ABN 39 078 388 155
ANNUAL REPORT
F o r t h e y e a r e n d e d 3 0 J u n e 2 0 2 1
Corporate Information
Pointerra Limited
ABN 39 078 388 155
Directors
Ian Olson, Managing Director
Paul Farrell, Non-Executive Director
Neville Bassett, Non-Executive Director (Chairman)
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
Hall Chadwick WA Audit Pty Ltd
283 Rokeby Road
Subiaco, WA 6008
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 2021
Table of Contents
Directors’ Report ................................................................................................................................. 2
Auditor’s Independence Declaration ................................................................................................. 13
Consolidated Statement of Profit or Loss and Other Comprehensive Income ................................. 14
Consolidated Statement of Financial Position .................................................................................. 15
Consolidated Statement of Changes in Equity ................................................................................. 16
Consolidated Statement of Cash Flows ............................................................................................ 17
Notes to the Financial Statements .................................................................................................... 18
Directors' Declaration ........................................................................................................................ 41
Independent Auditor’s Report ........................................................................................................... 42
Corporate Governance Statement .................................................................................................... 48
Additional Information for Shareholders ............................................................................................ 49
1
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
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 2021.
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
Ian Olson
Paul Farrell
Managing Director
30 June 2016
Non-executive Director
9 November 2018
Neville Bassett
Non-executive Director
30 June 2016
Information on Directors
Mr Ian Olson – Managing Director
CA, B.Com, MAICD
Mr Olson is a Chartered Accountant and professional public company director with a 30-year career in finance and the capital
markets sector and has helped numerous high-growth companies move from private to public status via the ASX and International
stock exchanges. Mr Olson 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 Good Drinks Australia Limited.
In addition to being one of the co-founders of Pointerra in 2015, Mr Olson has more than 14 years’ experience in the geospatial
sector, having previously owned and operated a surveying business that specialised in the generation of 3D data for customers
in the mining, oil & gas and AEC sectors.
Mr Neville Bassett – Non-Executive Director (Chairman)
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 was previously State Chairman and a former National Director of the
Royal Flying Doctor Service.
Mr Paul Farrell – Non-Executive Director
B.Sc, GDip Mgt, MBA
Mr Farrell is the Managing Director of NGIS Australia, which was established in 1993 and has grown from being a boutique map
maker and digitising house to an integrated provider of mapping and location-based technology solutions to large enterprise
nationally and internationally, working with globally recognised technology companies such as Google.
Mr Farrell has tertiary qualifications in both Science and Management, completing an MBA in 2005. Outside of NGIS, Paul is
involved and has sat on many private, government and research boards including the WA Regional Development Trust and
Frontier SI. He is a past National Chairman of SIBA (Spatial Industry Business Association) and Vice-Chair of the AIIA (Australian
Information Industry Association) in WA.
2
Pointerra Limited ABN 39 078 388 155
2
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
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 Ian Olson
Good Drinks Australia Limited
(Non-executive Chairman)
12 November 2007 – current
Mr Neville Bassett
Metalsearch Ltd (Formerly
Laconia Resources Ltd)
Yowie Group Ltd
Auris Minerals Ltd
PharmAust Ltd
8 May 2015 – 16 October 2019
5 August 2019 – 27 November 2020
20 April 2018 – current
2 October 2018 – current
Tennant Minerals NL
28 November 2019 – current
Pointerra Limited ABN 39 078 388 155
3
3
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
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 and options of the Company were:
Ian Olson
Neville Bassett
Paul Farrell
Ordinary shares
Options
46,814,889
4,732,266
3,000,000
-
-
-
Directors’ meetings
Attendances by each Director at directors’ meetings during the year were as follows:
Directors Meetings
Number Eligible to
Attend
Number Attended
Ian Olson
Neville Bassett
Paul Farrell
4
4
4
4
4
4
Directors’ meetings held during the year, included above, do not include meetings held via circular resolution. Directors held an
additional 16 meetings via circular resolution, attended by all directors, for a total of 20 meetings.
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 an Australian headquartered company with operations in the Australasian and North American regions, focused on
the global commercialisation of its proprietary 3D technology solution to support digital asset management activities across a
range of sectors, including civil infrastructure, mining, oil & gas, architecture, engineering & construction, and government
agencies at all levels. Pointerra’s cloud-based solution is based on compression, visualisation and analytics algorithms that index
massive 3D datasets, for which Pointerra has both granted and provisional Patent Applications in a range of countries and
jurisdictions. Customer’s 3D data hosted by Pointerra can be dynamically searched, accessed, visualised, analysed and shared
by anyone, anywhere, on any device and at any time.
Review of Operations
Sales & Platform
During the year the Company continued to generate growth in sales and cash receipts across target sectors, increasing the
number of paying customers and regularly reporting cumulative Annual Contract Value (ACV) of Pointerra’s customers.
The launch of Pointerra’s business intelligence tools during FY21 broadened the appeal of the Company’s platform, attracting
new customers and prospects as well as growing sales from existing DaaS customers in Australia and the US. During FY21 the
Company’s R&D team continued to work with customers and partners to build-out the platform and analytics stack, responding to
the simple questions that Pointerra uses in determining the suitability of its platform:
• What physical asset management problems are you trying to solve? (using 3D data); and/or
• What questions are you trying to ask of 3D data?
Responding to growth in demand for Pointerra’s solution, the Company made a number of appointments during the year to support
the R&D team and the Company’s business development and sales activities. Pleasingly, Pointerra has become a destination
employer in the geospatial sector in the US, Australia and internationally, which means that the Company’s management team is
able to hand-pick the right people to help continue to underpin platform development and customer growth.
4
Pointerra Limited ABN 39 078 388 155
4
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Corporate
In July 2020 the Company announced that Australian tech entrepreneur Bevan Slattery had invested $2.5million in the Company
via the placement of 50 million shares at $0.05 per share. Funds were used to accelerate the Company’s global expansion.
In June 2021, the Company acquired US-drone based digital asset management business, Airovant LLC (“Airovant”) (Note 28).
Total purchase consideration was USD$1million. Pursuant to the Business and Assets Sale Agreement, the Company resolved
to issue to Airovant 2,583,092 fully paid ordinary shares in the Company in exchange for acquiring the business assets and
undertakings of Airovant. The number of shares issued to Airovant was calculated based on the closing price of Pointerra shares
and the AUD/USD exchange rate on 4 June 2021. 1,292,546 of these vendor shares are subject to voluntary escrow for a period
of 12 months from the date of issue.
Financial Review
During the year the Company grew cash receipts from customers to $4.07 million from $1.84 million in FY20 and reported ACV
subscription growth from US$2.87 million (July 2020) to US$9.80 million by July 2021. Operating cash outflows were in line
with management expectations during the year.
The Company continues to operate a lean, agile, low-cost operating model as it scales customer sales and will continue to add
R&D and sales resources in line with growth in the sales pipeline. This approach generated multiple cashflow positive quarters
during FY21 and for the full year, Pointerra generated near cashflow breakeven from operating activities.
The Company notes that quarter-on-quarter cash receipts may continue to be variable as new customers are on-boarded following
contract award with a variety of different payment cycles including monthly, quarterly, annually and even multi-year in advance
agreements. This ongoing variability in quarterly cash receipts is however expected to smooth out in time as ACV continues to
grow and the size and diversity of Pointerra’s customer base continues to mature.
COVID-19
Pointerra team members now reside in 2 Australian and 5 US states and since the global outbreak of the COVID-19 pandemic,
Pointerra has followed and adopted hygiene, health and work practice advice from relevant state and federal health departments
and agencies in Australia and the US.
