Pointerra
Annual Report 2017

Plain-text annual report

Pointerra Limited ABN 39 078 388 155 Annual Report For the year ended 30 June 2017 Corporate Information Pointerra Limited ABN 39 078 388 155 Directors Graham Griffiths, Non-Executive Chairman Ian Olson, Managing Director Dr Robert Newman, Non-Executive Director Neville Bassett, Non-Executive Director Company Secretary Neville Bassett Registered Office Level 4, 216 St Georges Terrace Perth, WA 6000 Telephone: Facsimile: +61 8 6268 2622 +61 8 6268 2699 Principal Office Level 2, 27 Railway Road Subiaco, WA 6008 Internet Website: Email: www.pointerra.com 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: Telephone: Facsimile: admin@advancedshare.com.au +61 8 9389 8033 +61 8 9262 3723 Solicitors Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth, WA 6000 Telephone: Facsimile: +61 8 9321 4000 +61 8 9262 3723 Stock Exchange Listing Pointerra Limited shares are listed on the Australian Securities Exchange (ASX Code: 3DP) Pointerra Limited ABN 39 078 388 155 Annual Report 2017 Table of Contents Directors’ Report .................................................................................................................................... 1 Auditor’s Independence Declaration ............................................................................................. 14 Consolidated Statement of Profit or Loss and Other Comprehensive Income ....................... 15 Consolidated Statement of Financial Position ............................................................................... 16 Consolidated Statement of Changes in Equity ............................................................................. 17 Condensed Consolidated Statement of Cash Flows ................................................................... 18 Notes to the Condensed Financial Statements ............................................................................. 19 Directors' Declaration ......................................................................................................................... 37 Independent Auditor’s Report .......................................................................................................... 38 Corporate Governance Statement ................................................................................................. 42 Additional Information for Shareholders .......................................................................................... 43 Directors’ Report The directors of Pointerra Limited (“the Company”) present their report, together with the financial statements of the Company, for the financial year ended 30 June 2017. 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 Graham Griffiths Non-executive Chairman 30 June 2016* Ian Olson Managing Director 30 June 2016 Dr Robert Newman Non-executive Director 30 June 2016* Neville Bassett Non-executive Director 30 June 2016 * Effective 1 July 2017 Graham Griffiths assumed the role of Non-Executive Chairman, with retired Chairman Rob Newman continuing to support the Company as a Non-Executive Director. Information on directors Mr Graham Griffiths – Non-Executive Chairman 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 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 and has helped numerous high-growth companies move from private to public status via the ASX. Mr Olson was until recently the owner of WKC Spatial, a geospatial business that specialised in the capture, processing, modelling and management of 3D point cloud data. Ian started his career with Ernst & Young and has worked in London and New York with global investment banks. He is also the Non-Executive Chairman of Gage Roads Brewing Co Ltd. Pointerra Limited ABN 39 078 388 155 1 Directors’ Report Dr Robert Newman – Non-Executive Director 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 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. 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 Period of directorship Mr Graham Griffiths Botanix Pharmaceuticals Ltd 1 July 2016 – current Mr Ian Olson Gage Roads Brewing Co Limited (Non-executive Chairman) Threat Protect Australia Limited 12 November 2007 – current 23 October 2015 – 29 November 2016 Diploma Group Limited 10 October 2007 – 31 March 2015 Range Resources Limited 18 August 2014 – 11 December 2014 Dr Robert Newman Nearmap Ltd 17 February 2011 – current Mr Neville Bassett Longford Resources Ltd (Non-executive Chairman) 22 March 2004 – current Meteoric Resources NL 29 November 2012 – current Vector Resources Ltd 22 April 2010 – current Laconia Resources Ltd Quantify Technology Holdings Ltd The Gruden Group Ltd 8 May 2015 – current 5 February 2016 – 1 March 2017 20 August 2014 – 13 May 2016 Pointerra Limited ABN 39 078 388 155 2 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: Robert Newman Ian Olson Graham Griffiths Neville Bassett Directors’ meetings Ordinary shares Performance shares Options 6,839,724 18,561,006 3,816,666 1,732,266 6,320,908 18,953,883 - - 5,000,000 30,000,000 20,000,000 5,000,000 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 5 5 5 5 5 5 5 5 Directors’ meetings during the year were held via circular resolution. Company Secretary Mr Neville Bassett – appointed 30 June 2016 For further information about Mr Bassett, please refer to the information on directors in this Directors’ Report. Principal Activities 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 First cash receipts from paying customers Highlights • • Key sales team hires in enterprise and surveyor channels • Material growth in enterprise customer and surveyor channel sales pipelines • Continued development of important enterprise level Tier-1 reseller and integration opportunities • Continued technical R&D enhancements and IP protection milestones Sales, Partnerships and Software Licensing During the year the Company focussed on signing up trial customers to its world-first DaaS solution for 3D data in both the “surveyor & data capture professional” and “enterprise” channels. Pointerra grew this pipeline of trial customers across a range of sectors in these channels culminating