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