Pointerra Limited
(formerly Soil Sub Technologies Limited)
ABN 39 078 388 155
Annual Report
For the year ended 30 June 2016
For personal use only
Corporate Information
Pointerra Limited
ABN 39 078 388 155
Directors
Dr Robert Newman, Non-Executive Chairman
Ian Olson, Managing Director
Graham Griffiths, Non-Executive Director
Neville Bassett, Non-Executive Director
Company Secretary
Neville Bassett
Registered Office
Level 4, 216 St Georges Terrace
Perth, WA 6000
Telephone: +61 8 6268 2622
Facsimile: +61 8 6268 2699
Principal Office
Level 2, 27 Railway Road
Subiaco, WA 6008
Internet
W: www.pointerra.com
E: info@pointerra.com
Auditor
Bentleys Audit & Corporate (WA) Pty Ltd
Level 3, 216 St Georges Terrace
Perth, WA 6000
Share Registry
Advanced Share Registry Services Ltd
110 Stirling Highway
Nedlands WA 6009
Email: admin@advancedshare.com.au
Telephone: +61 8 9389 8033
Facsimile: +61 8 9262 3723
Stock Exchange Listing
Pointerra Limited shares are listed on the Australian Securities Exchange (ASX Code: 3DP)
For personal use only
Pointerra Limited
ABN 39 078 388 155
Annual Report 2016
Table of Contents
Directors’ Report ............................................................................................................................................................... 1
Auditor’s Independence Declaration ......................................................................................................................... 12
Consolidated Statement of Profit or Loss and Other Comprehensive Income ................................................... 13
Consolidated Statement of Financial Position........................................................................................................... 14
Consolidated Statement of Changes in Equity ......................................................................................................... 15
Consolidated Statement of Cash Flows...................................................................................................................... 16
Notes to the Financial Statements ............................................................................................................................... 17
Directors’ Declaration .................................................................................................................................................... 38
Independent Auditor's Report ...................................................................................................................................... 39
Corporate Governance Statement ............................................................................................................................. 41
Additional Information for Shareholders .................................................................................................................... 42
For personal use only
Directors’ Report
The directors of Pointerra Limited (“the Company”, formerly Soil Sub Technologies Limited) present their report,
together with the financial statements of the Company, for the financial year ended 30 June 2016.
The names of the directors in office at any time during or since the end of the year are:
NAME OF PERSON
POSITION
DATE APPOINTED
DATE RESIGNED
Dr Robert Newman
Non-executive Chairman
30 June 2016
Ian Olson
Graham Griffiths
Neville Bassett
Director
Director
Director
30 June 2016
30 June 2016
30 June 2016
-
-
-
-
Guy T. Le Page
Executive Chairman
22 December 2009
Keong Chan
Director
22 December 2009
Azlan Shairi Bin Asidin Director
4 January 2015
30 June 2016
30 June 2016
30 June 2016
Information on directors
Dr Robert Newman – Non-Executive Chairman
Ph.D.
Dr Newman has established a unique track record as a successful high technology entrepreneur in both Australia and
Silicon Valley. He has twice founded and built businesses based on technology from Western Australian universities
and both times successfully entered overseas markets. These businesses combined have established market values
of over $200 million.
As a Ph.D. student at the University of Western Australia, Dr Newman was the inventor and co-founder of QPSX
Communications Pty Ltd, which sold products to telecommunications carriers in Australia, Europe and the US. He was
also the founding CEO of Atmosphere Networks. The technology was developed at Curtin University and he
established a company with US venture capital backing, and ran it until it was acquired by Ditech Communications. He
is co-founder and executive director of Stone Ridge Ventures, a technology venture capital firm.
Dr Newman’s focus is on identifying disruptive technologies with global potential. He is also an active director of high
technology companies, including being the initial Chairman of Nearmap Pty Ltd when it was privately owned. He is
currently Managing Director of Nearmap Ltd.
Mr Ian Olson – Managing Director
CA, B.Com, MAICD
Mr Olson is a Chartered Accountant and professional public company director with a 25-year career in finance and the
capital markets. He has helped numerous companies move from private to public status via the ASX. He is also the
owner of WKC Spatial, a geospatial business that specialises in the capture, processing, modelling and management
of 3D point cloud data.
Mr Olson started his career with Ernst & Young and has worked in London and New York with global investment banks
prior to becoming Managing Partner of PKF in Western Australia. He currently consults to KPMG in their Australian
M&A practice.
Pointerra Limited ABN 39 078 388 155 1
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Directors’ Report
Mr Graham Griffiths – Non-Executive Director
B.Bus, (Acc) FAICD
Mr Griffiths is an experienced information and communications technology executive including 22 years at the
multinational level with computer vendor NCR Corporation and telecommunications provider AT&T (US and Asia
based), in various senior sales, marketing and R&D positions.
He was subsequently managing director for 11 years of ASX-listed technology commercialisation company ipernica
ltd, during which time he led the IPO. He was also responsible for the acquisition of Nearmap, a global leader in the
provision of geospatial map technology, by ipernica in 2008, and supported the early stage of commercialisation and
launch of Nearmap.
Mr Griffiths’ involvement in the geospatial industry commenced in 2006 as a non-executive director for both NGIS
Australia, a privately held provider of location-based information and technology solutions, and Indji Systems, which
develops a range of world-leading geospatial products that empower businesses through location-based technologies.
He is a director and angel investor supporting a number of early stage technology companies to scale their
businesses globally.
Mr Neville Bassett – Non-Executive Director
AM, FCA
Mr Bassett is a Chartered Accountant operating his own corporate consulting business, specialising in the area of
corporate, financial and management advisory services. He consults to a number of publicly listed companies and
private company groups in a diversity of industry sectors, and is a director or company secretary of a number of public
and private companies. Mr Bassett has been involved with numerous public company listings and capital raisings. His
involvement in the corporate arena has also included mergers and acquisitions, and includes significant knowledge
and exposure to the Australian financial markets. He has a wealth of experience in matters pertaining to the
Corporations Act, ASX listing requirements, corporate taxation and finance.
Mr Bassett is the principal director of Westar Capital Limited, the holder of an Australian Financial Services License
and is a Fellow of Chartered Accountants Australia and New Zealand. He is State Chairman and a former National
Director of a major not-for-profit organisation.
Mr Guy T. Le Page – Executive Chairman (resigned 30 June 2016)
B.A, B.Sc, B.App.Sc. (Hons), MBA, G. Dip App Fin, FFin, MAusIMM
Mr. Le Page is a director of RM Corporate Finance, a corporate finance and advisory company. He is also actively
involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations,
consulting, expert witness and corporate advisory roles. Mr. Le Page was a Corporate Adviser at ASX-listed
stockbroker TolhurstNoall from 1998 before joining RM Capital in 2002. Prior to his tenure at TolhurstNoall, he was
responsible for the supervision of all Industrial and Resources research.
As a Resources Analyst, Mr. T. Le Page published detailed research on various mineral exploration and mining
companies listed on the ASX. The majority of this research involved valuations of both exploration and production
assets. Prior to entering the stockbroking industry, he spent 10 years as an exploration and mining geologist in
Australia, Canada and the United States. His experience spans gold and base metal exploration and mining geology,
and he has acted as a consultant to private and public companies.
Pointerra Limited ABN 39 078 388 155 2
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Directors’ Report
Mr Azlan Shairi Bin Asidin – Non-Executive Director (resigned 30 June 2016)
B. Eng (Civil/Structural), MBA
Mr Asidin has had a career of almost 30 years in the construction, plantation, oil & gas and corporate sectors. The
last 10 years have been in senior positions of public listed companies as the Senior Vice President and Chief
Executive Officer.
He graduated in Bachelor of Engineering (Civil/Structural) from the University of Hertfordshire, United Kingdom in
1986 and a Master of Business Administration from London Business School, United Kingdom in 2006.
Mr Keong Chan – Non-Executive Director & Company Secretary (resigned 30 June 2016)
B.Com, M. Int. Trade Law
Mr. Chan spent a number of years with PricewaterhouseCoopers and Deloitte in Sydney, Canberra and Perth, where
he was national manager for Deloitte's Australian international trade practice. In the corporate finance sector, Mr.
Chan has provided strategic advice to a number of companies on corporate matters in relation to IPOs, back door
listings, mergers and acquisitions and takeovers/divestments, and acted as advisor to a number of ASX-listed boards
as well as acting as a representative for overseas funds/investment banks and mining conglomerates.
Mr. Chan is currently a Director of Charterhouse Capital.