in first DaaS sales from recurring monthly subscriptions by paying customers in the “surveyor & data capture professional” channel during Q4. Growth in the sales pipeline provided the impetus to commence a recruitment process to provide additional resources for the sales team, which commenced in June and resulted in the addition to two experienced individuals who come to Pointerra from roles with global geospatial giants Hexagon and Trimble. Pointerra Limited ABN 39 078 388 155 3 Directors’ Report The new recruits have made an immediate impact with material incremental growth in the sales pipeline, particularly in the enterprise customer channel where higher DaaS subscription price points are generated. Highlights of growth in the enterprise customer sales channel through the new sales recruits include the addition of government utilities (domestic and international) and global AEC (Architecture-Engineering-Construction) groups as trial licence customers. Pointerra also continued to work with several regional and global tier-1 partners from the geospatial, engineering, aerospace and technology sectors towards the goals of securing strategic partnerships (revenue generating enterprise reseller agreements) and technology integration (software licensing and royalty income) outcomes for the Company. ADVISIAN MOU Pointerra signed an MOU with Advisian Digital Enterprise, part of WorleyParsons Limited. Through the MOU, Pointerra will seek markets for its 3D data management and visualisation technology in conjunction with Advisian Digital Enterprise. Advisian is a global consulting firm built from the merger of Evans & Peck, MTG Ltd. and EcoNomics™ as well as the integration of WorleyParsons Technical Consulting and INTECSEA. Pointerra is working with Advisian’s global Digital Enterprise team to provide the 3D data management and visualisation element of Advisian’s ASSURE asset management solution for a range of customer applications in the hydrocarbons, infrastructure, minerals and metals and chemicals sectors. AAM MOU Pointerra signed an MOU with AAM, the largest geospatial company in our region. AAM provides access to its valuable geospatial data through various channels, including its GEOCIRRUS cloud-based GIS solution via a DaaS model and the GEOCIRRUS Discovery Portal (the AAM shopfront for data/content). As part of expanding and improving its GEOCIRRUS strategy, AAM has agreed to licence, under a commercial agreement, Pointerra’s unique 3D geospatial technology. Both parties are currently working to integrate Pointerra’s technology into GEOCIRRUS, enabling AAM to more effectively sell access to its 3D data library. Under the MOU Pointerra will also be licenced by AAM to sell access to AAM’s 3D data (and derivative products) through its own 3D data marketplace. The full commercial terms of the relationship are being documented in a formal technology licence and partnership agreement, which was initially envisaged to be concluded by the end of July and has been delayed by operational priorities but is still on track for completion in the near-term. Under the terms of the MOU, AAM will pay Pointerra a one-off licence fee for the use of Pointerra’s technology in GEOCIRRUS; AAM will pay Pointerra a royalty based on data usage through the GEOCIRRUS Discovery Portal; and Pointerra will pay AAM a royalty based on data sales made through Pointerra’s 3D data marketplace. RESELLER & PARTNERSHIP AGREEMENTS Pointerra also signed a number of reseller and partnership agreements during the year with NGIS, Curtin University, Esri, CR Kennedy and Blue Marble Geographics. These relationships have provided important technology UI and integration evaluation counterparties and continue to be developed and supported as they also provide important leveraged access to globally distributed revenue generating opportunities. The Company has a highly scalable, low cost business model to commercialise its technology and generate near-term revenue and earnings. A diversity of customer size, nature and geographic location, provides a growing sales and earnings pipeline to fund Pointerra’s ultimate vision of leading the global market for 3D data. Pointerra Limited ABN 39 078 388 155 4 Directors’ Report R&D and Software Development During the year Pointerra’s technical team continued to enhance the deployment of the Company’s innovative 3D data solution in the Amazon Web Services (“AWS”) cloud environment and make our technology available for 3rd party integration evaluation through custom-API’s. The Company also achieved a significant commercial and technical milestone, being the release of a commercially saleable solution containing at least 100 billion points of 3D data, providing confirmation that the Company’s world-first technology had successfully passed the Class A Performance Share milestone hurdle. Through a combination of Pointerra’s proprietary storage and visualisation technology and the massively scalable AWS cloud computing environment, the achievement of this milestone has allowed the Company to begin scaling its DaaS offering to trial and paying customers, as well as attracting technology licensing opportunities with leading regional and global geospatial sector players. Other development activities included: 2nd generation technology stack functionally complete and now in final integration testing phases prior to deployment. • • Cost optimisation through extensive use of Amazon spot pricing for all R&D work. Resulted in cost reduction of around 80% for R&D compute resources. Next phase will be to move as much of the production technology stack as possible to spot pricing. • Progression of second patent to International Type Search stage. We have been advised that "it appears likely that a patent is able to be granted on the invention". • Ongoing development of APIs for 3rd party developers to integrate our technology. • Enabled AWS CloudFront distribution, providing 90 points of presence around the globe for fast response times for users outside of Australia. • Many new product features, including; opened signups - anyone can sign up for a Pointerra account without needing an