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 3
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: +61 8 6268 2622
Facsimile: +61 8 6268 2699
Principal Office
Level 2, 27 Railway Road
Subiaco, WA 6008
Internet
Website: www.pointerra.com
Email:
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
admin@advancedshare.com.au
Email:
Telephone: +61 8 9389 8033
Facsimile: +61 8 9262 3723
Solicitors
Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street
Perth, WA 6000
Telephone: +61 8 9321 4000
Facsimile: +61 8 9262 3723
Stock Exchange Listing
Pointerra Limited shares are listed on the Australian
Securities Exchange (ASX Code: 3DP)
Contents
About Pointerra
Operational Highlights
Financial Highlights
Managing Director’s Review of Operations
Directors’ Report
Auditor’s Independence Declaration
Financial Statements
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
1
4
5
6
9
19
20
21
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Corporate Governance Statement
Additional Information for Shareholders
22
23
24
25
46
47
51
52
About
Pointerra
Pointerra is a leading global geospatial technology
company that is changing the way people use 3D data
to build digital twins and manage the physical world.
Pointerra3D is the world’s fastest true end-to-end AI powered digital twin
solution, leveraging proprietary technology and an innovative, unique cloud
subscription business model.
We help our customers answer almost any physical asset management
question and solve numerous traditional workflow problems when using 2D
and 3D digital twin data to plan, design, construct, own, operate, insure,
and regulate the physical world around us.
Pointerra3D’s AI powered digital twin solution stores, processes, manages,
analyses, extracts, visualises and shares the key insights from massive 2D
and 3D datasets at a level of speed, smarts and scale that is unprecedented.
Pointerra3D ANSWERS delivers predictive
digital insights and definitive answers to complex
physical asset management questions via simple,
easy to use business intelligence interfaces.
Pointerra3D ANALYTICS uses AI analytics to
build digital twins, enabling intelligent, dynamic
analysis of physical assets.
Pointerra3D CORE is a cloud platform providing
solutions to the most common digital twin data
workflow problems.
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
1
Pointerra3D – the world’s fastest true end-to-end digital twin solution, leveraging
proprietary patented algorithms and technology via an innovative and unique cloud
subscription business model.
Pointerra3D helps customers answer almost any physical asset management
question, solving numerous traditional 3D digital twin data workflow problems when
seeking to plan, design, construct, own, operate, insure and regulate the physical
world around us.
Pointerra3D’s digital twin solution stores, processes, manages, analyses, extracts,
visualises and shares the key insights from massive 3D datasets at a level of speed,
smarts and scale that is unprecedented.
Pointerra’s business targets customers across 6 key sectors.
SURVEY & MAPPING
TRANSPORT
ARCHITECTURE, ENGINEERING & CONSTRUCTION
MINING, OIL & GAS
UTILITIES
DEFENSE & INTELLIGENCE
2
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
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Operational
Highlights
Expanded digital twin solution capability and platform
resilience leveraging emerging AI tools
Adopted agile solution development methodologies to
fast-track platform enhancement requests responding
to customer needs
Key appointments made in senior enterprise sales to
shorten sales cycle
Leveraged electric utilities growth model into Mining,
Oil & Gas and Transport sectors
Automated customer acquisition workflows in lower
value, higher volume survey and mapping sector
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Financial
Highlights
Customer Cash Receipts
A$9.4m
Customer Invoicing
A$8.8m
21% (2022: A$7.8m)
12% (2022: A$10.0 million)
Reported Revenue
A$8.3m
Deferred Revenue
A$2.7m
22% (2022: A$10.7 million)
108% (2022: A$1.3 million)
Customer Receivables
A$2.7m
Cash Balance*
A$1.5m
23% (2022: A$3.5 million)
58% (2022: A$3.6 million)
* before post-year end capital raise and Q1 FY24 collections
FY23 Highlights – Consolidation & Platform for Growth
•
Record Cash Receipts
FY23 cash receipts A$9.4 million, up 21% on
FY22 despite enterprise customer program delays
experienced during FY23
•
Platform & Product Development Growth
Continued investment in customer-driven R&D across
multiple sectors provides impetus for continued
growth in platform spend by customers
• H2 FY23 Operating Result Improvement v H1 FY23
H2 FY23 EBITDA loss A$1.2 million, improvement
of 61% over H1 FY22 result highlights focused cost
constraint
•
Sector Expansion Diversifies Customer
Concentration Risk
Enterprise customer revenue growth generated
across transport, mining, oil & gas sectors while
power utility customer programs were delayed
• New Customers - Competitive Tender & Organic
Sales Success
New enterprise customer acquisition
through
competitive tender and process-driven sales activities
demonstrating sustainable competitive advantage of
Pointerra3D
•
Existing Customers Renew & Grow Spend
Existing enterprise customers continue to re-commit
to Pointerra3D and grow their platform spend,
underlining scalability of revenue model
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
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Managing Director’s
Review of Operations
Dear Shareholder
I’m pleased to provide a review of our operations for FY23, a year in which your company
continued to mature its world-class digital twin platform and solution, while also achieving
growth across the business in terms of customers, people, and process.