To date COVID-19 has had minimal impact on the ability of Pointerra’s team to continue to operate the Company’s business. The
Board has considered a range of operational risk management initiatives, which will continue to be monitored in this fluid and
rapidly changing global environment.
First and foremost, the safety of our people will continue to remain a priority.
Operating Results
The loss for the financial year after providing for income tax was $1,509,332 (2020: $2,525,453 (loss)).
Financial Position
As at 30 June 2021, the Company had cash of $5,179,363 (2020: $2,336,873) and net assets of $4,588,729 (2020: $1,218,825).
Future Developments
The Company will continue to commercialise its technology stack via a recurring subscription-based revenue model. Pointerra’s
vision is to become a globally relevant geospatial technology business focused on solving the numerous challenges of using 3D
data to manage the physical world – simplifying the complex and doing it faster than anyone else.
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 2021. The Board believes
that the Company has adequate systems in place for the management of its environmental regulations.
Pointerra Limited ABN 39 078 388 155
5
5
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
The Company also believes that the adoption of its cloud platform for 3D data by customers around the world generates positive
ESG (Environmental, Social and Governance) outcomes by allowing customers to manage their physical world using Pointerra’s
browser-based interface, resulting in fewer physical site visits.
Shares under Option
At the date of this report, there were no unissued ordinary shares of Pointerra Limited under option.
Refer to Note 18 for further information on terms of options.
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 2021.
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.
For the purposes of this Remuneration Report, the term ‘Executive’ encompasses all Directors, the Company Secretary, the Chief
Development Officer, Chief Research Officer and Chief Technical Officer of the company.
Remuneration Philosophy
The performance of the company depends upon the quality of its Directors and Executives. To prosper, the company must attract,
motivate and retain highly skilled Directors and Executives.
To this end, the company embodies the following principles in its remuneration framework:
‘The Board as a whole is responsible for considering remuneration policies and packages applicable both to board members and
senior executives of the company. The Board remuneration policy is to ensure the remuneration package, which is not linked to
the performance of the company, properly reflects the person’s duties and responsibilities and that remuneration is competitive in
attracting, retaining and motivating people of the highest quality.’
Remuneration Structure
In accordance with best practice corporate governance, the structure of non-executive director and senior manager remuneration
is separate and distinct. 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.
6
Pointerra Limited ABN 39 078 388 155
6
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Voting on the Remuneration Report
At the Company’s 2020 Annual General Meeting a resolution to adopt the 2020 Remuneration Report was passed by poll, with
the poll indicating majority (99.92%) 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.
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.
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 typically delivered in the form of options, performance rights or loan shares. These options,
performance rights or loan shares are issued at an exercise price determined by the Board at the time of issue.
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 for the five years to 30 June 2021:
2021
2020
2019
2018
2017
Net profit / (loss)
(1,509,332)
($2,525,453)
($1,907,036)
($1,660,843)
($1,304,751)
Revenue
3,983,603
1,228,165
443,504
312,068
Earnings per share
Share price at year end
(0.23)
$0.49
(0.45)
$0.040
(0.37)
$0.046
(0.41)
$0.043
4,635
(0.40)
$0.025
Pointerra Limited ABN 39 078 388 155
7
7
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
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, rights or loan shares.
Position
Contract details
Proportions of elements of remuneration
Proportions of elements of remuneration not
(duration and
termination)
related to performance
related to performance
Non-salary
cash-based
Shares/
Options/
Fixed Salary/
Employee loan
incentives
Units
Rights
Fees
Shares
Total
%
%
%
%
%
%
Key
Management
Personnel
Ian Olson
Managing
Ongoing commencing 30
32
Director
June 2016. 6 months’
notice to terminate.
Neville Bassett Chairman
Service agreement in place
-
with termination upon
resignation, non-election at
shareholders meeting or
prohibited by law.
Paul Farrell
Director
Service agreement in place
-
with termination upon
resignation, non-election at
shareholders meeting or
prohibited by law.
Randy Rhoads Chief Operating
Employment agreement in
21
Officer
place. 1 month’s written
notice to terminate by
Company, 3 months by
employee. If employment
is terminated by the
Company with notice,
employee is entitled to
severance payment of 6-
months base salary,
including the notice period.
Mark Morrison Chief Research
Employment agreement in
-
Officer
place. 4 weeks written
notice to terminate by
Company, 1 month by
employee.
David Lowe
Chief Technical
Employment agreement in
35
Officer
place. 4 weeks written
notice to terminate by
Company, 1 month by
employee.
-
-
-
-
-
-
-
-
-
-
-
-
68
100
100
79
100
65
-
-
-
-
-
-
100
100
100
100
100
100
8
Pointerra Limited ABN 39 078 388 155
8
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Details of remuneration for the year ended 30 June 2021
Name
Short-term benefits
Post-employment
benefits
Share-based
payments
Share-based
payments
Total
Performance
related
Cash
salary, fees &
commission
$
36,000
455,000
36,000
346,405
170,000
263,608
1,307,013
Non-
cash
benefit
$
Superannuation
$
-
-
-
-
-
-
-
-
26,125
-
23,467
16,150
15,675
81,147
Paul Farrell
Ian Olson (2)
Neville
Bassett
Randy Rhoads (1)
Mark Morrison (1)
David Lowe (1)
Options
$
-
-
-
-
-
-
-
Employee loan
Shares
$
-
-
-
-
-
-
-
$
36,000
481,125
36,000
369,872
186,150
279,283
1,388,430
%
-
-
-
21%
-
35%
-
(1) During the year the Board determined that existing employees Mr Rhoads (Chief Operating Officer), Mr Morrison (Chief
Technology Officer) and Mr Lowe (Chief Revenue Officer) would form part of the key management personnel of the
Group.
(2) Included in the salary of Mr Olson was a STI payment of $144,000
Details of remuneration for the year ended 30 June 2020
Name
Short-term benefits
Post-employment
benefits
Share-based
payments
Share-based
payments
Total
Performance
related
Cash
salary & fees
$
36,000
240,000
36,000
312,000
Non-
cash
benefit
$
-
-
-
-
Superannuation
$
-
22,800
-
22,800
Options
$
-
-
-
-
Employee loan
Shares
(1)
$
55,908
186,359
$
91,908
449,159
55,908
91,908
298,175
632,975
%
-
-
-
-
Paul Farrell
Ian Olson
Neville
Bassett
(1) During the year ended 30 June 2020, remuneration in the form of Employee Loan Shares were issued to KMP and
employees. See Note 18, and below at ‘Employee Loan Shares’.
Pointerra Limited ABN 39 078 388 155
9
9
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Ordinary Shares Held by Key Management Personnel – 30 June 2021
Key Management
Person
Paul Farrell
Ian Olson (2)
Neville Bassett
Randy Rhoads (1)
Balance
at beginning of
year
3,000,000
47,514,889
4,732,266
9,000,000
Mark Morrison (1)
24,010,778
David Lowe (1)
-
88,257,933
Granted as
remuneration
during year
-
-
-
-
-
-
-
Issued on
exercise of
options
during year
-
-
-
-
-
-
-
Other changes
during the year
-
Balance
at end of year
3,000,000
(4,700,000)
42,814,889
-
(1,000,000)
(3,601,326)
-
4,732,266
8,000,000
20,409,452
-
(5,301,326)
82,956,607
(1) During the year the Board determined that existing employees Mr Rhoads (Chief Operating Officer), Mr Morrison
(Chief Research Officer) and Mr Lowe (Chief Technical Officer) would form part of the key management personnel
of the Group.
(2) 37,960,950 ordinary shares of the 47,514,889 ordinary shares, held at 1 July 2020, were held by Mr Olson’s spouse.