invitation; added Stripe payment system integration so that customers can select an area of points and purchase them instantly using their credit card; added guest token system so that paying customers can share their data with external users; development of new functionality to allow users to view individual scans or layers - this will greatly enhance the user experience for terrestrial laser scanning data. Corporate During the year several corporate events occurred including the change of roles for Non-Executive Director Graham Griffiths who assumed the role of Non-Executive Chairman, effective 1 July. Pointerra’s evolution from a technology development stage to a globally focused sales business sales-focussed outlook leverages the decades of international technology sales experience that Graham brings to the Company. Retiring Chairman Rob Newman continues to support the Company as a Non-Executive Director, providing the Company with continuity during the transition and ongoing industry skills relevant to Pointerra's global ambitions. During the year the Company in conjunction with corporate advisers, undertook a number of investor relations roadshows to the East Coast and also retained the services of a comprehensive research report by TMT Analytics. The Company also secured voluntary escrow extension for a further 12-months commencing 30 June 2017 by the holders of nearly 52 million (previously 12-month escrowed) Vendor Ordinary Shares and just over 120 million (previously 12-month escrowed) Vendor Class A, B and C Performance Shares. Financial review During the year operating cash outflows were in line with management expectations. During Q4 the Company also commenced documentation of relevant R&D activities for the FY17 year in preparation for lodging a claim for a refundable tax offset under the federal government’s R&D tax incentive program. The relevant documentation was lodged and $496K was received subsequent to year end. The Company continues to operate a lean, agile, low-cost operating model as it begins to scale customer sales. Pointerra Limited ABN 39 078 388 155 5 Directors’ Report Operating Results The loss for the financial year after providing for income tax was $1,304,751 (2016: $2,757,663). Financial Position As at 30 June 2017, the Company had cash of $2,818,005 (2016: $5,074,609) and net assets of $3,066,688 (2016: 4,277,118). Future Developments Pointerra will continue to commercialise its technology via its Data as a Service (“DaaS”) recurring subscription based revenue model as well as by seeking technology licensing and partnership opportunities with Tier-1 companies across the geospatial, technology, engineering and construction sectors to generate a mix of license fees and royalties. Pointerra’s ultimate vision is to create 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 2017. 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 107,000,000 unlisted options 60,000,000 performance shares 60,000,000 performance shares $0.05 $Nil $Nil 30 June 2019 30 June 2018 30 June 2019 Refer to Note 18 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. 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 2017. 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. Pointerra Limited ABN 39 078 388 155 6 Directors’ Report 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. The company does not engage remuneration consultants. 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 pool 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. Voting on the Remuneration Report At the Company’s 2016 Annual General Meeting a resolution to adopt the 2016 Remuneration Report was put to vote and passed unanimously on a show of hands, with the proxy received also indicating majority (90%) support in favour of adopting the Remuneration Report. 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, 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 7 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 Managing Director 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. Company performance, shareholder wealth and Director and executive remuneration The remuneration policy has been tailored to increase goal congruence between shareholders, Directors and executives. 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. 2017 2016 Net profit / (loss) ($1,304,751) ($2,757,663) Share price at year end $0.025 * * The Company was readmitted to quotation on the ASX on 11 July 2016. Pointerra Limited ABN 39 078 388 155 8 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. - - - - - - - - 100 100 100 100 100 100 100 100 Pointerra Limited ABN 39 078 388 155 9 Directors’ Report Details of remuneration for the year ended 30 June 2017 Name Short-term benefits Robert Newman Ian Olson Graham Griffiths Neville Bassett Cash salary & fees $ 45,000 240,000 36,000 36,000 357,000 Non-cash benefit $ - - - - - Post- employment benefits Superannuation $ - 22,800 - - 22,800 Share-based payments Total Performance related Options $ - - - - - $ 45,000 262,800 36,000 36,000 379,800 % - - - - - Details of remuneration for the year ended 30 June 2016 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 2016 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. Name Short-term benefits 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 $ - - - - - - - - (1) (2) Appointed 30 June 2016 Resigned 30 June 2016 Post- employment benefits Superannuation $ - - - - - - - - Share-based payments Total Performance related Options $ 67,653 405,922 270,614 67,653 - - - 811,842 $ 67,653 405,922 270,614 67,653 - - - 811,842 % - - - - - - - - Pointerra Limited ABN 39 078 388 155 10 Directors’ Report Shares and Options Held by Key Management Personnel The number of ordinary shares and options in Pointerra Limited held by each Key Management Personnel of the company during the relevant financial years are as follows: Ordinary Shares Held by Key Management Personnel – 30 June 2017 Key Management Person Robert Newman Ian Olson Graham Griffiths Neville Bassett Balance at beginning of year 4,469,384 Granted as remuneration during year - 10,903,300 3,566,666 1,732,266 20,671,616 - - - - Issued on exercise of options during year - - - - - Other changes during the year 2,370,340(1) 7,657,706(2) 250,000 - Balance at end of year 6,839,724 18,561,006 3,816,666 1,732,266 10,278,046 30,949,662 (1) (2) On 30 June 2017, 2,370,340 Class A Performance shares were converted into Ordinary Shares, refer to Note 18 for further information. 