable election on initial recognition to present gains and losses on
investments in equity instruments that are not held for trading in other comprehensive
income. Dividends in respect of these investments that are a return on investment
can be recognised in profit or loss and there is no impairment or recycling on disposal
of the instrument.
c) Financial assets can be designated and measured at fair value through profit or
loss at initial recognition if doing so eliminates or significantly reduces a measurement
or recognition inconsistency that would arise from measuring assets or liabilities, or
recognising the gains and losses on them, on different bases.
d) Where the fair value option is used for financial liabilities the change in fair value is
to be accounted for as follows:
i) The change attributable to changes in credit risk are presented in other
comprehensive income (OCI);
ii) The remaining change is presented in profit or loss.
AASB 2012-6 also modifies the relief from restating prior periods by amending AASB 7 to
require additional disclosures on transition to AASB 9 in some circumstances.
Consequential amendments were made to other standards as a result of AASB 9 by
AASB 2014-7 and AASB 2014-8. It applies to annual reporting periods commencing on or
after 1 January 2018. Management has yet to fully assess the impact of the new standard
on the financial statements when applied to future periods.
AASB 16 Leases - AASB 16 replaces AASB 117 Leases and sets out the principles for
the recognition, measurement, presentation and disclosure of leases.
AASB 16 introduces a single lessee accounting model and requires a lessee to recognise
assets and liabilities for all leases with a term of more than 12 months, unless the
underlying asset is of low value. A lessee is required to recognise a right-of-use asset
representing its right to use the underlying leased asset and a lease liability representing
its obligations to make lease payments.
A lessee measures right-of-use assets similarly to other non-financial assets (such as
property, plant and equipment) and lease liabilities similarly to other financial liabilities. As
a consequence, a lessee recognises depreciation of the right-of-use asset and interest on
the lease liability, and also classifies cash repayments of the lease liability into a principal
portion and an interest portion and presents them in the statement of cash flows applying
AASB 107 Statement of Cash Flows.
AASB 16 substantially carries forward the lessor accounting requirements in AASB 117
Leases. Accordingly, a lessor continues to classify its leases as operating leases or
finance leases, and to account for those two types of leases differently. It applies to
annual reporting periods commencing on or after 1 January 2019. Management has yet to
fully assess the impact of the new standard on the financial statements when applied to
future periods.
(iii)
There are no other standards that are not yet effective and that are expected to have a material
impact on the entity in the current or future reporting periods and on foreseeable future transactions.
29
Kyckr Limited ABN 38 609 323 257
Notes to the financial statements (continued)
22. Use of judgements and estimates
When preparing these financial statements, management undertakes a number of judgements,
estimates and assumptions about the recognition and measurement of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are
recognised prospectively.
There were no significant accounting estimates or judgements required in the preparation of thids
financial report.
30