As at the reporting date 30 June 2021, 33,960,950 ordinary shares of the 42,814,889 were held by Mr Olson’s spouse.
Ordinary Shares Held by Key Management Personnel – 30 June 2020
Key Management
Person
Paul Farrell
Ian Olson
Neville Bassett
Balance
at beginning of
year
-
37,514,889
1,732,266
39,247,155
Granted as
remuneration
during year
(1)
3,000,000
10,000,000
3,000,000
16,000,000
Issued on
exercise of
options
during year
-
-
-
-
Other changes
during the year
-
-
-
-
Balance
at end of year
3,000,000
47,514,889
4,732,266
55,247,155
(1) During the year ended 30 June 2020, remuneration in the form of Employee Loan Shares were issued to KMP and
employees. See Note 18, and below at ‘Employee Loan Shares’.
Options Held by Key Management Personnel – 30 June 2021
Key Management
Person
Ian Olson
Neville Bassett
Paul Farrell
Balance
at beginning of
year
-
-
-
-
Granted as
remuneration
during year
-
-
-
-
Issued on
exercise of
options during
year
-
-
-
-
Other changes
during the year
-
Balance
at end of year
-
Vested and
exercisable
at end of year
-
-
-
-
-
-
-
-
-
-
Options Held by Key Management Personnel – 30 June 2020
Key Management
Person
Ian Olson
Neville Bassett
Paul Farrell
Balance
at beginning of
year
-
-
-
-
Granted as
remuneration
during year
-
-
-
-
Issued on
exercise of
options during
year
-
-
-
-
Other changes
during the year
-
Balance
at end of year
-
Vested and
exercisable
at end of year
-
-
-
-
-
-
-
-
-
-
10
Pointerra Limited ABN 39 078 388 155
10
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Employee loan shares – 30 June 2021
The limited recourse loan provided under the Plan to Mr Farrell, Mr Olson and Mr Bassett as outlined below, remain outstanding,
in full at the reporting date. The Company will maintain a lien over the Shares in respect of which a loan is outstanding.
Employee loan shares – 30 June 2020
During the year ended 30 June 2020, remuneration in the form of Employee Loan Shares were issued to KMP and employees.
Key Management Personnel
Participant
Number
issued
Grant
date
Share
price at
date of
issue
Exercise
price
Vesting
condition
Expected
Volatility
Date of
expiry
Risk
free
interest
rate
Value
per loan
share
Valuation
Paul Farrell
3,000,000
07.05.20
$0.032
Ian Olson
10,000,000
07.05.20
$0.032
$0.060
$0.060
Neville
Bassett
3,000,000
07.05.20
$0.032
$0.060
Nil
Nil
Nil
89.75%
89.75%
30.04.25
0.41%
$0.0186
$55,908
30.04.25
0.41%
$0.0186
$186,359
89.75%
30.04.25
0.41%
$0.0186
$55,908
Total
16,000,000
$298,175
Vesting conditions
The key terms of the Employee Share Plan (ESP) and of each limited recourse loan provided under the Plan are as follows:
-
-
-
-
-
-
-
-
The loan will be interest free;
The loan made available to a Participant shall be applied by the Company directly toward payment of the issue price of the
Shares;
The loan repayment date is five years from the date of issue;
A Participant must repay the Loan in full by the loan repayment date but may elect to repay the Loan amount in respect of
any or all of the Shares at any time prior to the loan repayment date;
The Company shall have a lien over the Shares in respect of which a Loan is outstanding and the Company shall be entitled
to sell those Shares in accordance with the terms of the ISP;
A loan will be non-recourse except against the Shares held by the Participant to which the loan relates;
The Board may, in its absolute discretion, agree to forgive a Loan made to a Participant; and
The total loan will be $0.06 per Share which shall be deemed to have been drawn down at Settlement upon issue of the Loan
Shares.
Sale of Loan Shares
Shares may be subject to restriction conditions (such as a period of employment) which must be satisfied before the Shares can
be sold, transferred, or encumbered. Shares cannot be sold, transferred or encumbered until any loan in relation to the Shares
has been repaid or otherwise discharged under the ESP.
Related party transactions
No related party transactions were entered into during the year.
-End of Remuneration Report-
Pointerra Limited ABN 39 078 388 155
11
11
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
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,
other than the following:
-
The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has had no significant impact on the Group
up to 30 June 2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date.
The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other
countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus
that may be provided.
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.
Ian Olson
Director
30 September 2021
12
Pointerra Limited ABN 39 078 388 155
12
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Auditor’s Independence Declaration
To the Board of Directors
Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
As lead audit partner for the audit of the financial statements of Pointerra Limited for the financial year ended 30
June 2021, 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,
HALL CHADWICK WA AUDIT PTY LTD
DOUG BELL CA
Partner
Dated this 30th day of September 2021
Pointerra Limited ABN 39 078 388 155
13
13
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the year ended 30 June 2021
Revenue
Other income
Cost of Services
Administrative expenses
Advertising and marketing expenses
Compliance and regulatory expenses
Research and development expenses
Share based payment expenses
Other expenses
Loss before income tax
Income tax expense
Note
2021
$
2020
$
3,983,603
1,228,165
6
7
8
18
9
3
591,011
692,134
(312,155)
(146,093)
(3,125,560)
(1,710,288)
(17,046)
(8,334)
(423,735)
(133,549)
(1,462,279)
(1,213,237)
(235,723)
(507,448)
(690,885)
(543,366)
(1,509,332)
(2,525,453)
-
-
Loss after income tax for the year
(1,509,332)
(2,525,453)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
36,836
(5,300)
Total comprehensive loss for the year attributable to members of the
Company
(1,472,496)
(2,530,753)
Earnings per share
Cents
Cents
Basic and diluted loss per share
15
(0.23)
(0.45)
The accompanying notes form part of these financial statements
14
Pointerra Limited ABN 39 078 388 155
14
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Consolidated Statement of Financial Position
as at 30 June 2021
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Intangible assets
Right of use assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Lease liabilities
Deferred revenue
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Lease Liabilities
Deferred tax liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
2021
$
2020
$
10
11
12
13
26
14a
27
14b
27
3
5,179,363
1,051,698
12,765
2,336,873
602,990
41,696
6,243,826
2,981,559
204,034
1,584,332
332,711
82,411
74,501
380,805
2,121,077
537,717
8,364,903
3,519,276
1,710,531
85,228
1,134,275
229,273
793,317
81,586
811,210
268,501
3,159,307
1,954,614
304,951
311,916
616,867
345,837
-
345,837
3,776,174
2,300,451
4,588,729
1,218,825
16
17
13,782,572
9,175,895
2,510,983
2,238,424
(11,704,826)
(10,195,494)
4,588,729
1,218,825
The accompanying notes form part of these financial statements
Pointerra Limited ABN 39 078 388 155
15
15
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Total
$
735,971
(31,479)
Consolidated Statement of Changes in Equity
for the year ended 30 June 2021
Note
Issued
Capital
$
Option
Reserves
Foreign exchange
reserve
Accumulated
Losses
$
$
$
BALANCE AT 1 JULY 2019
6,821,694
1,564,152
(11,313)
(7,638,562)
Effects of AASB 16
Loss for the year
Other comprehensive income
Total comprehensive loss
for the year
Transactions with owners
recorded directly in equity
-
-
-
-
Share issued
2,500,000
Share issue transaction costs
(145,799)
-
-
-
-
-
-
Share-based payments
18
-
690,885
(31,479)
-
-
(2,525,453)
(2,525,453)
(5,300)
-
(5,300)
(5,300)
(2,525,453)
(2,530,753)
-
-
-
-
-
-
2,500,000
(145,799)
690,885
BALANCE AT 30 JUNE 2020
9,175,895
2,255,037
(16,613)
(10,195,494)
1,218,825
BALANCE AT 1 JULY 2020
9,175,895
2,255,037
(16,613)
(10,195,494)
1,218,825
Loss for the year
Other comprehensive income
Total comprehensive loss
for the year
Transactions with owners
recorded directly in equity
-
-
-
Shares issued
16
4,606,677
Share issue transaction costs
Share-based payments
18
-
-
-
-
-
-
-
235,723
-
(1,509,332)
(1,509,332)
36,836
-
36,836
36,836
(1,509,332)
(1,472,496)
-
-
-
-
-
-
4,606,677
-
235,723
BALANCE AT 30 JUNE 2021
13,782,572
2,490,760
20,223
(11,704,826)
4,588,729
The accompanying notes form part of these financial statements
16
Pointerra Limited ABN 39 078 388 155
16
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Consolidated Statement of Cash Flows
for the year ended 30 June 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest and other costs of finance paid
Interest received
Government grants and tax incentives
Net Cash Used In Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire property, plant and equipment
Payments to acquire intangible and other assets
Net Cash Used In Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of shares
Payment of share issue and recapitalisation related costs
Lease payments
Net Cash Provided By Financing Activities
Net increase in cash held
Effect of movement in exchange rates on cash held
Cash and Cash Equivalents at beginning of the period
Note
2021
$
2020
$
4,069,794
1,843,086
(4,885,089)
(3,207,303)
(30,379)
(28,665)
1,146
1,309
590,258
589,167
22(b)
(254,270)
(802,406)
(108,425)
(60,476)
(28,605)
(137,030)
(36,238)
(96,714)
3,300,000
2,500,000
-
(159,880)
(59,218)
(29,761)
3,240,782
2,310,359
2,849,482
1,411,239
(6,992)
(21,702)
2,336,873
947,336
Cash and Cash Equivalents at the end of the period
22(a)
5,179,363
2,336,873
The accompanying notes form part of these financial statements
Pointerra Limited ABN 39 078 388 155
17
17
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021
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 2021 was authorised for issue in accordance with a resolution of the Directors on