300,000 and 250,000 Ordinary Shares were acquired from an on-market trades on 5 September 2016 and 3 May 2017 respectively. On 30 June 2017, 7,107,706 Class A Performance shares were converted into Ordinary Shares, refer to Note 18 for further information. Ordinary Shares Held by Key Management Personnel – 30 June 2016 Key Management Person Robert Newman (1) Ian Olson (2) Graham Griffiths (3) Neville Bassett (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 4,469,384 Balance at end of year 4,469,384 10,903,300 10,903,300 3,566,666 1,732,266 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. Pointerra Limited ABN 39 078 388 155 11 Directors’ Report Options Held by Key Management Personnel – 30 June 2017 Key Management Person Robert Newman Ian Olson Graham Griffiths Neville Bassett Balance at beginning of year 5,000,000 30,000,000 20,000,000 5,000,000 60,000,000 Granted as remuneration during year Issued on exercise of options during year - - - - - - - - - - Other changes during the year - Balance at end of year 5,000,000 Vested and exercisable at end of year 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 Options Held by Key Management Personnel – 30 June 2016 Key Management Person Robert Newman (1) Ian Olson (1) Graham Griffiths (1) Neville Bassett (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 - - - - - - - - 5,000,000 30,000,000 20,000,000 5,000,000 - - - 60,000,000 - - - - - - - - Other changes during the year - Balance at end of year 5,000,000 Vested and exercisable at end of year 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 Other transactions with key management personnel of the Company: Loans from key management personnel Robert Newman Ian Olson Shares issued to Directors 2016 $2,963 $5,709 2017 - - 2017 2016 Ordinary Shares Performance Shares Ordinary Shares Performance Shares Robert Newman Ian Olson Neville Bassett - - - - - - 3,469,384 10,403,300 1,732,266 8,691,248 26,061,589 - On 30 June 2016, 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. Other transactions A total of $11,467.50 was paid to NGIS Australia Pty Ltd, a company of which Graham Griffiths is a related party of (Chairman of the Board) in consideration for expenses that were classified as research and development costs. Pointerra Limited ABN 39 078 388 155 12 Directors’ Report 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 29 September 2017 Pointerra Limited ABN 39 078 388 155 13 To The Board of Directors Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 As lead audit director for the audit of the financial statements of Pointerra Limited for the financial year ended 30 June 2017, 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 29th day of September 2017 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2017 Revenue Other income Administrative expenses Advertising and marketing expenses Compliance and regulatory expenses Research and development expenses Share based payment expenses Acquisition transaction expense Other expenses Loss before income tax Income tax expense Note 7 8 9 20 3 10 2017 $ 4,635 548,351 (599,130) (37,283) (35,911) (1,078,615) 2016 $ - - (15,000) (5,282) (13,688) - (30,772) (811,842) - (1,891,727) (76,026) (20,124) (1,304,751) (2,757,663) - - Loss after income tax for the year (1,304,751) (2,757,663) Other comprehensive income - - Total comprehensive loss for the year attributable to members of the Company (1,304,751) (2,757,663) Earnings per share Cents Cents Basic and diluted loss per share 17 (0.40) (3.16) The accompanying notes form part of these consolidated financial statements. Pointerra Limited ABN 39 078 388 155 15 Consolidated Statement of Financial Position as at 30 June 2017 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings Provisions TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Note 2017 $ 2016 $ 11 12 13 14 15 16 2,818,005 5,074,609 536,336 10,254 6,475 - 3,360,816 5,084,863 60,768 46,011 106,779 4,873 - 4,873 3,467,595 5,089,736 369,010 - 31,897 766,472 46,146 - 400,907 812,618 400,907 812,618 3,066,688 4,277,118 18 19 5,728,469 5,662,919 1,408,902 1,380,131 (4,070,683) (2,765,932) 3,066,688 4,277,118 The accompanying notes form part of these condensed financial accounts Pointerra Limited ABN 39 078 388 155 16 Consolidated Statement of Changes in Equity for the year ended 30 June 2017 Note Issued Capital $ Option Reserves Accumulated Losses $ $ Total $ 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 - - - 6,931,050 (1,268,231) - - - - - - - 1,380,131 (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 BALANCE AT 1 JULY 2016 Loss for the year Other comprehensive income Total comprehensive loss for the year Transactions with owners recorded directly in equity 5,662,919 1,380,131 (2,765,932) 4,277,118 - - - - - - (1,304,751) (1,304,751) - - (1,304,751) (1,304,751) Share-based payments 20 65,550 28,771 - 94,321 BALANCE AT 30 June 2017 5,728,469 1,408,902 (4,070,683) 3,066,688 The accompanying notes form part of these condensed financial accounts Pointerra Limited ABN 39 078 388 155 17 Consolidated Statement of Cash Flows for the year ended 30 June 2017 Note 2017 $ 2016 $ CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest and other costs of finance paid Interest received 3,946 (1,422,670) (679) 51,975 Net Cash Used In Operating Activities 24(b) (1,367,428) CASH FLOWS FROM INVESTING ACTIVITIES Payments to acquire property, plant and equipment Payments to acquire intangible and other assets Net cash on acquisition of controlled entity Net Cash Used In Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Repayment of borrowings Payment of share issue and recapitalisation related costs Proceeds from issue of shares Net Cash Provided By Financing Activities Net increase/(decrease) in cash held Cash and Cash Equivalents at beginning of the period - - - - - - 75,478 75,478 - - (76,563) (52,684) - (129,247) (46,146) (713,783) - 4,999,031 (759,929) 4,999,031 (2,256,604) 5,074,509 5,074,609 100 Cash and Cash Equivalents at end of the period 24(a) 2,818,005 5,074,609 The accompanying notes form part of these financial accounts Pointerra Limited ABN 39 078 388 155 18 Notes to the Financial Statements for the year ended 30 June 2017 NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Pointerra Limited is a for-profit company limited by shares incorporated in Australia whose shares are publicly traded on the ASX. 