Directorships of other listed companies
Directorships of other listed companies held by directors during the 3 years immediately before the end of the financial
year are as follows:
Name
Company
Dr Robert Newman
Mr Ian Olson
Nearmap Ltd
Gage Roads Brewing Co Limited
(Non-executive Chairman)
Threat Protect Australia Limited
Diploma Group Limited
Range Resources Limited
Mr Graham Griffiths
Nil
Period of directorship
17 February 2011 – current
12 November 2007 – current
23 October 2015 – current
10 October 2007 – 31 March 2015
18 August 2014 – 11 December 2014
Mr Neville Bassett
Ram Resources Ltd
(Non-executive Chairman)
Meteoric Resources NL
Vector Resources Ltd
Laconia Resources Ltd
WHL Energy Ltd
The Gruden Group Ltd
22 March 2004 – current
29 November 2012 – current
22 April 2010 – current
8 May 2015 – current
5 February 2016 – current
20 August 2014 – 13 May 2016
Mr. Guy T. Le Page
Tasman Resources NL
2 June 2001 – current
Eden Energy Limited
3 February 2006 – current
Conico Limited
15 May 2007 – current
Palace Resources Ltd
7 August 2009 – 10 March 2015
Red Sky Energy Limited
18 February 2009 – 2 February 2015
Mr. Keong Chan
AAQ Holdings Limited
8 October 2010 – 5 February 2012
Acuvax Limited
19 November 2010 – 17 October 2012
Mr. Azlan Shairi Bin Asidin Nil
Pointerra Limited ABN 39 078 388 155 3
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Directors’ Report
Directors’ interests in shares and options
At the date of this report, the direct and indirect interests of the Directors in the ordinary shares, performance shares
and options of the Company were:
Ordinary shares
Performance shares
Options
4,469,384
3,226,143
2,900,000
1,732,266
8,691,248
6,077,796
-
-
5,000,000
30,000,000
20,000,000
5,000,000
Robert Newman
Ian Olson
Graham Griffiths
Neville Bassett
Directors’ meetings
Attendances by each Director at directors’ meetings during the year were as follows:
Directors Meetings
Number Eligible to
Attend
Number Attended
Robert Newman
Ian Olson
Graham Griffiths
Neville Bassett
Guy Le Page
Keong Chan
Azlan Shairi Bin Asidin
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Directors’ meetings during the year were held via circular resolution.
Company Secretary
Mr Neville Bassett – appointed 30 June 2016
Mr Keong Chan – appointed 8 February 2010, resigned 30 June 2016
For further information about Mr Bassett and Mr Chan, please refer to the information on directors in this Directors’
Report.
Principal Activities and Significant Changes in Nature of Activities
On 17 September 2015, Soil Sub Technologies Limited (“Soil Sub”) signed a Non-Binding Term Sheet with Pointerra
Pty Ltd (“Pointerra”) and subsequently entered into a Share Sale agreement on 11 March 2016 for the acquisition by
Soil Sub for 100% of the issued capital of Pointerra. The acquisition was completed on 30 June 2016.
Pointerra is a Perth, Western Australia-based company, focused on building a powerful on-line Data as a Service
(DaaS) solution for mapping the earth from massive 3D point clouds. Pointerra’s cloud-based service is based on
compression and visualisation algorithms which index massive point cloud data sets into a unified model, for which
Pointerra has a Provisional Patent Application. The processed point cloud data has the capacity to be dynamically
searched and visualised by anyone, anywhere.
Review of Operations
As the acquisition of Pointerra constituted a significant change in the nature and scale of Sub Soil’s activities, the
Company was required to recomply with the requirements in Chapters 1 and 2 of the ASX Listing Rules (including
preparing a full form prospectus, conducting a capital raising and a consolidation of capital) as a condition of
completing the investment. The Company was readmitted to the ASX on 11 July 2016 under the name Pointerra
Limited.
Pointerra Limited ABN 39 078 388 155 4
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Directors’ Report
Financial review
As a result of the reverse acquisition of Pointerra Limited (formerly Soil Sub Technologies Limited) by Pointerra Pty Ltd
on 30 June 2016, the financial disclosures in this Directors’ Report and in the attached financial statements represent
those calculated in accordance with AASB 3 Business Combinations and in particular, the reverse acquisition
provisions of that standard.
The amounts disclosed are those of Pointerra Pty Ltd (the accounting acquirer) for the period 1 July 2015 to 30 June
2016 (the acquisition date) and those of the Pointerra Limited group following the completion of the acquisition on 30
June 2016.
Operating Results
The loss for the financial year after providing for income tax was $2,757,663 (2015: $8,269).
Financial Position
As at 30 June 2016, the Company had cash of $5,074,609 (2015: $100) and net assets of $4,277,118 (2015: $8,169).
The Company raised $4,999,030 by way of a public offering.
Future Developments
Pointerra will commercialise its technology via Data as a Service (“DaaS”) with an annuity subscription based revenue
model. Pointerra will become an online marketplace for the massive amounts of 3D point cloud data currently
captured by governments and the commercial sector globally.
Dividends Paid or Recommended
No dividends were paid or declared since the start of the financial year.
Environmental Issues
The Company has a policy of at least complying, but in most cases exceeding, its environmental performance
obligations. No environmental breaches have been notified by any government agency during the year ended 30 June
2016. The Board believes that the Company has adequate systems in place for the management of its environmental
regulations.
Shares under Option
At the date of this report, the unissued ordinary shares of Pointerra Limited under option are as follows:
Number under option
Exercise price
Date of expiry
102,000,000 unlisted options
45,000,000 performance shares
60,000,000 performance shares
60,000,000 performance shares
$0.05
$Nil
$Nil
$Nil
30 June 2019
30 June 2017
30 June 2018
30 June 2019
Refer to Note 13 for further information on terms of performance shares.
Indemnifying officers or auditor
During or since the end of the financial year the Company has given an indemnity or entered into an agreement to
indemnify, or paid or agreed to pay insurance premiums as follows:
•
•
The Company has entered into agreements to indemnify all Directors and provide access to documents,
against any liability arising from a claim brought by a third party against the Company. The agreement provides
for the company to pay all damages and costs which may be awarded against the Directors.
No indemnity has been paid to auditors.
Pointerra Limited ABN 39 078 388 155 5
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Directors’ Report
Remuneration Report (audited)
This report details the nature and amount of the remuneration for each member of key management personnel of
Pointerra Limited for the year ended 30 June 2016.
For the purposes of this report, Key Management Personnel of the company are defined as those persons having
authority and responsibility for planning, directing and controlling the major activities of the Company, directly or
indirectly. The Company did not have any other key management personnel other than its Directors.
For the purposes of this Remuneration Report, the term ‘Executive’ encompasses all Directors and the Company
Secretary of the company.
Remuneration Philosophy
The performance of the company depends upon the quality of its Directors and Executives. To prosper, the company
must attract, motivate and retain highly skilled Directors and Executives.
To this end, the company embodies the following principles in its remuneration framework:
‘The Board as a whole is responsible for considering remuneration policies and packages applicable both to board
members and senior executives of the company. The Board remuneration policy is to ensure the remuneration
package, which is not linked to the performance of the company, properly reflects the person’s duties and
responsibilities and that remuneration is competitive in attracting, retaining and motivating people of the highest
quality.’
Remuneration Structure
In accordance with best practice corporate governance, the structure of non-executive director and senior manager
remuneration is separate and distinct.
Non-executive Director Remuneration
Objective
The Board seeks to set aggregate remuneration at a level which provides the company with the ability to attract and
retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall
be determined from time to time by a general meeting. An amount not exceeding the amount determined is then
divided between the Directors as agreed. The current aggregate remuneration is $500,000 per year.
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is
apportioned amongst Directors is reviewed annually. The Board may consider advice from external consultants as
well as the fees paid to non-executive Directors of comparable companies when undertaking the annual review
process. Each director receives a fee for being a Director of the company.
Non-executive Directors are encouraged by the Board to hold shares in the company. It is considered good
governance for directors to have a stake in the Company on whose board he or she sits.
Managing Director and Executive Remuneration Structure
Based on the current stage in the company’s development, its size, structure and strategies, the Board considers that
the key performance indicator in assessing the performance of Executives and their contribution towards increasing
shareholder value is commercially based (refer Note 13), inclusive of share price performance over the review period.
Individual and company operating targets associated with traditional financial and non-financial measures are difficult
to set given the small number of Executives and their need to be flexible and multi-tasked, as the company responds
to a continually changing business environment. Consequently, a formal process of defining Key Performance
Indicators (KPI’s) and setting targets against the KPI’s has not been adopted at the present time.