Financial Performance
The team approached FY23 confident in the outlook
for the business following the financial performance of
FY22, which delivered record revenue, cashflow and an
underlying EBITDA result.
The Company generated growth in spend by existing
customers and also secured a number of material
contracts across the electric utility, facilities management,
transport, and mining sectors.
FY23’s forecast financial performance was expected to be
underpinned by contributions from key US electric utility
and facilities management customers however a number
of underlying programs were delayed by these customers,
which in turn negatively impacted the Company’s invoicing
and cash collections.
The financial impact of these program delays has influenced
a decision by the Company to adopt an alternate growth
outlook metric, being ARR (annual recurring revenue) in
place of the previous ACV (annual contract value) metric.
The financial result for FY23 was further impacted by larger
than expected non-recurring project costs associated with
specific US electric utility customer programs.
Pointerra has consistently sought to build a capital-light
business model capable of generating very high gross
margins and has built a team across development,
product, sales, and marketing roles capable of delivering
materially higher levels of revenue.
FY24 therefore presents an opportunity to demonstrate
this capability through emerging operational leverage to
deliver a maiden earnings result for the Company.
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Operational Performance
During the year the Pointerra development and product teams continued to build-out
capability and platform resilience in response to material increases in data uploaded to
the Pointerra3D cloud platform by large Australian and US enterprise customers.
The development and product teams leveraged agile solution development methodologies
to respond to the needs of customers across Pointerra’s 6 sector verticals and delivered
product and solution enhancements to these customers through Pointerra3D’s digital twin
solution stack of Core, Analytics and Answers.
In addressing the complex and often lengthy sales cycle for enterprise prospects,
the Company recognised the need to further invest in senior, proven enterprise sales
professionals. 2 key appointments made during the year are expected to help shrink this
sales cycle and also accelerate growth in existing enterprise customer spend. Additional
hires at this senior level are expected during FY24 in both Australia and the US markets.
In the emerging key target market sectors of Mining, Oil & Gas, and Transport, the business
development and product teams successfully leveraged the Company’s proven electric
utility sector model of working with customers and prospects to systematically automate
slow, inefficient desktop workflows to Pointerra3D, delivering operational productivity,
safety, and regulatory compliance to the sector. Pointerra now counts a number of Tier
1 global resources companies and Australian transport utilities as customers that are
expected to scale their use to become material enterprise customers in coming periods.
The lower value but higher volume Survey & Mapping sector continued to grow during FY23,
and the product and development teams have worked to automate the deal identification,
onboarding, and support functions for this important sector. The resultant light-touch
solution will assist in accelerating the target prospecting and acquisition activities on a
global basis, where a direct sales model is not required to scale customer growth.
Industry & Market Update
The global geospatial sector was estimated to be US$452 billion in 2022 and is forecast
to grow at around 15% annually to be US$681 billion by 2025 before reaching US$1.44
trillion by 20301.
Whilst these headline numbers appear impressive, the convergence of cloud computing,
digital twins, and AI powered solutions like Pointerra3D to automate inefficient asset
management workflows by private and public sector organisations is the real driver for
Pointerra3D into the future.