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 2017 was authorised for issue in accordance with a resolution of the Directors on 29 September 2017. NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements also comply with International Financial Reporting Standards (IFRS) adopted 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 consolidated 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. 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. 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. Pointerra Limited ABN 39 078 388 155 19 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. 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. Intangibles Other intangible assets, including customer relationships, patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Goodwill is not amortised. The estimated useful lives for current and comparative periods are as follows: – patents and trademarks: 5–20 years Pointerra Limited ABN 39 078 388 155 20 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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: the amount at which the financial asset or financial liability is measured at initial recognition; less principal repayments; a) b) c) 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. d) 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. 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. Pointerra Limited ABN 39 078 388 155 21 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. 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. 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. 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). Pointerra Limited ABN 39 078 388 155 22 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. 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 – 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 20. 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. 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 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 2017. 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 unlikely to have a material effect based on the current position of the Group. Pointerra Limited ABN 39 078 388 155 23 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 unlikely to have a material effect based on the current position of the Group. 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 unlikely to have a material effect based on the current position of the Group. AASB 2016-5 Amendments to Australian Accounting Standards – Classification and Measurement of Share-based Payment Transactions The amendments clarify the following: 1. In estimating the fair value of a cash-settled share-based payment, the accounting for the effects of vesting and non-vesting conditions should follow the same approach as for equity settled share based payments 2. Where tax law or regulation requires an entity to withhold a specified number of equity instruments equal to the monetary value of the employee’s tax obligation to meet the employee’s tax liability which is then remitted to the tax authority, i.e. the share-based payment arrangement has a ‘net settlement feature’, such an arrangement should be classified as equity settled in its entirety, provided that the share-based payment would have been classified as equity-settled had it not included the net settlement feature 3. A modification of a share-based payment that changes the transaction from cash settled to equity settled should be accounted for as follows: - - The original liability is derecognised The equity-settled share based payment is recognised at the modification date fair value of the equity instrument granted to the extent that services have been rendered up to the modification date Any difference between the carrying amount of the liability at the modification date and the amount recognised in equity should be recognised in profit or loss immediately. - The amendments are effective for annual reporting periods beginning on or after 1 January 2018 with earlier application permitted. Specific transition provisions apply. The directors of the Company do not anticipate that the application of the amendments in the future will have a significant impact on the Group’s consolidated financial statements as the Group does not have any cash settled share based payment arrangements or any withholding tax arrangements with tax authorities in relation to share based payments. Pointerra Limited ABN 39 078 388 155 24 Notes to the Financial Statements for the year ended 30 June 2017 (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 25 Notes to the Financial Statements for the year ended 30 June 2017 (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 income tax expense as follows: 2017 $ 2016 $ - - - - Prima facie tax on operating loss at 27.5% (2016: 30%) (358,807) (827,299) Add / (Less): Tax effect of: Non-assessable income Research & Development refundable offset Other permanent differences 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 Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 27.5% (2016: 30%) The benefit for tax losses will only be obtained if: (136,503) (182,575) 26,788 651,097 - 30,049 348,764 - 378,813 (26,343) 352,470 - 26,343 (26,343) - - - - - - 827,299 - 4,500 304,375 114,306 423,181 - (423,181) - - - - 381,019 114,306 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 26 Notes to the Financial Statements for the year ended 30 June 2017 (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 Short-term employee benefits Post-employment benefits Share-based payments (b) Loans from key management personnel Robert Newman Ian Olson 2017 $ 31,909 31,909 357,000 22,800 - 379,800 - - - 2016 $ 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. 