The proportion of fixed remuneration and variable remuneration is established for each Executive by the Board.
Fixed Remuneration
The level of fixed remuneration is set so as to provide a base level of remuneration, which is both appropriate to the
position and is competitive in the market. Fixed remuneration is reviewed annually by the Board; having regard to the
Company and individual performance, relevant comparable remuneration in the industry sector and, where
appropriate, external advice. Executives receive their fixed remuneration in cash.
Pointerra Limited ABN 39 078 388 155 6
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Directors’ Report
Variable Remuneration – Short-Term Incentive (STI)
The objective of the STI is to link the achievement of corporate and operational objectives over the year with the
remuneration received by the Executives charged with achieving that increase. The total potential STI available is set
at a level so as to provide sufficient incentive to the Executives to achieve the performance goals and such that the
cost to the company is reasonable in the circumstances.
Annual STI payments granted to each Executive depend on their performance over the preceding year and are based
on recommendations from the Chief Executive Officer and/or the Chairman following collaboration with the Board.
Typically included are measures such as contribution to strategic initiatives, risk management and leadership/team
contribution.
The aggregate of annual STI payments available for Executives across the company is subject to the approval of the
Board. Payments are usually delivered as a cash bonus. There were no STI payments made during the financial
year.
Variable Remuneration – Long-Term Incentive (LTI)
The objective of the LTI plan is to reward Executives in a manner, which aligns the element of remuneration with the
creation of shareholder wealth. As such LTI’s are made to Executives who are able to influence the generation of
shareholder wealth and thus have an impact on the company’s performance.
The level of LTI granted is, in turn, dependent on a number of factors including, the seniority of the Executive and the
responsibilities the Executive assumes in the company.
LTI grants to Executives are delivered in the form of options. These options are issued at an exercise price determined
by the Board at the time of issue.
Typically, the grant of LTIs occurs at the commencement of employment or in the event that the individual receives a
promotion and, as such, is not subsequently affected by the individual’s performance over time.
However, under certain circumstances, including breach of employment conditions, the Directors may cause the
options to expire prior to their vesting date. In addition, individual performance is more commonly rewarded over time
by STIs.
No LTI options were issued during the financial year.
Employee Incentive Scheme
In general meeting on 29 April 2016, shareholders approved the establishment of an employee incentive scheme.
Shareholders also approved the issue, under the employee incentive scheme, of a total of 60,000,000 options
exercisable at $0.05 each on or before 30 June 2019 to directors of the Company. Refer below under the heading
“Options Held by Key Management Personnel – 30 June 2016” for further particulars.
Company performance, shareholder wealth and Director and executive remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders, Directors and
executives. The performance shares issued to the Chairman and Managing Director have performance criteria for
conversion (refer to Note 13 in the attached financial statements), and the options issued to Directors have an
exercise price higher than the current share price of the Company.
The table below shows the performance of the Company since inception.
2016
2015
Net profit / (loss)
($2,757,663)
($8,269)
Share price at year end
*
-
* The Company was readmitted to quotation on the ASX on 11 July 2016.
Pointerra Limited ABN 39 078 388 155 7
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Directors’ Report
Employment Details of Members of Key Management Personnel
The following table provides employment details of persons who were, during the financial year, members of key
management personnel of the Company. The table also illustrates the proportion of remuneration that was
performance and non-performance based and the proportion of remuneration received in the form of options.
Position
Contract details (duration
Proportions of elements of remuneration
Proportions of elements of
and termination)
related to performance
remuneration not related to
performance
Non-salary
cash-based
Shares/
Options/
Fixed Salary/
incentives
Units
Rights
Fees
%
%
%
%
Total
%
Key Management
Personnel
Ian Olson
Managing Director Ongoing commencing 30 June
-
2016. 6 months’ notice to
terminate.
Robert Newman
Director
Service agreement in place
-
with termination upon
resignation, non-election at
shareholders meeting or
prohibited by law.
Graham Griffiths
Director
Service agreement in place
-
with termination upon
resignation, non-election at
shareholders meeting or
prohibited by law.
Neville Bassett
Director
Service agreement in place
-
with termination upon
resignation, non-election at
shareholders meeting or
prohibited by law.
Guy T. Le Page
Director
3 year contract from 1 April
2013. 3 months’ notice to
terminate.
Keong Chan
Director
3 year contract from 1 April
2013. 3 months’ notice to
terminate.
Azlan Asidin
Director
Service agreement in place
-
-
-
with termination upon
resignation, non-election at
shareholders meeting or
prohibited by law.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100
100
100
100
-
-
-
-
100
100
100
100
100
100
Pointerra Limited ABN 39 078 388 155 8
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Directors’ Report
Details of remuneration for the year ended 30 June 2016
Details of the remuneration of the Directors and Key Management Personnel of the Group are set out in the following
table. As a result of the reverse acquisition of Pointerra Limited (formerly Soil Sub Technologies Limited) by Pointerra
Pty Ltd on 30 June 2016, the disclosures contained in the table represent those calculated in accordance with AASB
124 Related Party Disclosures in combination with applying AASB 3 Business Combinations and in particular, the
reverse acquisition provisions of AASB 3.
The amounts disclosed for the current financial year in the table represent remuneration paid by Pointerra Pty Ltd (the
accounting acquirer) to Directors and KMP of the accounting acquirer over the period 1 July 2015 to 30 June 2016
(the acquisition date) and remuneration paid by the Pointerra Limited Group following the completion of the acquisition
on 30 June 2016 to KMP and Directors of the post-acquisition group.
This ensures that the remuneration report disclosures are calculated on a basis that is consistent with that applied in
reporting the results and balances of the Group and related party disclosures in the financial statements under the
reverse acquisition rules of AASB 3 Business Combinations.
No comparative information is disclosed as Pointerra Pty Ltd (accounting acquirer) was not subject to section 300A of
the Corporations Act 2001.
Name
Short-term benefits
Post-employment
benefits
Share-based
payments
Total
Performance
related
Robert Newman (1)
Ian Olson (1)
Graham Griffiths (1)
Neville Bassett (1)
Guy T. Le Page (2)
Keong Chan (2)
Azlan Asidin(2)
Cash
salary & fees
$
-
Non-cash
benefit
$
-
Superannuation
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Options
$
67,653
405,922
270,614
67,653
-
-
-
$
67,653
405,922
270,614
67,653
-
-
-
811,842
811,842
%
-
-
-
-
-
-
-
-
(1)
(2)
Appointed 30 June 2016
Resigned 30 June 2016
Pointerra Limited ABN 39 078 388 155 9
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Directors’ Report
Shares and Options Held by Key Management Personnel
The share and option holdings in the following tables relate to Pointerra Limited from 30 June 2016, the date of
acquisition by the accounting acquirer Pointerra Pty Ltd. No comparative information is required as Pointerra Pty Ltd
was not subject to section 300A of the Corporations Act 2001.
Ordinary Shares Held by Key Management Personnel – 30 June 2016
Key Management
Person
Robert Newman (1)
Ian Olson (2)
Graham Griffiths (3)
Neville Basset (3)
Guy T. Le Page (4)
Keong Chan (5)
Azlan Asidin (6)
Balance
at beginning of year
Granted as
remuneration
during year
Issued on exercise
of options
during year
Other changes
during the year
Balance
at end of year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,469,384
10,903,300
3,566,666
1,732,266
-
-
-
4,469,384
10,903,300
3,566,666
1,732,266
-
-
-
20,671,616
20,671,616
(1)
(2)
(3)
(4)
(5)
(6)
Appointed 30 June 2016. 3,469,384 shares and 8,691,248 performance shares were issued to Mr Newman in
consideration for his shareholding in Pointerra Pty Ltd.
Appointed 30 June 2016. 10,403,300 shares and 26,061,589 performance shares were issued to Mr Olson in
consideration for his shareholding in Pointerra Pty Ltd.
Appointed 30 June 2016.
Resigned 30 June 2016. As at the date of his resignation, Mr Le Page directly or indirectly held 10,221,721 shares.
Resigned 30 June 2016. As at the date of his resignation, Mr Chan directly or indirectly held 3,189,656 shares.
Resigned 30 June 2016. As at the date of his resignation, Mr Asidin directly or indirectly held 533,333 shares.