In a post-Covid global environment characterised by higher interest rates and broader
inflationary pressures, organisations are looking to adopt workflow automation solutions
like Pointerra3D to deliver improvements in both OPEX and CAPEX metrics.
In the Company’s largest target sector, electric utilities, dual structural tailwinds of
increased investment in grid resilience and the expansion of transmission and distribution
networks to accommodate a global shift to renewable energy generation and storage
underpins a very positive outlook for the Company.
1Source - https://www.geospatialworld.net/latest/advancing-augmenting-usd-1-4-trillion-geospatial-market-by-2030/
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
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Growth Strategy
The Company’s growth strategy remains consistent:
Continue to work with customers, prospects
and partners to identify problematic and
clumsy desktop digital twin workflows
that can be migrated to the cloud, building
out Pointerra3D Analytics and Answers.
Identify and on-board
quality people in
development, product,
and business development
across Pointerra’s 6 key
target market sectors.
Leverage the Company’s proven
success in the power utility
sector to provide a pathway
for growth across other key
target market sectors.
Retain a disciplined focus
on scaling sticky, recurring
SaaS revenue and cashflow
so that the resulting
operational leverage can drive
sustainable profitability.
Outlook & Focus Areas for FY24
As we move further into FY24 the Company expects its key US energy utility sector growth trajectory to resume as program
delays are resolved and new opportunities, such as the long-term energy utility CAPEX program announced in July, emerge.
The global Mining, Oil & Gas sector is set to become the next high-growth market for the Company as the adoption of Digital
Twin solutions becomes operationalised to drive construction, production, safety, and compliance outcomes.
Whilst these top-line revenue drivers are important, the Company also remains laser-focused on balancing our ambitions to
deliver exceptional organisational and financial growth with a disciplined approach to financial management.
The Company looks forward to reporting on an improved financial result for FY24.
Ian Olson
Managing Director
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
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Directors’
Report
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
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Directors’ Report
The directors of Pointerra Limited (“the Company”) present their report, together with the financial statements of the Group
(referred to hereafter as the ‘Group’) consisting of Pointerra Limited (referred to hereafter as the 'company' or 'parent entity') and
the entities it controlled at the end of, or during, for year ended 30 June 2023.
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
Managing Director
30 June 2016
Neville Bassett
Non-executive Chairman
30 June 2016
Paul Farrell
Non-executive Director
9 November 2018
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 15 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 (Hons), GDip Mgt, MBA, MAICD
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 including 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.
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Pointerra Limited ABN 39 078 388 155
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | 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
Yowie Group Ltd
5 August 2019 – 27 November 2020
Auris Minerals Ltd
PharmAust Ltd
20 April 2018 – current
2 October 2018 – current
Tennant Minerals Ltd
28 November 2019 – current
Bulletin Resources Ltd
15 October 2021 - current
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
Directors’ meetings
Ordinary shares
Options
42,814,889
4,732,266
3,000,000
-
-
-
The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2023, and the
number of meetings attended by each director were:
Directors Meetings
Number Eligible to
Attend
Number Attended
Ian Olson
Neville Bassett
Paul Farrell
5
5
5
5
5
5
Directors’ meetings held during the year, included above, do not include meetings held via circular resolution. Directors held an
additional 11 meetings via circular resolution, attended by all directors, for a total of 16 meetings.
Company Secretary
Mr Neville Bassett has held the role of Company Secretary since 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 utilities, defence and intelligence, survey and mapping, mining, oil & gas, architecture, engineering,
construction and operations, and transport. 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. Customers 3D data hosted by Pointerra can be dynamically searched, accessed, visualised, analysed
and shared by anyone, anywhere, on any device and at any time.
Pointerra Limited ABN 39 078 388 155
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Review of Operations
Refer to the 'Review of Operations' for further information.
Operating Results
The loss for the financial year after providing for income tax was $4,468,338 (2022: $2,673,599 (loss)).
Financial Position
As at 30 June 2023, the Company had cash of $1,491,823 (2022: $3,596,423) and net liabilities of $1,581,302 (2022: net assets
of $3,289,036).