2017 2016 Ordinary Shares Performance Shares Ordinary Shares Performance Shares Robert Newman Ian Olson Neville Bassett - - - - - - 3,469,384 10,403,300 1,732,266 8,691,248 26,061,589 - (d) Other transactions with related parties A total of $11,467.50 was paid to NGIS Australia Pty Ltd, a company of which Graham Griffiths is a related party of (Chairman of the Board) in consideration for expenses that were classified as research and development costs. NOTE 7. OTHER INCOME Research and development refundable tax offset Interest Income NOTE 8. ADMINISTRATIVE EXPENSES Accounting and audit fees Consulting and contracting expenses Director fees Employee benefits expense 2017 $ 496,376 51,975 548,351 (77,635) (264,179) (116,400) (140,916) (599,130) 2016 $ - - - (15,000) - - - (15,000) Pointerra Limited ABN 39 078 388 155 27 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 9. RESEARCH AND DEVELOPMENT EXPENSES Employee benefits expense Other research and development expenses NOTE 10. OTHER EXPENSES Depreciation and amortisation expense Legal fees Sundry expenses NOTE 11. CASH AND CASH EQUIVALENTS Cash at bank Deposits on call NOTE 12. TRADE AND OTHER RECEIVABLES CURRENT Accounts receivable R&D tax offset receivable GST receivable NOTE 13. PLANT AND EQUIPMENT At cost Accumulated depreciation Movement in the carrying amounts or plant and equipment during the year: Balance at beginning of year Additions Depreciation expense Balance at end of year 2017 $ (832,417) (246,198) (1,078,615) (21,466) (35,557) (19,003) (76,026) 2016 $ - - - (589) (8,864) (10,671) (20,124) 518,005 5,074,609 2,300,000 2,818,005 - 5,074,609 977 496,376 38,983 536,336 76,825 (16,057) 60,768 4,873 69,685 (13,790) 60,768 - - 10,254 10,254 5,462 (589) 4,873 - 5,462 (589) 4,873 Pointerra Limited ABN 39 078 388 155 28 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 14. INTANGIBLE ASSETS At cost Accumulated amortisation Movement in the carrying amounts or intangible assets during the year: Balance at beginning of year Additions Amortisation expense Balance at end of year Intangible assets consist of patents and website development costs. NOTE 15. TRADE AND OTHER PAYABLES CURRENT Unsecured Liabilities: Trade Payables Sundry creditors and accrued expense All amounts are expected to be settled on 30-day terms. NOTE 16. BORROWINGS CURRENT Loans from unrelated parties Loans from related parties The loans are non-interest bearing, unsecured and have no fixed terms of repayment. NOTE 17. EARNINGS PER SHARE Earnings used in calculating basic loss per share Movements: 2017 $ 53,687 (7,676) 46,011 - 53,687 (7,676) 46,011 2016 $ - - - - - - - 148,464 220,546 369,010 751,472 15,000 766,472 - - - 37,474 8,672 46,146 2017 $ 2016 $ (1,304,751) (2,757,663) No. No. Weighted average number of ordinary shares used as the denominator in calculating basic loss per share 326,533,801 87,320,561 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. Pointerra Limited ABN 39 078 388 155 29 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 18. ISSUED CAPITAL 373,842,157 (2016: 325,992,157) fully paid ordinary shares Less: capital raising fees Net issued capital Movements: As at 1 July 2015 Soil Sub Technologies Ltd issued capital prior to acquisition Acquisition of Pointerra Technologies Pty Ltd 2017 $ 2016 $ 6,996,700 6,931,150 (1,268,231) (1,268,231) 5,728,469 5,662,919 $ 100 - 1,050,514 No. 10,000 35,017,127 86,666,666 Elimination of Pointerra Technologies Pty Ltd shares upon reverse acquisition - (10,000) 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 Share-based payments in lieu of cash corporate advisory fee Share issue costs conversion of Class A performance shares As at 30 June 2017 4,999,031 166,634,364 506,505 375,000 (1,268,231) 25,174,000 12,500,000 - 5,662,919 325,992,157 65,550 2,850,000 - 45,000,000 5,728,469 373,842,157 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. The Company has 120,000,000 remaining performance shares issued as part consideration for the acquisition of Pointerra Technologies Pty Ltd. Pointerra Limited ABN 39 078 388 155 30 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 18. 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 Class A 30 June 2017 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 No. Shares - Class B 30 June 2018 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 60,000,000 Class C 30 June 2019 consecutive days 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 not less than $0.09. 60,000,000 120,000,000 On 28 June 2017 45,000,000 Class A performance shares were converted as a result of achieving the performance milestone of releasing a commercially saleable product based on a 3D dynamic points database containing at least 100 billion points. 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: - 107,000,000 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. NOTE 19. RESERVES Option Reserves Balance at beginning of year Share based payments Balance at end of year 2017 $ 1,380,131 28,771 1,408,902 2016 $ - 1,380,131 1,380,131 Pointerra Limited ABN 39 078 388 155 31 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 20. SHARE-BASED PAYMENTS (a) Shares issued for corporate advisory services 2,850,000 shares were issued on 9 June 2017 in settlement of a corporate advisory fees of $65,550. (b) Options issued to employees 5,000,000 incentive options with an expiry date of 30 June 2019 and an exercise price of $0.05 were issued on 9 June 2017 pursuant to the Pointerra Ltd Employee Option Plan. The options were valued at $0.0058 and were expensed as share-based payments. (c) Option valuation assumptions The fair value of the options granted was estimated as at the date of grant using a Black-Scholes model. The following table lists the inputs to the model: Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected life (years) Share price at grant date, based on acquisition offer price ($) (d) Options outstanding at end of year 2017 Nil 81% 1.63% 2.1 0.023 2016 Nil 88% 1.59% 3.0 0.030 