Options Held by Key Management Personnel – 30 June 2016
Key Management
Person
Robert Newman (1)
Ian Olson (1)
Graham Griffiths (1)
Neville Basset (1)
Guy T. Le Page (2)
Keong Chan (2)
Azlan Asidin (2)
Balance
at beginning of
year
Granted as
remuneration
during year
Issued on
exercise of
options during
year
Other changes
during the year
Balance
at end of year
Vested and
exercisable
at end of year
-
-
-
-
-
-
-
-
5,000,000
30,000,000
20,000,000
5,000,000
-
-
-
60,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,000,000
5,000,000
30,000,000
30,000,000
20,000,000
20,000,000
5,000,000
5,000,000
-
-
-
-
-
-
60,000,000
60,000,000
(1)
(2)
Appointed 30 June 2016
Resigned 30 June 2016
Pointerra Limited ABN 39 078 388 155 10
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Directors’ Report
Details of options over ordinary shares in the Company that were granted as remuneration during the year are as
follows:
Name
Number of options
granted during year
Robert Newman
Ian Olson
Graham Griffiths
Neville Bassett
5,000,000
30,000,000
20,000,000
5,000,000
Exercise price
per option
$
0.05
0.05
0.05
0.05
Expiry date
Vesting date
30 June 2019
30 June 2019
30 June 2019
30 June 2019
30 June 2016
30 June 2016
30 June 2016
30 June 2016
Number of
options vested
during year
5,000,000
30,000,000
20,000,000
5,000,000
Other transactions with key management personnel of the Company:
Loans from key management personnel
Robert Newman
Ian Olson
$
2,963
5,709
Shares issued to Directors
The following ordinary shares and performance shares were issued to directors or their related parties in
consideration for the acquisition of their shares in Pointerra Pty Ltd.
Robert Newman
Ian Olson
Neville Bassett
Ordinary Shares
Performance Shares
3,469,384
10,403,300
1,732,266
8,691,248
26,061,589
-
On 30 June 2016 RM Corporate Finance Pty Ltd, a company of which Mr Guy Le Page (a former director) is a related
party, was issued 12,500,000 ordinary shares and 42,000,000 options (with an expiry date of 30 June 2019 and
exercise price of $0.05 each) in consideration for advisory and underwriting services. The fair value of the shares and
options were $0.03 and $0.0135 respectively.
Subsequent events
No matters or circumstances have arisen since the end of the financial year which significantly affected or may
significantly affect the operations of the Company, the results of those operations, or the state of affairs of the
Company in future financial years.
Non-audit services
No non-audit services were provided by the auditor during the year.
Auditor’s Independence Declaration
The lead auditor’s independence declaration as required under section 307C of the Corporations Act 2001 has been
received and can be found directly following the directors’ report.
This Report of the Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of the
Board of Directors made pursuant to s.298(2) of the Corporations Act of 2001.
Neville Bassett
Director
30 September 2016
Pointerra Limited ABN 39 078 388 155 11
For personal use only
To The Board of Directors
As lead audit director for the audit of the financial statements of Pointerra Limited for the
financial year ended 30 June 2016, I declare that to the best of my knowledge and belief,
there have been no contraventions of:
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
any applicable code of professional conduct in relation to the audit.
Yours faithfully
BENTLEYS
Chartered Accountants
DOUG BELL CA
Director
Dated at Perth this 30th day of September 2016
For personal use only
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
for the year ended 30 June 2016
Revenue
Depreciation and amortisation expense
Share-based payment expense
Acquisition transaction expense
Other expenses
Loss before income tax
Income tax expense
Note
14
3
4
2016
$
-
(589)
(811,842)
(1,891,727)
(53,505)
(2,757,663)
-
2015
$
-
-
-
-
(8,269)
(8,269)
-
Loss after income tax for the year
(2,757,663)
(8,269)
Other comprehensive income
-
-
Total comprehensive loss for the year attributable to members of the
Company
(2,757,663)
(8,269)
Earnings per share
Basic and diluted loss per share
12
cents
(3.16)
cents
(0.0095)
The accompanying notes form part of these consolidated financial statements.
Pointerra Limited ABN 39 078 388 155 13
For personal use only
Consolidated Statement of Financial Position
as at 30 June 2016
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
Note
2016
$
2015
$
7
8
9
10
11
5,074,609
10,254
5,084,863
4,873
4,873
5,089,736
766,472
46,146
812,618
812,618
100
751
851
-
-
851
9,020
-
9,020
9,020
NET ASSETS / (DEFICIENCY)
4,277,118
(8,169)
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY / (SHAREHOLDERS’ DEFICIT)
13
5,662,919
1,380,131
(2,765,932)
4,277,118
100
-
(8,269)
(8,169)
The accompanying notes form part of these consolidated financial statements.
Pointerra Limited ABN 39 078 388 155 14
For personal use only
Consolidated Statement of Changes in Equity
for the year ended 30 June 2016
Issued
capital
$
Share-based
payment
reserve
$
Accumulated
losses
$
BALANCE AT 1 JULY 2014
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Transactions with owners recorded
directly in equity
Shares issued
BALANCE AT 30 JUNE 2015
BALANCE AT 1 JULY 2015
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Transactions with owners recorded
directly in equity
Shares issued
Share issue transaction costs
Share-based payments
-
-
-
-
100
100
100
-
-
-
6,931,050
(1,268,231)
-
-
-
-
-
-
-
-
-
-
-
-
1,380,131
Total
$
-
(8,269)
-
(8,269)
100
(8,169)
-
(8,269)
-
(8,269)
-
(8,269)
(8,269)
(8,169)
(2,757,663)
(2,757,663)
-
-
(2,757,663)
(2,757,663)
-
-
6,931,050
(1,268,231)
1,380,131
BALANCE AT 30 JUNE 2016
5,662,919
1,380,131
(2,765,932)
4,277,118
The accompanying notes form part of these consolidated financial statements.
Pointerra Limited ABN 39 078 388 155 15
For personal use only
Consolidated Statement of Cash Flows
for the year ended 30 June 2016
CASH FLOWS FROM OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash on acquisition of controlled entity
Net cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Net cash flows from financing activities
Net increase in cash held
Cash and cash equivalents at beginning of financial year
Note
18(b)
3
2016
$
-
75,478
75,478
4,999,031
4,999,031
5,074,509
100
Cash and cash equivalents at end of financial year
18(a)
5,074,609
The accompanying notes form part of these consolidated financial statements.
2015
$
-
-
-
100
100
-
100
Pointerra Limited ABN 39 078 388 155 16
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016
NOTE 1. CORPORATE INFORMATION
Pointerra Limited is a for-profit company limited by shares incorporated in Australia whose shares are publicly traded on the
ASX. Pointerra Limited changed its name from Soil Sub Technologies Limited on 30 June 2016.
The registered office is:
C/- Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000
The principal place of business is:
Level 2, 27 Railway Road, Subiaco WA 6008
The financial report for the year ended 30 June 2016 was authorised for issue in accordance with a resolution of the Directors
on 30 September 2016.
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
This financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. The
financial statements also comply with International Financial Reporting Standards (IFRS), as issued by the International
Accounting Standards Board (IASB).
The consolidated financial statements comprise the financial statements of Pointerra Limited and its subsidiaries at the reporting
date (the “Group”).
The financial statements have been prepared on an accruals basis and are measured at historical cost, except for assets and
liabilities acquired in business combinations, which are initially measured at fair value. All amounts are presented in Australian
dollars.
Accounting policies have been consistently applied, unless otherwise stated.
Acquisition of Pointerra Pty Ltd
On 30 June 2016, Pointerra Limited (formerly Soil Sub Technologies Limited) acquired 100% of the ordinary share capital of
Pointerra Pty Ltd. In accordance with reverse asset acquisition accounting principles under AASB 3 Business Combinations,
Pointerra Pty Ltd is the deemed acquirer of Soil Sub Technologies Limited. The comparative figures for the year ended 30 June
2015 are those of the accounting acquirer Pointerra Pty Ltd.
Basis of consolidation
Subsidiaries are fully consolidated from the date the Group obtains control until such time as control ceases. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power to direct the activities of the entity.
The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent
accounting policies. In preparing the consolidated financial statements, all intercompany balances and transactions, income and
expenses and profit and losses arising from intra-group transactions are eliminated in full.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition method involves
recognising at acquisition date, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-
controlling interest in the acquiree. The identifiable assets acquired and the liabilities assumed are measured at their acquisition
date fair values. The difference between the above items and the fair value of the consideration (including the fair value of any
pre-existing investment in the acquiree) is goodwill or a discount on acquisition.
Investments in subsidiaries are accounted for at cost in the separate financial statements of Pointerra Limited.