30 September 2021.
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.
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.
Going Concern
The consolidated financial statements have been prepared on the going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and settlements of liabilities in the ordinary course of business.
As at 30 June 2021, the Group had cash and cash equivalents of $5,179,363 (2020: $2,336,873) and had a working capital
surplus of $3,084,519 (2020: $1,026,945). The Group incurred an operating loss of $1,509,332 for the year ended 30 June 2021
(2020: $2,525,453) and net cash outflows from operating activities amounting to $254,270 (2020: $802,406).
The Directors have prepared a cash flow forecast which indicates that the Group will have sufficient cash flows to meet all
commitments and working capital requirements for the 12-month period from the date of signing this financial report. The
Directors believe it is appropriate to prepare these accounts on a going concern basis because of the following factors:
•
•
the Directors have an appropriate plan to grow its revenue and generate positive cash flows from operations; and
the Group has the ability to curtail discretionary expenditure as and when required in order to manage its cash flows.
Based on the cashflow forecast and other factors referred to above, the Directors are satisfied that the going concern basis of
preparation is appropriate.
18
Pointerra Limited ABN 39 078 388 155
18
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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.
Pointerra Limited ABN 39 078 388 155
19
19
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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
Financial Instruments
Initial recognition and measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to
the contractual provisions of the instrument.
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
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants. The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the assets or liability, assuming the market participants acts in their economic best interests.
The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the
requirements of accounting standards specifically applicable to financial instruments.
(i)
(ii)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in
an active market and are subsequently measured at amortised cost.
Loans and receivables are included in current assets, except for those which are not expected to mature within 12
months after the end of the reporting period. (All other loans and receivables are classified as non-current assets.)
Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. Gains
or losses are recognised in profit and loss through the amortisation process and when the financial liability is
derecognised.
Derivative instruments
The Group does not trade or hold derivatives.
Financial guarantees
The Group has no material financial guarantees.
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.
20
Pointerra Limited ABN 39 078 388 155
20
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The liability for long service leave and other employee entitlements expected to be settled more than 12 months from the
reporting date is recognised and measured as the present value of expected future payments to be made in respect of services
provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future
wage and salary levels, experience of employee departures, and years of service. Expected future payments are discounted
using market yields at the reporting date on corporate bonds with terms to maturity and currencies that match, as closely as
possible, the estimated future cash outflows.
Contributions to defined contribution superannuation funds are recognised as an expense as they become payable.
Foreign currency translation
Functional and presentation currency
The financial report is presented in Australian dollars, which is the Company’s functional currency.
Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the
transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at
historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair
value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in
equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to
the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise the exchange difference is
recognised in profit or loss.
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 and Monte Carlo 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 and
Monte Carlo 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.
Pointerra Limited ABN 39 078 388 155
21
21
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue and other income
Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts
and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of
interest that is generally accepted in the market for similar arrangements. The difference between the amount initially
recognised and the amount ultimately received is interest revenue.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
All revenue is stated net of the amount of goods and services tax (GST).
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Taxation Office. In these circumstances, the GST is recognised as part of the cost of acquisition
of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown
inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and
financing activities, which are disclosed as operating cash flows.
Comparatives
When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the
current financial year.
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 and Monte
Carlo model using the assumptions disclosed in Note 18. The accounting estimates and assumptions relating to equity settled
share-based payments would have no impact on assets and liabilities within the next reporting period but may impact expenses
and equity.
Key Estimate/Judgement – Pay-check Protection Program
The Company received AUD$100,545 loan proceeds from the US federal government, under the Pay-check Protection Program
(PPP), during the financial year ended 30 June 2020. The loan bears a fixed interest rate of 1% per annum. The loan and any
accrued interest are forgivable at the end of the loan deferral period if the loan proceeds have been used for qualifying purposes.
In the Company’s opinion, loan funds received during the period, were utilised to support qualifying payroll functions. The company
has used the loan proceeds for purposes consistent with the PPP, and accordingly, the Company has met the conditions for
forgiveness of the loan. Loan proceeds have therefore been recorded as Other Income (Note 6).
Key Judgement - Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have,
on the Group, based on known information. This consideration extends to the nature of the supply chain, staffing and
geographic regions in which the Group operates. Other than as addressed in specific notes, there does not currently appear to
be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions
which may impact the Group unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19)
pandemic.
22
Pointerra Limited ABN 39 078 388 155
22
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
Accounting Standards that are mandatorily effective for the current reporting year
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards
Board (AASB) that are relevant to its operations and effective for an accounting period that begins on or after 1 January 2020.
New and revised Standards and amendments thereof and Interpretations effective for the current year that are relevant to the
Group include:
AASB 2018-6 Amendments to Australian Accounting Standards – Definition of a Business
AASB 2018-7 Amendments to Australian Accounting Standards – Definition of Material
AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework
AASB 2019-3 Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform
AASB 2019-5 Amendments to Australian Accounting Standards – Disclosure of the Effect of New IFRS Standards Not Yet Issued
in Australia.
The Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Group
and, therefore, no material change is necessary to Group accounting policies
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 2021. The Group has not yet assessed the
impact of these new or amended Accounting Standards and Interpretations.