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 2017 Number 102,000,000 5,000,000 107,000,000 2017 WAEP $ 0.05 0.05 0.05 2016 Number - 102,000,000 102,000,000 2016 WAEP $ - 0.05 0.05 The weighted average remaining contractual life for options outstanding as at 30 June 2017 was 2 years (2016: 3 years). (e) Share-based Payments summary Class Options Shares Shares Shares Shares Quantity Grant date 5,000,000 1,000,000 1,250,000 500,000 100,000 9/06/2017 9/06/2017 9/06/2017 9/06/2017 9/06/2017 Grant date Fair Value $ 28,771 Expiry date 30/06/2019 Exercise price 0.05 23,000 28,750 11,500 2,300 - - - - - - - - Vesting date - - - - - No options expired or were exercised during the year. NOTE 21. COMMITMENTS Commitments Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years 2017 $ 43,128 43,128 - 2016 $ - - - The Group has entered into a rental contract for the lease of office space from a third party. This contract will give rise to an annual expense of $43,128 excluding outgoings for the next two years. Pointerra Limited ABN 39 078 388 155 32 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 22. CONTINGENT LIABILITIES AND ASSETS There are no contingent assets or liabilities. NOTE 23. OPERATING SEGMENTS The Group has only one reportable segment, being the development and commercialisation of its unique 3D geospatial data technology. NOTE 24. 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 Foreign exchange 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 Increase in Provisions Net Cash Used In Operating Activities (c) Non-cash financing and investing transactions 2017 $ 2016 $ 2,818,005 2,818,005 5,074,609 5,074,609 (1,304,751) (2,757,663) 21,466 94,321 (600) - (526,082) 316,321 31,897 (1,367,428) 589 811,842 - 1,891,727 (3,832) 57,337 - - i. 45,000,000 performance shares were converted on 28 June 2017 as a result of achieving the performance milestone of releasing a commercially saleable product based on a 3D dynamic points database containing at least 100 billion points. These performance shares were initially issued on 30 June 2016 as consideration for the acquisition of Pointerra Technologies Pty Ltd. Refer to Note 18 for further information. NOTE 25. 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 33 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 26. 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 are to raise finance for company operations. The Company does not have any derivative instruments at 30 June 2017. 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. iv. Foreign exchange risk The company is not exposed to fluctuations in foreign currencies. v. 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 2017 $ 2,818,005 2016 $ 5,074,609 Pointerra Limited ABN 39 078 388 155 34 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 26. FINANCIAL INSTRUMENTS (continued) (b) Interest Rate Risk The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rate for each class of financial assets and financial liabilities comprises: Total $ 2,818,005 542,811 3,360,816 369,010 31,897 400,907 Total $ 5,074,609 10,254 5,084,863 2017 Floating interest rate Fixed interest Fixed interest maturing in maturing over 1 year or less 1 to 5 years Non-interest bearing $ $ $ $ Financial assets Cash and cash equivalents Trade and other receivables 518,005 - 2,300,000 - 518,005 2,300,000 Weighted average interest rate 0.10% 2.22% Financial liabilities Trade and other payables Provisions - - - - - - 2016 - - - 0% - - - - 542,811 542,811 0% 369,010 31,897 400,907 Floating interest rate Fixed interest Fixed interest maturing in maturing over 1 year or less 1 to 5 years Non-interest bearing $ $ $ $ Financial assets Cash and cash equivalents Trade and other receivables 5,074,609 - 5,074,609 Weighted average interest rate 0.10% Financial liabilities Trade and other payables Borrowings Sensitivity Analysis - - - - - - 0% - - - - - - 0% - - - - 10,254 10,254 0% 766,472 46,146 812,618 766,472 46,146 812,618 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 (2016: 0.5%). At 30 June 2017, 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) (2016: +0.5% (50 basis points)) - 0.5% (50 basis points) (2016: -0.5% (50 basis points)) 2017 $ 14,090 (14,090) 2016 $ 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. Pointerra Limited ABN 39 078 388 155 35 Notes to the Financial Statements for the year ended 30 June 2017 (continued) NOTE 27. PARENT ENTITY INFORMATION Pointerra Limited is the legal parent entity. Current assets Non-current assets Total assets Current liabilities Total liabilities Net assets Equity Contributed equity Reserves Accumulated losses Total equity Total comprehensive loss Legal subsidiary 2017 $ 3,355,919 103,727 2016 $ 5,080,180 - 3,459,646 5,080,180 (400,907) (400,907) (755,799) (755,799) 3,058,739 4,324,381 11,292,324 11,226,774 1,427,816 1,399,045 (9,661,401) (8,301,438) 3,058,739 4,324,381 (2,410,477) (2,702,495) Name Country of Incorporation Class of share Pointerra Pty Ltd(i) Australia Ordinary % Equity interest % Equity interest 2017 100% 2016 100% Principal activities Visualisation and processing of 3D point cloud datasets i. Acquired 30 June 2016 Pointerra Limited ABN 39 078 388 155 36 Directors’ Declaration In accordance with a resolution of the Directors of Pointerra Limited, the Directors of the Company declare that: (a) in the directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; (b) in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 2 to the financial statements; (c) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity; and (d) the directors have been given the declarations required by s.295A of the Corporations Act 2001. Neville Bassett Director 29 September 2017 Pointerra Limited ABN 39 078 388 155 37 Independent Auditor's Report To the Members of Pointerra Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Pointerra Limited (“the Company”) and its subsidiaries (“the Consolidated Entity”), which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion: a. the accompanying financial report of the Consolidated Entity 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 2017 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Consolidated Entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independent Auditor’s Report To the Members of Pointerra Limited (Continued) Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How our audit addressed the key audit matter Recognition of Research & Development Tax Our procedures included, amongst others: Incentive (Refer to note 7) obtaining an understanding of the objectives and activities in the R&D program; Under the Research and Development (“R&D”) tax reviewing the lodgment documents and related incentive scheme, the Consolidated Entity receives working papers utilised by the expert engaged by a 43.5% refundable tax offset of eligible expenditure. the Consolidated Entity; An R&D submission has been filed with AusIndustry, and a receivable of $496,376 has been recorded at year end representing the claim to be received for the year ended 30 June 2017. This area is a key audit matter due to the inherent subjectivity that is involved in the Consolidated Entity making judgements in relation to estimation assessing the scope of services and capabilities of the expert engaged by the Consolidated Entity; comparing the eligible expenditure used in the receivable calculation to the expenditure recorded in the general ledger; and recognition of the R&D tax incentive income and agreeing the receipt of the refund to the bank receivable. statement subsequent to year end; and assessing the adequacy of the disclosures in the financial report. Other Information The directors are responsible for the other information. The other information comprises the information included in the Consolidated Entity’s annual report for the year ended 30 June 2017, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Independent Auditor’s Report To the Members of Pointerra Limited (Continued) Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial report complies with International Financial Reporting Standards. In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Consolidated Entity or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our responsibility is to express an opinion on the financial report based on our audit. Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit 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 Consolidated Entity’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Consolidated Entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Consolidated Entity to cease to continue as a going concern. Independent Auditor’s Report To the Members of Pointerra Limited (Continued) Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Consolidated Entity to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Consolidated Entity audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2017. The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s Opinion In our opinion, the Remuneration Report of the Company, for the year ended 30 June 2017, complies with section 300A of the Corporations Act 2001. BENTLEYS Chartered Accountants DOUG BELL CA Director Dated at Perth this 29th day of September 2017 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 42 Additional Information for Shareholders The shareholder information set out below was applicable as at 25 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 800 133 75 394 318 48,321 324,293 515,226 17,707,366 355,246,951 1,720 373,842,157 0.01 0.09 0.14 4.74 95.03 100 Less than marketable parcel Number of shares in minimum parcel size 11,904 Holders 1,053 Units 1,403,618 The names of the 20 largest holders of fully paid ordinary shares as at 25 September 2017: Name Cartovista Pty Ltd HSBC Custody Nominees (Australia) Limited Pershing Australia Nominees Pty Ltd Egmont Pty ltd Philippa Cameron Cummins Celtic Capital Pty Ltd Jennifer Olson Saltini Pty Ltd 1. 2. 3. 4. 5. 6. 7. 8. 9. Michael Freeth 10. Mark & Alison Morrison 11. BT Global Holdings Pty Ltd 12. Jennifer Olson 13. Michael Freeth 14. Cleland Projects Pty Ltd 15. Scintilla Strategic Investments Limited 16. Orequest Pty Ltd 17. Austral Capital Pty Ltd 18. Ocean View WA Pty Ltd 19. Mark & Alsion Morrison 20. Smyth Super Investments Pty Ltd Total Total all ordinary shares Number of shares Percentage 40,837,233 10.92 14,494,807 14,400,000 13,300,000 12,500,000 8,500,000 7,977,157 6,100,000 5,822,742 5,822,742 5,666,666 5,450,125 5,144,972 5,000,000 5,000,000 4,333,333 4,000,000 4,000,000 3,978,194 3,920,374 3.88 3.85 3.56 3.34 2.27 2.13 1.63 1.56 1.56 1.52 1.46 1.38 1.34 1.34 1.16 1.07 1.07 1.06 1.05 176,248,345 47.15 373,842,157 Pointerra Limited ABN 39 078 388 155 43 Additional Information for Shareholders Substantial holders: Substantial holders in the Company are set out below: Name Cartovista Pty ltd Performance shares Details of unquoted performance shares on issue as at 25 September 2016. Class Expiry Performance milestones for conversion Class B 30/6/2018 Class C 30/6/2019 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. Holdings of more than 20% of each class: Holder Cartovista Pty Ltd Number of shares 42,003,900 Class of shares Ordinary Number of shares Number of holders 60,000,000 12 60,000,000 12 120,000,000 Class B Class C 22,101,076 22,11,076 The performance shares convert to ordinary fully paid shares on a one for one basis. On 28 June 2017 45,000,000 Class A performance shares were converted as a result of achieving the performance milestone of releasing a commercially saleable product based on a 3D dynamic points database containing at least 100 billion points. Pointerra Limited ABN 39 078 388 155 44 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 Class B Performance Shares Class C Performance Shares Options (30/6/2019; $0.05) Subject to Voluntary Escrow Ordinary shares fully paid Class B Performance Shares Class C Performance Shares 45,784,063 12,637,395 12,637,395 102,000,000 82,287,024 44,533,667 44,533,667 On-market Buy-back There is no current on-market buy-back. Consistency with business objectives 12 July 2018 12 July 2018 12 July 2018 12 July 2018 30 June 2018 30 June 2018 30 June 2018 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 45 

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