Pointerra Limited ABN 39 078 388 155 17
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income tax
The income tax expense / (benefit) for the year 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 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 and
unused tax losses.
Current and deferred income tax expense / (benefit) 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.
Tax consolidation legislation
Pointerra Limited and its wholly-owned Australian subsidiary have not implemented tax consolidation legislation.
Pointerra Limited ABN 39 078 388 155 18
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Plant and equipment
Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any
accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable
amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are
recognised either in the profit and loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal
assessment of recoverable amount is made when impairment indicators are present.
The carrying amount of plant and equipment is reviewed annually by the Directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that
will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to
their present values in determining recoverable amounts.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be
measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are
incurred.
Financial Instruments
Recognition and initial measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the Company becomes a party
to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within
timeframes established by marketplace convention.
Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair
value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are
expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.
Classification and subsequent measurement
Financial instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method,
or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable,
willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances,
valuation techniques are adopted.
Amortised cost is calculated as:
a)
b)
c)
d)
the amount at which the financial asset or financial liability is measured at initial recognition;
less principal repayments;
plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the
maturity amount calculated using the effective interest method;
less any reduction for impairment.
The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to
the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums
or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial
instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will
necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss.
Pointerra Limited ABN 39 078 388 155 19
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment of assets
At the end of each reporting period, the Company 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 such an indication exists, an
impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair
value less costs to sell and value in use, to the asset’s carrying value. Any excess of the asset’s carrying value over its
recoverable amount is expensed to the statement of comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company 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.
Employee Benefits
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within twelve
months after the end of the period in which the employees render the related service are recognised in respect of employees’
services up to the end of the reporting date and are measured at the amounts expected to be paid when the liabilities are
settled. The liability for annual leave is recognised in the provision for employee benefits. No liabilities are recognised for non-
accumulating sick leave.
The liability for long service leave and other employee entitlements expected to be settled more than 12 months from the
reporting date is recognised and measured as the present value of expected future payments to be made in respect of services
provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future
wage and salary levels, experience of employee departures, and years of service. Expected future payments are discounted
using market yields at the reporting date on corporate bonds with terms to maturity and currencies that match, as closely as
possible, the estimated future cash outflows.
Contributions to defined contribution superannuation funds are recognised as an expense as they become payable.
Foreign currency translation
Functional and presentation currency
The financial report is presented in Australian dollars, which is the Company’s functional currency.
Transactions 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, except where deferred in
equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to
the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise the exchange difference is
recognised in profit or loss.
Pointerra Limited ABN 39 078 388 155 20
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Share-based payment transactions
The Company measures the cost of equity-settled transactions with Directors and employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using a Black-
Scholes option pricing model.
For equity transactions with consultants and other employees, the fair value reflects the value attributable to services where
applicable. Where there is no quantifiable value of services, the value of options is calculated using the Black-Scholes option
pricing model, or the quoted bid price where applicable.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments
with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in
current liabilities on the balance sheet.
Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Company prior to the end of the financial
year which are unpaid. The amounts are unsecured and are usually paid within thirty days of recognition. Trade and other
payables are presented as current liabilities unless payment is not due within twelve months from the reporting date. They are
recognised at their fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings
Borrowings are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost
using the effective method, with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial
recognition.
The Company derecognises financial liabilities when and only when the Company’s obligations are discharged, cancelled or
they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and
payable is recognised in profit or loss.
Issued capital
Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs
arising on the issue of ordinary shares are recognised directly in equity as a reduction net of tax of the share proceeds received.
Pointerra Limited ABN 39 078 388 155 21
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to owners of the Company, excluding any costs
of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for any bonus elements in ordinary shares issued during the year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
•
•
the after 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.
Revenue and other income
Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts
and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of
interest that is generally accepted in the market for similar arrangements. The difference between the amount initially
recognised and the amount ultimately received is interest revenue.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
All revenue is stated net of the amount of goods and services tax (GST).
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 Taxation Office. In these circumstances, the GST is recognised as part of the cost of acquisition
of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown
inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and
financing activities, which are disclosed as operating cash flows.
Comparatives
When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the
current financial year.
Pointerra Limited ABN 39 078 388 155 22
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Critical accounting estimates and judgments
The Directors evaluate estimates and judgments incorporated into the financial report 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 Company.
Key Estimate – Taxation
Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best estimates of
Directors. These estimates take into account both the financial performance and position of the Companies as they pertain to
current income taxation legislation, and the Directors’ understanding thereof. No adjustment has been made for pending or
future taxation legislation. The current income tax position represents the Directors’ best estimate, pending an assessment by
the Australian Taxation Office.
Key Estimate – Share-based payments
The Company measures the cost of equity-settled transactions with Directors and employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined using the Black-Scholes model using
the assumptions disclosed in Note 14. The accounting estimates and assumptions relating to equity settled share-based
payments used would have no impact on assets and liabilities within the next reporting period but may impact expenses and
equity.
Pointerra Limited ABN 39 078 388 155 23
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair value of assets and liabilities
The Company measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on
the requirements of the applicable Accounting Standard.
Fair value is the price the Company would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie
unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair
value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair
values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques.
These valuation techniques maximise, to the extent possible, the use of observable market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market
with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most
advantageous market available to the entity at the end of the reporting period (ie the market that maximises the receipts from the
sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and
transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its
highest and best use or to sell it to another market participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment
arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments,
by reference to observable market information where such instruments are held as assets. Where this information is not
available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial
statements.
Valuation techniques
In the absence of an active market for an identical asset or liability, the Company selects and uses one or more valuation
techniques to measure the fair value of the asset or liability, The Company selects a valuation technique that is appropriate in
the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data
primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by
the Company are consistent with one or more of the following valuation approaches:
Market approach: valuation techniques that use prices and other relevant information generated by market transactions for
identical or similar assets or liabilities.
Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single
discounted present value.
Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity.
Pointerra Limited ABN 39 078 388 155 24
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset
or liability, including assumptions about risks. When selecting a valuation technique, the Company gives priority to those
techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed
using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and
sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data
is not available and therefore are developed using the best information available about such assumptions are considered
unobservable.
Fair value hierarchy
AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value
measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement
can be categorised into as follows:
Level 1
Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date.
Level 2
Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly or indirectly
Level 3
Measurements based on unobservable inputs for the asset or liability.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation
techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant
inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs
are not based on observable market data, the asset or liability is included in Level 3.
The Company would change the categorisation within the fair value hierarchy only in the following circumstances:
(i)
(ii)
if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or
if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa.
When a change in the categorisation occurs, the Company recognises transfers between levels of the fair value hierarchy (i.e.
transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred.
Pointerra Limited ABN 39 078 388 155 25
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
New, revised or amending Accounting Standards and Interpretations adopted
The group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting
Standards and Interpretations did not have any significant impact on the financial performance or position of the group during
the financial year.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the group for the annual reporting period ended 30 June 2016. The group's assessment of the
impact of these new or amended Accounting Standards and Interpretations, most relevant to the group, are set out below.
AASB 9 Financial Instruments
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all previous
versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. AASB 9
introduces new classification and measurement models for financial assets. A financial asset shall be measured at amortised
cost, if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, which arise
on specified dates and solely principal and interest. All other financial instrument assets are to be classified and measured at fair
value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on
equity instruments (that are not held-for-trading) in other comprehensive income ('OCI'). For financial liabilities, the standard
requires the portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI (unless it would
create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting
treatment with the risk management activities of the entity. New impairment requirements will use an 'expected credit loss'
('ECL') model to recognise an allowance. Impairment will be measured under a 12-month ECL method unless the credit risk on
a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. The
standard introduces additional new disclosures. The group will adopt this standard from 1 July 2018 but the impact of its
adoption is yet to be assessed by the group.
AASB 15 Revenue from Contracts with Customers
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single
standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer
of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied) to be
identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for
the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a
basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no distinct observable prices
exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an
expense rather than adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains
control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for
promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an
appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is
satisfied. Contracts with customers will be presented in an entity's statement of financial position as a contract liability, a contract
asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Sufficient
quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant
judgements made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a
contract with a customer. The group will adopt this standard from 1 July 2018 but the impact of its adoption is yet to be assessed
by the group.