Subsequent events
No matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the consolidated
entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years, apart from:
- On 24 August 2023, the Company completed a Placement with existing and new institutional, professional, and sophisticated
investors for 16,666,667 new fully paid ordinary shares at a price of $0.12 each, raising $2 million before costs.
-
The Placement was undertaken in conjunction with a non-underwritten Share Purchase Plan (SPP) which gives existing
eligible shareholders with a registered address in Australia or New Zealand the opportunity to subscribe for new shares at a
price of $0.12 each up to an additional $1.5 million (before costs). The closing date of the SPP was 27 September 2023 with
results to be announced on 3 October 2023.
Likely developments and expected results of operations
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 3D digital twin geospatial technology business focused on solving the numerous challenges
of using 3D digital twin data to manage the physical world – simplifying the complex and doing it faster than anyone else.
Risk Management
Identifying and mitigating business risks that may affect the Company’s strategy and financial performance is an essential
part of the governance framework. This section outlines some of the key risks identified by the Company.
Technology and Software
The Company’s business is based on software, source code, technology and computer programs which comprise its data privacy
platforms. There is a risk that this technology and/or software may be superseded or displaced in the market by new technology
offerings or software which customers perceive have advantages over the Company’s offerings. Furthermore, the Company’s
systems can be affected by numerous factors including but not limited to data losses, computer system faults, failures of or
suspension from key data feeds, data network failures, and catastrophic events such as a natural disaster, computer viruses of
power failure.
Intellectual Property and Obligations
There is a risk that failure or inability to protect intellectual property rights may have a significant adverse effect on operations,
financial performance and competitive advantage. Further, there is a risk that the operations, products, services or platforms may
infringe the intellectual property rights of third parties. If any claim of litigation is bought against the Company which alleges an
infringement on another party’s intellectual property rights, this could result in the Company being subject to significant liability for
damages or losing the right to use the intellectual property.
Regulation
Regulation relating to the privacy of personal data continues to evolve in various jurisdictions. Accordingly, there is an exposure
to a range of risks relating to compliance with, changes to, or uncertainty in, the relevant legal and regulatory regimes in those
jurisdictions. Changes to laws and regulations or failure to comply may have a material adverse effect on the Company’s business,
financial position, and prospects.
Data
By their nature, information technology systems are susceptible to cyber-attacks with third parties seeking unauthorized access
to data, networks, systems and databases. Further third-party suppliers may receive and store information from the company or
its customers and although this information is limited and subject to confidentiality obligations, if third party suppliers fail to adopt
or adhere to robust security practices, any such information may be improperly accessed, used or disclosed.
Customer Environment
The Company provides its customers with technology and data solutions that support data protection and ability to securely share
data between different customers. Changes in relation to customers perception of the ability to protect data and cost associated
with that may have a direct financial impact on the Company customers and therefore an indirect on the Company’s financial
performance.
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Pointerra Limited ABN 39 078 388 155
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Dividends
No dividends were paid or declared since the start of the financial year.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Federal or State laws, however the
Company has a policy of complying with and exceeding its environmental performance obligations.
The Company 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.
Remuneration Report (Audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
• Principles used to determine the nature and amount of remuneration
• Employment details
• Details of remuneration
• Share-based compensation
• Additional disclosures relating to key management personnel
• Additional information
Principles used to determine the nature and amount of remuneration
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.’
i) Remuneration Structure
In accordance with best practice corporate governance, the structure of Non-executive Director and Executive Director
remuneration is separate.
ii) Non-executive Director Remuneration
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. Fees and payments to Non-executive Directors
reflect the demands and responsibilities of their role.
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 are appropriate and in line with the market 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.
iii) 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.
Pointerra Limited ABN 39 078 388 155
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
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 can 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 several 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.
iv) Company’s performance and link to remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders, Directors, and executives. Equity
instruments issued to Directors have an exercise price higher than the current share price of the Company.
v) Voting on the Remuneration Report
At the Company’s 2022 Annual General Meeting a resolution to adopt the 2022 Remuneration Report was passed by poll, with
the poll indicating majority (99.86%) support in favour of adopting the Remuneration Report. The Company did not receive any
specific feedback at the AGM regarding its remuneration practices.