Pointerra Limited ABN 39 078 388 155
23
23
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 3. INCOME TAX
(a) The components of tax expense comprise:
Current
Deferred
Income tax expense
2021
2020
$
-
-
-
$
-
-
-
(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:
Prima facie tax on operating loss at 26% (2020: 27.5%)
(392,426)
(694,500)
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
Acquisition (Note 28)
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 @ 26% (2020: 27.5%)
The benefit for tax losses will only be obtained if:
(153,366)
(255,899)
65,658
736,033
-
(162,321)
(194,118)
191,024
859,915
-
248,051
382,410
950,687
1,581,148
164,936
404,472
1,005,534
1,574,942
(66,020)
(44,824)
(1,515,128)
(1,530,118)
-
311,916
66,020
(66,020)
311,916
-
1,515,128
-
-
44,824
(44,824)
-
-
-
i.
ii.
iii.
24
The company and group 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 group 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 group to realise these benefits.
Pointerra Limited ABN 39 078 388 155
24
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 4. AUDITOR’S REMUNERATION
Remuneration of the auditor for:
- Auditing or reviewing the financial report
2021
$
31,328
31,328
2020
$
41,477
41,477
NOTE 5. KEY MANAGEMENT PERSONNEL COMPENSATION AND RELATED PARTY TRANSACTIONS
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
NOTE 6. OTHER INCOME
Research and development refundable tax offset
Other Income – US Govt Grant
Cashflow Boost
Interest Income
NOTE 7. ADMINISTRATIVE EXPENSES
Accounting and audit fees
Consulting and contracting expenses
Director fees
Employee benefits expense
NOTE 8. RESEARCH AND DEVELOPMENT EXPENSES
Employee benefits expense
Other research and development expenses
NOTE 9. OTHER EXPENSES
Depreciation and amortisation expense
Legal fees
General operating expenses
1,307,013
81,417
-
1,388,430
312,000
22,800
298,175
632,975
552,366
-
37,500
1,145
591,011
527,758
100,545
62,500
1,331
692,134
(177,454)
(25,000)
(144,000)
(138,261)
(60,000)
(72,000)
(2,779,106)
(1,440,027)
(3,125,560)
(1,710,288)
(1,077,916)
(384,363)
(838,593)
(374,644)
(1,462,279)
(1,213,237)
(124,005)
(39,329)
(344,114)
(507,448)
(104,314)
(5,989)
(433,063)
(543,366)
Pointerra Limited ABN 39 078 388 155
25
25
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 10. CASH AND CASH EQUIVALENTS
Cash at bank
Deposits on call
NOTE 11. TRADE AND OTHER RECEIVABLES
Trade receivables
R&D tax offset receivable
GST receivable
2021
2020
$
5,129,363
50,000
$
2,286,873
50,000
5,179,363
2,336,873
533,343
552,367
(34,012)
1,051,698
60,227
527,758
15,005
602,990
The average credit period on provision of services is 18 days (2020: 25 days) and no interest is charged on trade receivables.
Trade receivables disclosed above include amounts (see below for aged analysis) that are past due at the end of the reporting
period for which the Group has not recognised an allowance for doubtful debts because there has not been a significant
change in credit quality and the amounts are still considered recoverable.
Age of receivables that are past due but not impaired
60-90 days
91-120 days
121+ days
Total
-
2,662
247,344
250,006
-
-
-
-
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade
receivable from the date credit was initially granted up to the end of the reporting period. The concentration of credit risk is
limited due to the fact that the customer base is unrelated.
NOTE 12. 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 (1)
Depreciation expense
Balance at end of year
(1) $107,000 of the $171,849 relates to the Airovant acquisition (Note 28).
353,582
(149,548)
204,034
181,733
(99,322)
82,411
82,411
171,849
(50,226)
204,034
58,735
57,230
(33,554)
82,411
26
Pointerra Limited ABN 39 078 388 155
26
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 13. INTANGIBLE ASSETS
At cost
Accumulated amortisation
Movement in the carrying amounts or intangible assets during the year:
Balance at beginning of year
Additions (1)
Amortisation expense
Balance at end of year
2021
$
1,681,455
(97,123)
1,584,332
74,501
1,534,891
(25,060)
1,584,332
2020
$
146,564
(72,063)
74,501
60,431
36,603
(22,533)
74,501
Intangible assets consist of patents, website development costs, intellectual property and customer relationships.
(1) The Company acquired US-drone based digital asset management business, Airovant LLC (“Airovant”) on 4 June 2021.
$1,511,593 relates to intellectual property and customer relationships. The Business Combination has been provisionally
accounted for at the reporting date (Note 28).
NOTE 14. TRADE AND OTHER PAYABLES
(a) CURRENT
Unsecured Liabilities:
Trade Payables
Sundry creditors and accrued expense
All amounts are expected to be settled on 30-day terms.
(b) DEFERRED REVENUE
Deferred Revenue
NOTE 15. EARNINGS PER SHARE
582,283
1,128,248
1,710,531
371,688
421,629
793,317
1,134,275
1,134,275
811,210
811,210
Earnings used in calculating basic loss per share
(1,509,332)
(2,525,453)
Weighted average number of ordinary shares used as the denominator in calculating
basic loss per share
669,246,504
558,806,674
No.
No.
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
27
27
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 16. ISSUED CAPITAL
677,806,204 (2020: 613,223,112) fully paid ordinary shares
Less: capital raising fees
Net issued capital
Movements:
As at 30 June 2019
Capital raising
Employee loan shares
Share issue costs
As at 30 June 2020
Share placement: 14 July 2020
Option exercise at $0.05 (3DPAF): 24 July 2020
Option exercise at $0.06 (3DPAF): 10 August 2020
Option exercise at $0.05 (3DPAF): 01 September 2020
Option exercise at $0.06 (3DPAF): 03 September 2020
Option exercise at $0.05 (3DPAF): 22 September 2020
Option exercise at $0.06 (3DPAF): 22 September 2020
Option exercise at $0.09 (3DPAF): 22 September 2020
Option exercise at $0.06 (3DPAF): 15 February 2021
Option exercise at $0.06 (3DPAF): 17 March 2021
Option exercise at $0.09 (3DPAF): 17 March 2021
Acquisition of Airovant (Note 28)
As at 30 June 2021
2021
$
15,050,803
2020
$
10,589,925
(1,268,231)
(1,414,030)
13,782,572
9,175,895
$
6,821,694
2,500,000
No.
521,223,112
50,000,000
-
42,000,000
(145,799)
-
9,175,895
613,223,112
2,500,000
50,000,000
75,000
148,200
115,000
30,000
10,000
14,700
26,550
3,000
44,100
333,450
1,306,677
1,500,000
2,470,000
2,300,000
500,000
200,000
245,000
295,000
50,000
735,000
3,705,000
2,583,092
13,782,572
677,806,204
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.
Year ended 30 June 2021
On 14 July 2020, the Company announced that Australian tech entrepreneur Bevan Slattery had invested $2.5million in the
Company via the placement of 50 million shares at $0.05 per share. Funds to be used to accelerate the Company’s global
expansion.
The Company acquired US-drone based digital asset management business, Airovant LLC (“Airovant”) on 4 June 2021 (Note
28). Total purchase consideration was USD$1million. Pursuant to the Business and Assets Sale Agreement, the Company
resolved to issue to Airovant 2,583,092 fully paid ordinary shares in the Company in exchange for acquiring the business assets
and undertakings of Airovant. The number of shares issued to Airovant was calculated based on the closing price of Pointerra
shares and the AUD/USD exchange rate on 4 June 2021. 1,292,546 shares are subject to voluntary escrow for a period of 12
months from the date of issue.
Year ended 30 June 2020
On 5 November 2019, 50,000,000 shares were placed to institutional and sophisticated investors at a price of $0.05, raising
$2.5 million before costs.