Pointerra Limited ABN 39 078 388 155 26
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
AASB 16 Leases
This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB 117
‘Leases’ and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions, a ‘right-
of-use’ asset will be capitalised in the statement of financial position, measured as the present value of the unavoidable future
lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of
low-value assets (such as personal computers and small office furniture) where an accounting policy choice exists whereby
either a ‘right-of-use’ asset is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding
to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs
incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating lease expense
recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and an interest
expense on the recognised lease liability (included in finance costs). In the earlier periods of the lease, the expenses associated
with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However EBITDA (Earnings
Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense is replaced by interest
expense and depreciation in profit or loss under AASB 16. For classification within the statement of cash flows, the lease
payments will be separated into both a principal (financing activities) and interest (either operating or financing activities)
component. For lessor accounting, the standard does not substantially change how a lessor accounts for leases. The group will
adopt this standard from 1 July 2019 but the impact of its adoption is yet to be assessed by the group.
Pointerra Limited ABN 39 078 388 155 27
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 3. BUSINESS COMBINATIONS
On 30 June 2016, Pointerra Limited (formerly Soil Sub Technologies Limited) acquired 100% of the ordinary share capital of
Pointerra Pty Ltd as detailed in the prospectus lodged with the ASX on 29 April 2016.
In accordance with reverse asset acquisition accounting principles, Pointerra Pty Ltd is the deemed acquirer of Soil Sub
Technologies Limited, as Pointerra Pty Ltd gained control of the Board and voting power by virtue of shareholdings. The
consideration is deemed to have been incurred by Pointerra Pty Ltd in the form of equity instruments issued to Soil Sub
Technologies Limited shareholders. The consolidation of these two companies is on the basis of the continuation of Pointerra
Pty Ltd with no fair value adjustments, whereby Pointerra Pty Ltd is the accounting parent. Therefore, the most appropriate
treatment for the transaction is to account for it under AASB 2 Share Based Payments, whereby Pointerra Pty Ltd is deemed to
have issued shares to Soil Sub Technologies Limited shareholders in exchange for the net assets held by Soil Sub Technologies
Limited.
In this instance the value of the Soil Sub Technologies Ltd shares provided has been determined as the notional number of
equity instruments that the shareholders of Pointerra Pty Ltd would have had to issue to Soil Sub Technologies Ltd to give the
owners of Pointerra Pty Ltd the same percentage ownership in the combined entity.
The acquisition date fair value of this consideration has been determined with reference to the fair value of the issued shares of
Soil Sub Technologies Limited immediately prior to the acquisition and has been determined to be $1,050,514 based on
35,017,127 shares based on a value of $0.03 per share, being the issue price under the Prospectus. As a result, transaction
costs of $1,891,727 have been determined being the difference between the consideration and the fair value of net assets of
Soil Sub Technologies Limited as at the acquisition date.
Below is a summary of the consideration transferred and fair value of the assets and liabilities acquired at acquisition date.
Fair value of consideration transferred
Fair value of assets and liabilities held at acquisition date (Soil Sub Technologies Limited)
Cash at bank
Trade and other receivables
Trade and other payables
Financial liabilities
Fair value of net liabilities assumed on acquisition
Excess deemed consideration on acquisition transaction expense
1,050,514
75,478
5,671
(415,857)
(506,505)
(841,213)
1,891,727
Pointerra Limited ABN 39 078 388 155 28
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 4.
INCOME TAX
(a) The components of tax expense comprise:
Current
Deferred
(b) Reconciliation of income tax expense to prima facie tax payable
The prima facie tax on profit from ordinary activities before income tax is
reconciled to the income tax as follows:
Prima facie tax on operating loss at 30% (2015: 30%)
Add / (Less):
Tax effect of:
Movement in deferred taxes as a consequence of amortisation
Deferred tax assets not brought to account
Income tax expense/(benefit)
(c) Deferred tax assets
Accrued expenses
Capital raising costs
Tax losses
Total deferred tax assets
Set-off deferred tax liabilities pursuant to set-off provisions
Less deferred tax assets not recognised
Net deferred tax assets
(d) Deferred tax liabilities
Other
Set-off deferred tax liabilities
Net deferred tax liabilities
(e) Tax losses
2016
$
2015
$
-
-
-
-
-
-
(827,299)
(2,481)
827,299
-
4,500
304,375
114,306
423,181
-
(423,181)
-
-
-
-
-
2,481
-
-
-
2,481
2,481
-
(2,481)
-
-
-
-
Unused tax losses for which ne deferred tax asset has been recognised
Potential tax benefit @ 30%
381,019
114,306
8,269
2,481
The benefit for tax losses will only be obtained if:
i.
ii.
iii.
The company and consolidated entity derive future assessable income of a nature and an amount sufficient to enable
the benefit from the deductions for the losses to be realised;
The company and consolidated entity continue to comply with the conditions for deductibility imposed by law; and
No changes to the tax legislation adversely affect the ability of the company and consolidated entity to realise these
benefits.
Pointerra Limited ABN 39 078 388 155 29
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 5. AUDITOR’S REMUNERATION
Remuneration of the auditor for:
– Auditing or reviewing the financial report
NOTE 6. KEY MANAGEMENT PERSONNEL COMPENSATION AND RELATED
PARTY TRANSACTIONS
(a) Key management personnel compensation
Share-based payments
(b) Loans from key management personnel
Robert Newman
Ian Olson
Total
2016
$
2015
$
15,000
15,000
811,842
811,842
2,963
5,709
8,672
-
-
-
-
-
-
The loans are non-interest-bearing, unsecured and have no fixed terms of repayment.
(c) Shares issued to directors
The following ordinary shares and performance shares were issued to directors or their related parties in consideration for the
acquisition of their shares in Pointerra Pty Ltd.
Robert Newman
Ian Olson
Neville Bassett
Ordinary Shares
Performance Shares
3,469,384
10,403,300
1,732,266
8,691,248
26,061,589
-
(d) Other transaction with related parties
On 30 June 2016 RM Corporate Finance Pty Ltd, a company of which Mr Guy Le Page (a former director) is a related party, was
issued 12,500,000 ordinary shares and 42,000,000 options (with an expiry date of 30 June 2019 and exercise price of $0.05
each) in consideration for advisory and underwriting services. The fair value of the shares and options were $0.03 and $0.0135
respectively.
Pointerra Limited ABN 39 078 388 155 30
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 7. CASH AND CASH EQUIVALENTS
Cash at bank
NOTE 8. TRADE AND OTHER RECEIVABLES
CURRENT
GST receivable
NOTE 9. PLANT AND EQUIPMENT
At cost
Accumulated depreciation
Movement in the carrying amounts for plant and equipment during the year:
Balance at beginning of year
Additions
Depreciation expense
Balance at end of year
NOTE 10. TRADE AND OTHER PAYABLES
CURRENT
Unsecured Liabilities:
Trade creditors
Accruals
NOTE 11. BORROWINGS
CURRENT
Loans from unrelated parties
Loans from related parties
The loans are non-interest-bearing, unsecured and have no fixed terms of repayment.
2016
$
2015
$
5,074,609
100
10,254
751
5,462
(589)
4,873
-
5,462
(589)
4,873
-
-
-
-
-
-
-
751,472
15,000
766,472
9,020
-
9,020
37,474
8,672
46,146
-
-
-
Pointerra Limited ABN 39 078 388 155 31
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 12. EARNINGS PER SHARE
Earnings used in calculating basic loss per share
Weighted average number of ordinary shares used as the denominator in calculating basic
loss per share
2016
$
2015
$
(2,757,663)
(8,269)
No.
No.
87,320,561
86,666,666
This calculation does not include instruments that could potentially dilute basic earnings per share in the future, as these
instruments are anti-dilutive, since their inclusion would reduce the loss per share.
NOTE 13. ISSUED CAPITAL
325,992,157 (2015: 10,000) fully paid ordinary shares
Less: capital raising fees
Net issued capital
Movements:
As at 1 July 2014
Incorporation
As at 30 June 2015
Soil Sub Technologies Ltd issued capital prior to acquisition
Acquisition of Pointerra Pty Ltd
Elimination of Pointerra Pty Ltd shares upon reverse acquisition
Capital raising
Shares issued in settlement of financial liabilities acquired
Share-based payments in lieu of cash corporate advisory fee
Share issue costs
As at 30 June 2016
2016
$
6,931,150
(1,268,231)
5,662,919
2015
$
100
-
100
$
No.
-
100
100
-
10,000
10,000
-
35,017,127
1,050,514
86,666,666
-
(10,000)
4,999,031
166,634,364
506,505
375,000
25,174,000
12,500,000
(1,268,231)
-
5,662,919
325,992,157
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of
shares held.
At the shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has
one vote on a show of hands.