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.
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Name
Position
Contract details
Proportions of elements of remuneration
Proportions of elements of remuneration not
related to performance
related to performance
Non-salary
cash-based
Shares/
Options/
Fixed Salary/
Employee loan
incentives
Units
Rights
Fees
Shares
Total
%
-
%
-
%
-
%
100
%
-
%
100
Ian Olson
Managing
Employment agreement
Director
commenced 30 June 2016.
Base salary for the year
ending 30 June 2023 of
$375,000 plus
superannuation and base
Director fee of $36,000
annually. Six months’
notice to terminate.
Neville Bassett Chairman
Service
agreement
-
-
-
100
-
100
commenced 30 June 2016.
Base
fee of $36,000
annually. Termination upon
resignation, non-election at
shareholders meeting or
prohibited by law.
Paul Farrell
Non-executive
Service
agreement
-
-
-
100
-
100
Director
commenced 9 November
2018. Base fee of $36,000
annually. Termination upon
resignation, non-election at
shareholders meeting or
prohibited by law.
Randy Rhoads Chief Operating
Employment
agreement
35
-
-
75
-
100
Officer
commenced 23 May 2018.
Base salary for the year
ending 30 June 2023 of
US$250,000 plus sales
commission. One 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.
Details of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
Pointerra Limited ABN 39 078 388 155
7
15
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Year ended 2023
Short-term benefits
Post-employment
benefits
Share-based
payments
Long-term
benefits
Name
Paul Farrell
Ian Olson (1)
Neville
Bassett
Randy Rhoads
Cash
salary, fees &
commission
$
36,000
411,000
36,000
469,466
952,466
Non-cash
benefit
$
-
-
-
-
-
Superannuation Options
$
-
39,375
-
17,048
56,423
$
-
-
-
-
-
Long
service
leave
Employee
loan shares
$
-
-
-
-
-
Total
$
36,000
450,375
36,000
486,514
1,008,889
-
-
-
-
-
Performance
related
%
-
-
-
35
17
(1)
Includes directors’ fees of $36,000 for the year ended 30 June 2023.
Year ended 2022
Short-term benefits
Post-employment
benefits
Share-based
payments
Long-term
benefits
Name
Paul Farrell
Ian Olson (1)
Neville
Bassett
Randy Rhoads
Mark Morrison
David Lowe
Cash
salary, fees &
commission
$
36,000
411,000
36,000
346,276
200,000
220,000
1,249,276
Non-cash
benefit
$
-
-
-
-
-
-
-
Superannuation Options
$
-
37,500
-
20,055
20,000
22,000
99,555
$
-
-
-
-
-
-
-
Long
service
leave
Employee
loan shares
$
-
43,755
-
-
25,669
-
69,424
-
-
-
-
-
-
-
Total
$
36,000
492,255
36,000
366,331
245,669
242,000
1,418,255
Performance
related
%
-
-
-
-
-
-
-
(1)
Includes directors’ fees of $36,000 for the year ended 30 June 2022.
Share-based compensation
Issue of shares
No shares were issued to directors and other key management personnel as part of compensation during the year ended 30 June
2023.
Options
There were no options over ordinary shares affecting remuneration of directors and other key management personnel in this
financial year or future reporting years.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management
personnel of the consolidated entity, including their personally related parties, is set out below:
2023
Paul Farrell (2)
Ian Olson (1) (2)
Neville Bassett (2)
Randy Rhoads (2)
Balance
at beginning of
year
3,000,000
Received as
remuneration
during year
-
Additions
-
42,814,889
4,732,266
8,000,000
58,547,155
-
-
-
-
-
-
-
-
Disposals/other
-
-
-
-
-
Balance
at end of year
3,000,000
42,814,889
4,732,266
8,000,000
58,547,155
(1) As at the reporting date 30 June 2023, 33,960,950 ordinary shares of the 42,814,889 were held by Mr Olson’s spouse.
(2) Shareholdings balances include loan share holdings tabled in loan share holdings section below.
16
Pointerra Limited ABN 39 078 388 155
8
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Option holdings
There were no options over ordinary shares in the company or movement in options over ordinary shares in the company held
during the financial year by each director and other members of key management personnel of the consolidated entity, including
their personally related parties.