28
Pointerra Limited ABN 39 078 388 155
28
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 16. ISSUED CAPITAL (continued)
During the year ended 30 June 2020, remuneration in the form of Employee Loan Shares were issued to KMP and employees
(Note 18).
Options
As at the reporting date, no options over unissued ordinary shares were outstanding.
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 17. RESERVES
Option Reserves
Balance at beginning of year
Issuance of Employee loan shares
Employee loan shares vesting over multiple periods
Options vesting over multiple periods
Performance rights vesting over multiple periods
Balance at end of year
Foreign Exchange Reserves
Balance at beginning of year
Foreign currency translation difference
Balance at end of year
2021
$
2020
$
2,255,037
1,564,152
-
52,612
-
183,111
660,032
-
30,853
-
2,490,760
2,255,037
(16,613)
36,836
20,223
(11,313)
(5,300)
(16,613)
Pointerra Limited ABN 39 078 388 155
29
29
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 18. SHARE-BASED PAYMENTS
(a) Options issued to employees
2,500,000 incentive options with an expiry date of 2 August 2020 and an exercise price of $0.05 were issued on 23 November
2018 pursuant to the Pointerra Ltd Employee Option Plan. The options were valued at $0.0189 and were expensed as share-
based payments. During the year ended 30 June 2020 $5,992 was expensed in FY2020.
2,500,000 incentive options with an expiry date of 2 August 2020 and an exercise price of $0.05 were issued on 23 November
2018 pursuant to the Pointerra Ltd Employee Option Plan. The options were valued at $0.0189 and were expensed as share-
based payments. During the year ended 30 June 2020 $24,861 was expensed.
(b) Option valuation assumptions
The fair value of the options granted was estimated as at the date of grant using a Black-Scholes option valuation model and a
Monte Carlo simulation valuation model. The following table lists the inputs to the models:
Dividend yield
Expected
Risk-free interest
Expected life
Share price at
(%)
volatility (%)
rate (%)
(years)
grant date
2019
Employee Incentive Scheme
Options - issued 23 Nov 18
Employee Incentive Scheme
Options - issued 23 Nov 18
Nil
Nil
79
79
2.03
2.03
1.7
1.7
0.048
0.048
30
Pointerra Limited ABN 39 078 388 155
30
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 18. SHARE-BASED PAYMENTS (continued)
(c) Options outstanding at end of year
The following table illustrates the number and weighted average exercise prices (WAEP) of share options granted as share-
based payments on issue during the year.
Outstanding at 1 July
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at 30 June
2021
Number
17,000,000
-
-
(12,000,000)
(5,000,000)
-
2021 WAEP
$
0.07
2020
Number
17,000,000
2020 WAEP
$
0.07
-
-
0.067
0.05
-
-
-
-
-
-
-
17,000,000
0.07
The weighted average remaining contractual life for options outstanding as at 30 June 2021 was Nil (2020: 4.7 years).
-
-
-
-
122,667
122,667
122,667
(d) Share-based Payments summary
Value
Class
Quantity
Grant date
recognised
Expiry date
2020
Options
Options
2,500,000
2,500,000
23/11/2018
23/11/2018
during year
5,992
24,861
30,853
02/08/2020
02/08/2020
0.05
0.05
-
-
Exercise
Vesting
price
date
Value
recognised in
future years
Loan Shares
Loan Shares
35,000,000
07/05/2020
652,248
06/05/2025
7,000,000
07/05/2020
7,784
06/05/2025
0.06
0.06
07/05/2020
Note 1
Total
2021
Tranche 1
660,032
690,885
Performance Rights 2,666,668
01/06/2021
114,444
31/05/2024
N/a
31/05/2022
1,258,890
Tranche 2
Performance Rights 2,666,668
01/06/2021
45,778
31/05/2024
N/a
31/05/2023
1,052,889
Tranche 3
Performance Rights 2,666,668
01/06/2021
22,889
31/05/2024
N/a
31/05/2024
801,110
183,111
3,112,889
Loan Shares
7,000,000
07/05/2020
52,612
06/05/2025
0.06
Note 1
70,054
Total
Note 1.
Vesting over multiple periods.
235,723
3,182,943
7million loan shares are subject to the following vesting conditions. Conditions shall cease to apply upon the holders remaining
continually employed by the Company throughout the vesting period:
- One-third on the first anniversary of commencement of employment;
- One-third on the second anniversary of commencement of employment; and
- One-third on the third anniversary of commencement of employment
Pointerra Limited ABN 39 078 388 155
31
31
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 18. SHARE-BASED PAYMENTS (continued)
The Company acquired US-drone based digital asset management business, Airovant LLC (“Airovant”) on 4 June 2021 (Note 28).
The Company has entered into employment agreements with the four Airovant founder employees. These employment
agreements include an offer made pursuant to the Company’s employee incentive share plan for the issue of 2 million ordinary
shares in the Company to each of the four Airovant employees (8 million shares in total), with the shares vesting in three equal
tranches of 666,667 shares over a three-year period on the anniversary of 1, 2 and 3 years continuous employment with the
Company.
Tranche 1: Assigned probability of 100% for satisfaction of vesting condition (1-year continuous employment with the Company).
Tranche 2: Assigned probability of 80% for satisfaction of vesting condition (2-years continuous employment with the Company).
Tranche 3: Assigned probability of 60% for satisfaction of vesting condition (3-years continuous employment with the Company).
Share price on grant date was $0.515.
Employee loan shares
During the year ended 30 June 2020, remuneration in the form of Employee Loan Shares were issued to Key Management
Personnel and employees.
Key Management Personnel
Participant
Number
issued
Grant
date
Share
price at
date of
issue
Paul Farrell
3,000,000
07.05.20
$0.032
Ian Olson
10,000,000
07.05.20
$0.032
Exercise
price
$0.060
$0.060
Neville
Bassett
3,000,000
07.05.20
$0.032
$0.060
Vesting
condition
s
Expected
Volatility
Date of
expiry
Risk
free
interest
rate
Value
per loan
share
Valuation
Nil
Nil
Nil
89.75%
30.04.25
0.41%
$0.0186
$55,908
89.75%
30.04.25
0.41%
$0.0186
$186,350
89.75%
30.04.25
0.41%
$0.0186
$55,908
Total
16,000,000
Employees
$298,166
Participant
Number
issued
Grant
date
Share
price at
date of
issue
Exercise
price
Vesting
condition
s
Expected
Volatility
Date of
expiry
Risk
free
interest
rate
Value
per loan
share
Valuation
Employees
19,000,000
07.05.20
$0.032
$0.060
Nil
89.75%
30.04.25
0.41%
$0.0186
$354,082
Employees
Note 1
7,000,000
07.05.20
$0.032
$0.060
Note 1
89.75%
30.04.25
0.41%
$0.0186
$130,451
Total
26,000,000
$484,533
Note 1. 7 million loan shares are subject to the following vesting conditions. Conditions shall cease to apply upon the holders
remaining continually employed by the Company throughout the vesting period:
- One-third on the first anniversary of commencement of employment;
- One-third on the second anniversary of commencement of employment; and
- One-third on the third anniversary of commencement of employment
The Loan Shares represent an option arrangement. Those with vesting conditions attached to the Loan Shares are expensed
over the vesting period.