Pointerra Limited ABN 39 078 388 155 32
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 13. ISSUED CAPITAL (continued)
Performance shares
The performance shares were issued on 30 June 2016 as part consideration for the acquisition of Pointerra Pty Ltd.
Class
Expiry
Performance milestones for conversion
Class A
30 June 2017
Release of a commercially saleable product based on a 3D dynamic points
database containing at least 100 billion points.
Class B
30 June 2018
Execution of a commercial technology evaluation agreement with an
independent third party for potential use of Pointerra’s DaaS solution, and
the volume weighted average price of shares traded on the ASX over 20
consecutive days is not less than $0.06.
Class C
30 June 2019
Execution of a commercial license agreement with an independent third
party for potential use of Pointerra’s DaaS solution, and the volume
weighted average price of shares traded on the ASX over 20 consecutive
days is not less than $0.09.
Number of
shares
45,000,000
60,000,000
60,000,000
165,000,000
Upon conversion, the shares into which performance shares convert will rank equally with other ordinary shares.
If the relevant milestone is not achieved by the required date, each performance share in that class will be automatically
redeemed by the Company for $0.00001 within 10 business days of non-satisfaction of the milestone.
Options
At the end of the year, the following options over unissued ordinary shares were outstanding:
-
102,000,000 options expiring 30 June 2019 at an exercise price of $0.05.
Capital management
The Directors’ objectives when managing capital are to ensure that the Company can fund its operations and continue as a
going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders.
Due to the nature of the Company’s activities, the Company does not have ready access to credit facilities, with the primary
source of funding being equity raisings. Therefore, the focus of the Company’s capital risk management is the current working
capital position against the requirements of the Company to meet business development and corporate overheads. The
Company’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to
initiating appropriate capital raisings as required.
The table below shows the working capital position of the Company at 30 June 2016 and 30 June 2015.
Working Capital:
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Borrowings
Working capital surplus / (deficiency)
2016
$
5,074,609
10,254
(766,472)
(46,146)
4,272,245
2015
$
100
751
(9,020)
-
(8,169)
Pointerra Limited ABN 39 078 388 155 33
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 14. SHARE-BASED PAYMENTS
(a) Shares issued for corporate advisory services
12,500,000 shares were issued on 30 June 2016 in settlement of a corporate advisory fee of $375,000. They were accounted
for as share issue costs.
(b) Options issued for underwriting fees
42,000,000 options with an expiry date of 30 June 2019 and an exercise price of $0.05 were issued on 30 June 2016 in
settlement of underwriting fees. The options were valued at $0.0135 and were accounted for as share issue costs.
(c) Options issued to directors
60,000,000 options with an expiry date of 30 June 2019 and an exercise price of $0.05 were issued on 30 June 2016 to
directors. The options were valued at $0.0135. $811,842 relating to these options was expensed as share-based payments.
(d) Option valuation assumptions
The fair value of the options granted was estimated as at the date of grant using a Black-Scholes model. The following table lists
the inputs to the model:
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life (years)
Nil
88%
1.59%
3
Share price at grant date, based on acquisition offer price ($)
0.03
(e) Options outstanding at end of year
The following table illustrates the number and weighted average exercise prices (WAEP) of share options granted as share-
based payments on issue during the year.
Outstanding at 1 July
Granted during the year
Outstanding at 30 June
2016
2016 WAEP
2015
2015 WAEP
Number
-
102,000,000
102,000,000
$
-
0.05
0.05
Number
-
$
-
The weighted average remaining contractual life for options outstanding as at 30 June 2016 was 3 years (2015: nil).
NOTE 15. COMMITMENTS
The Group has no commitments.
NOTE 16. CONTINGENT ASSETS AND LIABILITIES
There are no contingent assets or liabilities.
NOTE 17. OPERATING SEGMENTS
The Group has only one reportable segment, being the development and commercialisation of its unique 3D geospatial data
technology.
Pointerra Limited ABN 39 078 388 155 34
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 18. CASH FLOW INFORMATION
(a)
Reconciliation of cash
Cash at the end of the financial year as shown in the Statement of Cash Flows is
reconciled to the related items in the balance sheet as follows:
Cash and cash equivalents
(b)
Reconciliation of cash flow from operations with operating profit after income
tax
Operating loss after income tax
Non-cash flows in loss from ordinary activities
Depreciation and amortisation
Share-based payments
Expense recognised in respect of equity-settled share-based payments
Changes in assets and liabilities
Increase in trade and other receivables
Increase in trade and other payables
2016
$
2015
$
5,074,609
5,074,609
100
100
(2,757,663)
(8,269)
589
811,842
1,891,727
(3,832)
57,337
-
-
-
-
(751)
9,020
-
(c) Non-cash financing and investing transactions
i.
ii.
iii.
86,666,666 shares were issued to the shareholders of Pointerra Pty Ltd for the reverse acquisition. The fair value of this
consideration was determined to be $1,050,514 with reference to the fair value of the issued shares of Soil Sub
Technologies Limited immediately prior to the acquisition. Refer to Note 3 for further information.
12,500,000 shares were issued on 30 June 2016 in settlement of a corporate advisory fee of $375,000. The value of the
shares was based on the fair value of the services rendered. They were accounted for as share issue costs.
42,000,000 options with an expiry date of 30 June 2019 and an exercise price of $0.05 were issued on 30 June 2016 in
settlement of underwriting fees of $568,289. The options were valued at $0.0135 and were accounted for as share issue
costs. Refer to Note 14 for further information.
NOTE 19. EVENTS AFTER THE BALANCE SHEET DATE
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly
affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial
years.
Pointerra Limited ABN 39 078 388 155 35
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 20. FINANCIAL INSTRUMENTS
(a)
Financial Risk Management
The Company’s financial instruments consist mainly of deposits with banks and accounts payable. The main purpose of
non-derivative financial instruments is to raise finance for company operations. The Company does not have any
derivative instruments at 30 June 2016.
i.
Liquidity Risk
Liquidity risk arises from the possibility that the company might encounter difficulty in settling its debts or
otherwise meeting its obligations related to financial liabilities.
The Company manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring
sufficient cash and marketable securities are available to meet the current and future commitments of the
Company. Due to the nature of the Company’s activities, the Company does not have ready access to credit
facilities, with the primary source of funding being equity raisings. The Board of Directors constantly monitor the
state of equity markets in conjunction with the Company’s current and future funding requirements, with a view to
initiating appropriate capital raisings as required. Any surplus funds are invested with major financial institutions.
The financial liabilities of the Company are confined to trade and other payables and current borrowings, as
disclosed in the statement of financial position. All trade and other payables are non-interest bearing and due
within 12 months of the reporting date. Current borrowings are non-interest bearing and have no fixed terms of
repayment.
ii.
Market Risk
The Board meets on a regular basis to analyse currency and interest rate exposure and to evaluate treasury
management strategies in the context of the most recent economic conditions and forecasts.
iii.
Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the
reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate
financial instruments. The Company is also exposed to earnings volatility on floating rate instruments.
Interest rate risk is not material to the Company as no debt arrangements have been entered into.
Foreign exchange risk
The company is not exposed to fluctuations in foreign currencies.
iv.
Credit Risk
Credit risk related to balances with banks and other financial institutions is managed by the Directors in
accordance with approved Board policy. Such policy requires that surplus funds are only invested with
counterparties with a Standard & Poor’s rating of at least AA-. The following table provides information regarding
the credit risk relating to cash and money market securities based on Standard & Poor’s counterparty credit
ratings.
Cash and cash equivalents
— AA- Rated
2016
$
2015
$
5,074,609
100
Pointerra Limited ABN 39 078 388 155 36
For personal use only
Notes to the Financial Statements
for the year ended 30 June 2016 (Continued)
NOTE 20. FINANCIAL INSTRUMENTS (continued)
(b)
Interest Rate Risk
Exposure to interest rate risk arises on cash and term deposits recognised at reporting date whereby a future change in
interest rates will affect future cash flows or the fair value of fixed rate financial instruments.
The sensitivity analysis below has been determined on the exposure to interest rates at the reporting date and on the
basis of the stipulated change taking place at the beginning of the year and held constant throughout the reporting
period. A sensitivity of 0.5% has been selected, as this is considered reasonable considering the current market
conditions (2015: 0.5%).
At 30 June 2016, if interest rates had moved, as illustrated in the table below, with all other variables held constant,
profit/(loss) would have been affected as follows:
Profit/(loss) and equity
+ 0.5% (50 basis points) (2015: +0.5% (50 basis points))
- 0.5% (50 basis points) (2015: -0.5% (50 basis points))
2016
$
2015
$
25,373
(25,373)
-
-
Fair value estimation
The carrying amounts of financial assets and financial liabilities are equal to their fair value based on their short-term
nature. No financial assets or liabilities are required to be measured at their fair value on a recurring basis.
NOTE 21. PARENT ENTITY INFORMATION
Pointerra Limited is the legal parent entity.
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Total comprehensive loss
Legal subsidiary
2016
$
5,080,180
5,080,180
(755,799)
(755,799)
4,324,381
2015
$
48,106
471,139
(876,939)
(876,939)
(405,800)
11,226,774
5,174,230
1,399,045
18,194
(8,301,438)
(5,598,943)
4,324,381
(405,800)
(2,702,495)
(2,437,947)
Name
Country of
incorporation
Class of
share
% Equity
interest 2016
% Equity
interest 2015
Principal activities
Pointerra Pty Ltd (i)
Australia
Ordinary
100%
-
Visualisation and processing of 3D
point cloud datasets
i.
Acquired 30 June 2016
Pointerra Limited ABN 39 078 388 155 37
For personal use only
Directors’ Declaration
In accordance with a resolution of the Directors of Pointerra Limited, the Directors of the Company declare that:
1.
the financial statements and notes are in accordance with the Corporations Act 2001 and:
(a)
comply with Accounting Standards;
(b)
are in accordance with International Financial Reporting Standards issued by the International Accounting
Standards Board, as noted in note 2 to the financial statements;
(c)
give a true and fair view of the financial position as at 30 June 2016 and of the performance for the year ended on
that date of the Company;
2.
in the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable; and
3.
the Directors have been given the declarations required by s 295A of the Corporations Act 2001 from the Chief Executive
Officer and Chief Financial Officer.
Neville Bassett
Director
30 September 2016
Pointerra Limited ABN 39 078 388 155 38
For personal use only
Independent Auditor's Report
To the Members of Pointerra Limited
We have audited the accompanying financial report of Pointerra Limited (“the Company”)
and Controlled Entities (“the Consolidated Entity”), which comprises the statement of
financial position as at 30 June 2016, and the statement of profit or loss and other
comprehensive income, statement of changes in equity and statement of cash flows for
the year then ended, notes comprising a summary of significant accounting policies and
other explanatory information, and the directors’ declaration of the Consolidated Entity,
comprising the Company and the entities it controlled at the year’s end or from time to time
during the financial year.
Directors Responsibility for the Financial Report
The directors of the Company are responsible for the preparation of the financial report
that gives a true and fair view in accordance with Australian Accounting Standards and
the Corporations Act 2001 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, the
directors also state, in accordance with Accounting Standards 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 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 entity’s preparation of the financial report that
gives a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the
directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
For personal use only
Independent Auditor’s Report
To the Members of Pointerra Limited (Continued)
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Opinion
In our opinion:
a. The financial report of Pointerra Limited is in accordance with the Corporations Act 2001, including:
i.
giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2016 and of its
performance for the year ended on that date; and
ii.
complying with Australian Accounting Standards and the Corporations Regulations 2001;
b. The financial statements also comply with International Financial Reporting Standards as disclosed in
Note 2.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2016.
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Pointerra Limited for the year ended 30 June 2016, complies with
section 300A of the Corporations Act 2001.
BENTLEYS
Chartered Accountants
DOUG BELL CA
Director
Dated at Perth this 30th day of September 2016
For personal use only
Corporate Governance Statement
The Board of Directors of the Company is responsible for the Corporate Governance of the Company. The Board is
committed to achieving and demonstrating the highest standard of corporate governance applied in a manner that is
appropriate to the Company’s circumstances.
The Company has taken note of the Corporate Governance Principles and Recommendations 3rd edition, which was
released by the ASX Corporate Governance Council on 27 March 2014 and became effective for the financial year
beginning on or after 1 July 2014.
The Company’s Corporate Governance Statement is current as of the date of this report and it has been approved by the
Board. The Corporate Governance Statement is available on the Company’s website at: www.pointerra.com
Pointerra Limited ABN 39 078 388 155 41
For personal use only
Additional Information for Shareholders
The shareholder information set out below was applicable as at 19 September 2016.
Distribution of equity securities:
Analysis of numbers of equity security holders by size of holding:
Holding
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Total
Total holders
Number of
Shares
% of issued
capital
804
148
86
320
269
49,909
360,384
586,659
13,822,401
311,172,804
0.02
0.11
0.18
4.24
95.45
1,627
325,992,157
100.00
Less than marketable parcel
Number of shares in
minimum parcel size
16,666
Holders
1,122
Units
2,037,812
The names of the 20 largest holders of fully paid ordinary shares as at 19 September 2016:
Name
Number of
shares
Percentage
1.
2.
3.
4.
5.
6.
7.
8.
Cartovista Pty Ltd
Fifth Season Investments Ltd
Egmont Pty ltd
Celtic Capital Pty Ltd
J P Morgan Nominees Australia Ltd
Jennifer Olson
Philippa Cameron Cummins
Pershing Australia Nominees Pty Ltd
9.
Saltini Pty Ltd
10. Mulloway Pty Ltd
11. Mark & Alison morrison
12. Michael Freeth
13.
BT Global Holdings Pty Ltd
14. Daniel Paul Wise
15.
Ioniq Innovation Pty Ltd
16. Cliffway Pty Ltd
17. Orequest Pty Ltd
18. Corporate Equity Pty Ltd
19. Robert Wittenoom
20.
Austral Capital Pty Ltd
Total
Total all ordinary shares
24,261,426
13,867,831
13,300,000
10,666,667
10,015,333
7,977,157
7,820,811
7,800,000
5,924,000
5,850,000
5,822,742
5,822,742
5,666,666
5,550,000
4,852,285
4,500,000
4,333,333
3,867,271
3,700,000
3,500,000
7.44
4.25
4.08
3.27
3.07
2.45
2.40
2.39
1.82
1.79
1.78
1.78
1.74
1.70
1.49
1.38
1.33
1.19
1.13
1.07
155,098,264
47.55
325,992,157
Pointerra Limited ABN 39 078 388 155 42
For personal use only
Additional Information for Shareholders
Substantial holders:
Substantial holders in the Company are set out below:
Name
Cartovista Pty ltd
Number of shares
24,261,426
Class of
shares
Ordinary
Performance shares
Details of unquoted performance shares on issue as at 19 September 2016.
Class
Expiry
Performance milestones for conversion
Class A
30/6/2017
Class B 30/6/2018
Class C 30/6/2019
Release of a commercially saleable product based
on a 3D dynamic points database containing at least
100 billion points.
Execution of a commercial technology evaluation
agreement with an independent third party for
potential use of Pointerra’s DaaS solution, and the
volume weighted average price of shares traded on
the ASX over 20 consecutive days is not less than
$0.06.
Execution of a commercial license agreement with
an independent third party for potential use of
Pointerra’s DaaS solution, and the volume weighted
average price of shares traded on the ASX over 20
consecutive days is not less than $0.09.
Number of
shares
Number of
holders
45,000,000
12
60,000,000
12
60,000,000
12
165,000,000
Holdings of more than 20% of each class:
Holder
Cartovista Pty Ltd
Class A
Class B
Class C
16,575,806
22,101,076
22,11,076
The performance shares convert to ordinary fully paid shares on a one for one basis.
No performmace shares were converted or cancelled during the period.
No milestone for either class of performance shares was met during the period.
Pointerra Limited ABN 39 078 388 155 43
For personal use only
Additional Information for Shareholders
Restricted Securities
The Company has on issue the following restricted securities:
Class of Security
Number
Date cease to be restricted securities
Ordinary shares fully paid
81,134,649
30 June 2017
Ordinary shares fully paid
36,306,017
12 July 2018
Class A Performance Shares
35,521,954
30 June 2017
Class A Performance Shares
9,478,046
12 July 2018
Class B Performance Shares
47,362,605
30 June 2017
Class B Performance Shares
12,637,395
12 July 2018
Class C Performance Shares
47,362,605
30 June 2017
Class C Performance Shares
12,637,395
12 July 2018
Options (30/6/2019; $0.05)
102,000,000
12 July 2018
On-market Buy-back
There is no current on-market buy-back.
Consistency with business objectives
The Company has used its cash and assets in a form readily convertible to cash that it had at the time re-compliance in a
way consistent with its stated business objectives.
Pointerra Limited ABN 39 078 388 155 44
For personal use only