Vesting conditions
The key terms of the Employee Share Plan and of each limited recourse loan provided under the Plan are as follows:
-
-
-
32
The loan is interest free;
The loan made available to a Participant shall be applied by the Company directly toward payment of the issue price of the
Shares;
The loan repayment date is 5 years from the date of issue;
Pointerra Limited ABN 39 078 388 155
32
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 18. SHARE-BASED PAYMENTS (continued)
-
-
-
-
-
A Participant must repay the Loan in full by the loan repayment date but may elect to repay the Loan amount in respect of
any or all of the Shares at any time prior to the loan repayment date;
The Company shall have a lien over the Shares in respect of which a Loan is outstanding and the Company shall be entitled
to sell those Shares in accordance with the terms of the ISP;
A Loan will be non-recourse except against the Shares held by the Participant to which the loan relates;
The Board may, in its absolute discretion, agree to forgive a Loan made to a Participant; and
The total loan will be $0.06 per Share which shall be deemed to have been drawn down at Settlement upon issue of the Loan
Shares
Sale of Loan Shares
Shares may be subject to restriction conditions (such as a period of employment) which must be satisfied before the Shares can
be sold, transferred, or encumbered. Shares cannot be sold, transferred or encumbered until any loan in relation to the Shares
has been repaid or otherwise discharged under the ISP.
NOTE 19. COMMITMENTS
The lease liability is now recognised in the balance sheet, in line with AASB 16. Refer to Note 27.
There are no other leasing or capital commitments for the year ended 30 June 2021 (2020: Nil).
NOTE 20. CONTINGENT LIABILITIES AND ASSETS
There are no contingent assets or liabilities.
NOTE 21. OPERATING SEGMENTS
The Group has only one reportable segment, being the development and commercialisation of its unique 3D geospatial data
technology.
Pointerra Limited ABN 39 078 388 155
33
33
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 22. CASH FLOW INFORMATION
(a) Reconciliation of cash
2021
$
2020
$
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
5,179,363
2,336,873
(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
Changes in assets and liabilities
(1,509,332)
(2,525,453)
75,910
235,723
151,305
56,087
690,885
31,646
(Increase)/Decrease in trade and other receivables
(419,777)
(28,477)
(Increase)/Decrease in right to use assets
Increase/(Decrease) in trade and other payables
Increase/(Decrease) in Lease liabilities
Increase/(Decrease) in Deferred revenue
Increase/(Decrease) in Provisions
48,094
917,214
(37,244)
323,065
(39,228)
(380,805)
293,205
427,423
528,851
104,232
Net Cash Used In Operating Activities
(254,270)
(802,406)
NOTE 23. 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,
other than the following:
-
The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has had no significant impact on the Group
up to 30 June 2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date.
The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other
countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus
that may be provided.
34
Pointerra Limited ABN 39 078 388 155
34
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 24. 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 2021.
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 lease liabilities, 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. Lease liabilities are non-interest bearing and have 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 Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk
through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and
cash flow forecasting.
The Group had net assets denominated in foreign currencies in USD (AUD equivalent $379,929) as at 30 June 2021.
Based on this exposure, had the Australian dollar weakened by 10%/strengthened by 10% against this foreign currency,
with all other variables held constant, the Groups loss before tax for the year would have been $37,993 lower/higher and
equity would have been $37,993 lower/higher. The percentage change is the expected overall volatility of the significant
currencies, which is based on management’s assessment of reasonable possible fluctuations taking into consideration
movements over the last 6 months each year and the spot rate at each reporting date. The actual foreign exchange loss
for the year ended 30 June 2021 was $60,194 (2020: $7,901).
Pointerra Limited ABN 39 078 388 155
35
35
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 24. FINANCIAL INSTRUMENTS (continued)
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
(b) Interest Rate Risk
2021
$
5,179,363
2020
$
2,336,873
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:
2021
Floating
interest rate
Fixed interest
Fixed interest
maturing in
maturing over
1 year or less
1 to 5 years
Non-interest
bearing
$
$
$
$
Total
$
Financial assets
Cash and cash equivalents
Trade and other receivables
Weighted average interest rate
Financial liabilities
Trade and other payables
Lease liability
Financial assets
Cash and cash equivalents
Trade and other receivables
5,179,363
-
5,179,363
-
-
-
Floating
interest rate
$
2,336,873
-
2,336,873
Weighted average interest rate
0.05%
0%
Financial liabilities
Trade and other payables
Lease liability
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,064,463
5,179,363
1,064,463
1,064,463
6,243,826
1,710,531
390,179
1,710,531
390,179
2,100,710
2,100,710
2020
Fixed interest
Fixed interest
maturing in
maturing over
1 year or less
1 to 5 years
Non-interest
bearing
$
-
-
-
Total
$
2,336,873
644,686
2,981,559
793,317
427,423
$
-
644,686
644,686
0%
793,317
427,423
1,220,740
1,220,740
$
-
-
-
0%
-
-
-
36
Pointerra Limited ABN 39 078 388 155
36
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 24. FINANCIAL INSTRUMENTS (continued)
Sensitivity Analysis
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 (2020: 0.5%).
At 30 June 2021, 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) (2020: +0.5% (50 basis points))
- 0.5% (50 basis points) (2020 -0.5% (50 basis points))
2021
$
25,897
25,897
2020
$
11,684
(11,684)
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
37
37
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 25. PARENT ENTITY INFORMATION
Pointerra Limited is the legal parent entity.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Total comprehensive loss
Legal subsidiaries
2021
$
4,206,018
3,082,191
7,288,209
(2,082,279)
(616,867)
2020
$
2,294,898
609,219
2,904,117
(1,685,292)
-
(2,699,146)
(1,685,292)
4,589,063
1,218,825
19,346,425
14,739,748
2,509,675
2,273,951
(17,267,037)
(15,794,874)
4,589,063
1,218,825
(1,472,163)
(2,539,058)
Name
Country of
Incorporation
Class of share
Pointerra
Australia
Ordinary
% Equity interest
% Equity interest
2021
100%
2020
100%
Technologies Pty
Ltd(i)
Principal activities
Provision of 3D
digital asset
management
solutions
Pointerra US, Inc(ii) United States of
Ordinary
100%
100%
Provision of 3D
America
i.
ii.
Acquired 30 June 2016
Incorporated 18 January 2018
digital asset
management
solutions
38
Pointerra Limited ABN 39 078 388 155
38
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 26. RIGHT TO USE ASSETS
The Group’s lease portfolio includes buildings, plant and equipment. These leases have an average of 3 years as their lease
term.
i) AASB 16 related amounts recognised in the balance sheet
Right of use assets
Leased Building
Accumulated depreciation
Total Right of use asset
Movement in carrying amounts:
Leased Buildings:
Opening balance (Note 1)
Depreciation expense
Net carrying amount
2021
$
429,032
(96,321)
332,711
2020
$
429,032
(48,227)
380,805
380,805
(48,094)
332,711
429,032
(48,227)
380,805
Note 1. Prior year 30 June 2020: Recognised on Initial application of AASB 16 (previously classified as operating leases under
AASB 117)
ii) AASB 16 related amounts recognised in the statement of profit or loss
Depreciation charge related to right-of-use assets
Interest expense on lease liabilities
2021
$
48,094
22,171
2020
$
48,227
24,043
Total cash outflows for leases
59,218
29,761
NOTE 27. LEASES
Current
Non-current
2021
$
85,228
304,951
390,179
2020
$
81,586
345,837
427,423
Pointerra Limited ABN 39 078 388 155
39
39
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2021 (continued)
NOTE 28. ACQUISITION
On 4 June 2021 the Company purchased the business assets and undertakings of US drone-based digital asset management
business, Airovant LLC (“Airovant”). Pursuant to the Business and Assets Sale Agreement (“the Agreement”), the consideration
was USD$1 million which was agreed to be issued in shares using the closing price on execution of the Agreement. The
Business Combination has been provisionally accounted for at the reporting date.
Details of the purchase consideration, and the net assets acquired are as follows:
Consideration 2,583,092 ordinary shares
Plant and equipment
Intangible assets (intellectual property and customer
relationships) (Note 13)
Deferred tax liability
Net Assets acquired
No goodwill was recognised upon acquisition of the business.
$
1,306,677
107,000
1,511,593
(311,916)
1,306,667
40
Pointerra Limited ABN 39 078 388 155
40
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Declaration
The directors of the Group, declare that:
(1) the financial statements, notes and additional disclosures included in the directors’ report designated as audited,
of the Group are in accordance with the Corporations Act 2001, including;
(a) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(b) giving a true and fair view of the Company’s and Group’s financial position as at 30 June 2021 and of their
performance for the year ended on that date.
(2) The financial report also complies with International Financial Reporting Standards as issued by the International
Accounting Standards Board as described in Note 1 to the financial report.
(3) 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.
(4) This declaration has been made after receiving the declarations required to be made to the directors in
accordance with section 295A of the Corporations Act 2001 for the financial year ended to 30 June 2021.
This declaration is made in accordance with a resolution of the Board of Directors of Pointerra Limited.
Ian Olson
Director
30 September 2021
Pointerra Limited ABN 39 078 388 155
41
41
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Independent Auditor’s Report
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
2021, 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 2021
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. 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.
42
Pointerra Limited ABN 39 078 388 155
42
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Independent Auditor’s Report
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
Acquisition of Airovant
Our procedures included amongst others:
As disclosed in note 28, on 4 January 2021 the
Consolidated Entity purchased the business
assets and undertakings of US drone-based
digital asset management business, Airovant
LLC (“Airovant”)
As at 30 June 2021, the acquisition has been
provisionally accounted in accordance with
AASB 3 Business Combinations.
Given the significance of the transaction and the
complexity of accounting
for business
combinations we consider this to be a key audit
matter.
Revenue Recognition
the year,
During
the Consolidated Entity
generated revenue of $3,983,603 and as at
balance date had deferred
revenue of
$1,134,275.
The recognition of revenue and associated
deferred revenue was considered a key audit
matter due to the judgement and estimates
in determining when performance
involved
obligations are met and revenue is recognised.
• We reviewed the Business and Assets
Sale Agreement, assessing the key terms
and considered whether the acquisition
constituted a business combination;
• We assessed
the
fair
value of
consideration paid for the acquisition;
• We performed audit procedures on the net
assets acquired at acquisition date; and
• We assessed the appropriateness of the
related disclosures in Note 28 of the
financial report.
Our procedures included, amongst others:
• Obtaining an understanding of
the
processes relating to revenue recognition;
• Reviewing the revenue recognition policy
for compliance with AASB 15 Revenue
from Contracts with Customers;
• Testing revenue on a sample basis to
supporting documentation;
• Assessing cut-off of revenue at year end
to ensure revenue has been recorded in
the correct reporting period; and
• Assessing
the
the
Consolidated Entity’s revenue disclosures
within the financial statements.
adequacy
of
Pointerra Limited ABN 39 078 388 155
43
43
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Independent Auditor’s Report
Key Audit Matter
How our audit addressed the Key Audit Matter
Accounting for Share Based Payments
As disclosed in note 18 to the financial
statements, during the year ended 30 June
2021 the Consolidated Entity incurred share
based payments expense of $235,723.
Share based payments are considered to be a
key audit matter due to
•
•
•
the value of the transactions;
the complexities involved in the
recognition and measurement of these
instruments; and
the judgement involved in determining
the inputs used in the valuations.
Our procedures amongst others included:
•
•
•
Analysing agreements to identify the key
terms and conditions of share based
payments
issued and relevant vesting
conditions in accordance with AASB 2
Share Based Payments;
Evaluating management’s Black-Scholes
Valuation Models and assessing
the
assumptions and inputs used; and
Assessing the amount recognised during
the year in accordance with the vesting
conditions of the agreements; and
Assessing
included in Note 18 to the financial statements.
the adequacy of
the disclosures
Management used the Black-Scholes option
valuation model to determine the fair value of
the options granted. This process involved
significant estimation and judgement required to
the equity
determine
instruments granted.
fair value of
the
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 2021 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.
44
Pointerra Limited ABN 39 078 388 155
44
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Independent Auditor’s Report
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 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.
Pointerra Limited ABN 39 078 388 155
45
45
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Independent Auditor’s Report
• 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.
• 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
2021. 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.
46
Pointerra Limited ABN 39 078 388 155
44
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Independent Auditor’s Report
Auditor’s Opinion
In our opinion, the Remuneration Report of Pointerra Limited, for the year ended 30 June 2021, complies
with section 300A of the Corporations Act 2001.
HALL CHADWICK WA AUDIT PTY LTD
DOUG BELL CA
Partner
Dated this 30th day of September 2021
Pointerra Limited ABN 39 078 388 155
45
47
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
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 4th edition, which became
effective for the first full financial year commencing on or after 1 January 2020.
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
48
Pointerra Limited ABN 39 078 388 155
46
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Additional Information for Shareholders
The shareholder information set out below was applicable as at 22 September 2021.
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 - 999,999,999,999
Total
Less than marketable parcel
Total
holders
Number of
Shares
% of issued
capital
1,828
4,718
1,725
2,580
487
895,702
12,392,103
13,808,401
79,237,765
571,472,233
0.13
1.83
2.04
11.69
84.31
11,338
677,806,204
100.00
Holders
1,889
Units
958,067
The names of the 20 largest holders of fully paid ordinary shares as at 16 August 2021:
BNP PARIBAS NOMINEES PTY LTD
46,867,257
8. MRS ALISON ADRIENNE MORRISON + MR MARK WILLIAM MORRISON
14,586,710
Name
CARTOVISTA PTY LTD
CAPITAL B ASSET MANAGEMENT PTY LTD
1.
2.
3.
4.
5.
CARTOVISTA PTY LTD
JENNIFER OLSON
6. MICHAEL FREETH
7.
CITICORP NOMINEES PTY LIMITED
9.
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
10.
JENNIFER OLSON
11. MR BLAZE JASPER
12. MR RANDAL KARL RHOADS
13. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
14.
IAN OLSON
15. MR KEIRAN JAMES SLEE
16.
LIVELY ENTERPRISES PTY LTD
17. MARK MORRISON & ALISON MORRISON
18. MR MICHAEL FREETH
19.
STEPHEN SAKHAROV
20.
JAMES YOUNG
Total
Total all ordinary shares
Number of
shares
Percentage
60,777,958
50,000,000
24,261,426
19,983,793
17,016,407
15,508,326
11,530,784
10,000,000
8,966,172
8,000,000
6,638,112
6,077,796
6,000,000
6,000,000
5,822,742
5,571,234
5,000,000
4,200,000
8.97
7.38
6.91
3.58
2.95
2.51
2.29
2.15
1.70
1.48
1.32
1.18
0.98
0.90
0.89
0.89
0.86
0.82
0.74
0.62
332,808,717
49.10
677,806,204
Pointerra Limited ABN 39 078 388 155
47
49
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
Additional Information for Shareholders
Substantial holders:
Substantial holders in the Company are set out below:
Name
Cartovista Pty ltd
Jennifer Olson
Capital B Asset Management Pty Ltd
Restricted Securities
The Company has no restricted securities on issue.
On-market Buy-back
There is no current on-market buy-back.
Number of shares
89,078,209
33,960,950
50,000,000
Class of
shares
Ordinary
Ordinary
Ordinary
50
Pointerra Limited ABN 39 078 388 155
48
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 | POINTERRA LIMITED | ABN 39 078 388 155
ASX:3DP | www.pointerra.com