Loan share holdings
The limited recourse loan provided under the company’s Securities Incentive Plan remain outstanding, in full at the date of this
report. The Company will maintain a lien over the shares in respect of which a loan is outstanding. The number of loan shares in
the company held during the financial year by each director and other members of key management personnel of the consolidated
entity, including their personally related parties, is set out below:
Key Management
Person
Paul Farrell (1)
Ian Olson (1)
Neville Bassett (1)
Randy Rhoads (1)
Balance
at beginning of
year
3,000,000
10,000,000
3,000,000
8,000,000
24,000,000
Granted as
remuneration
during year
Exercised
during year
-
-
-
-
-
-
-
-
-
-
Other changes
during the year
-
Balance
at end of year
3,000,000
Vested and
exercisable
at end of year
-
-
-
-
-
10,000,000
3,000,000
8,000,000
24,000,000
-
-
-
(1) Loan share holdings are included shareholdings balances tabled in shareholdings section above.
Refer to note 21 for further information on fair value measurement and vesting conditions on loan shares.
Other transactions with key management personnel and their related parties
No related party transactions were entered into during the year.
Additional information
The earnings of the consolidated entity for the five years to 30 June 2023 and the factors that are considered to affect total
shareholders return are summarised below:
Net profit / (loss)
Revenue
Earnings per share
Share price at year end
2023
2022
2021
(4,468,339)
(2,673,599)
(1,509,332)
2020
($2,525,453)
2019
($1,907,036)
7,331,188
9,801,575
3,983,603
1,228,165
(0.66)
$0.088
(0.39)
$0.24
(0.23)
$0.49
(0.45)
$0.040
443,504
(0.37)
$0.046
This concludes the remuneration report, which has been audited.
Shares under Option
At the date of this report, unissued ordinary shares of Pointerra Limited under option are as follows:
Class
Options
Grant date
24 August 2023
Expiry date
1 April 2028
Exercise price
$0.15
Number of options
4,500,000
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the
company or of any other body corporate.
Indemnifying officers or auditor
During or since the end of the financial year:
•
The Company has paid or agreed to pay insurance premiums and has given an indemnity or entered into an agreement to
indemnify all Directors, against any liability arising from a claim brought by a third party against the Company. The
agreement provides for the company to pay all damages and costs which may be awarded against the Directors.
•
No indemnity has been paid to auditors.
Pointerra Limited ABN 39 078 388 155
9
17
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Report
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of
the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf
of the company for all or part of those proceedings.
Non-audit services
No non-audit services were provided by the auditor during the year.
Auditor’s Independence Declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
Auditor
Hall Chadwick WA Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
Ian Olson
Managing Director
29 September 2023
Perth
18
Pointerra Limited ABN 39 078 388 155
10
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
To the Board of Directors,
AUDITOR’S
CORPORATIONS ACT 2001
INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
As lead audit Director for the audit of the financial statements of Pointerra Limited for the financial year ended
30 June 2023, 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
D M BELL CA
Director
Dated this 29th day of September 2023
Perth, Western Australia
19
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Financial
Statements
20
20
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155 Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the year ended 30 June 2023
Revenue from continuing operations
Other income
Cost of platform services
Cost of non-recurring project services
Employee benefits expense
Administrative expenses
Advertising and marketing expenses
Compliance and regulatory expenses
Research and development expenses
Share based payment expenses
Impairment expense
Depreciation and amortisation expenses
Other expenses
Loss before income tax
Income tax benefit
Note
2023
$
2022
$
7,331,188
9,801,575
5
1,020,349
858,531
(959,753)
(470,179)
(2,187,766)
(1,230,912)
(5,403,250)
(4,997,620)
(160,060)
(229,784)
(559,838)
(294,056)
(222,080)
(567,764)
(2,033,476)
(1,463,001)
385,499
(1,302,448)
-
(1,360,434)
(170,728)
(278,447)
(1,500,719)
(1,436,827)
(4,468,338)
(2,963,662)
-
290,063
6
7
21
12
8
2
Loss after income tax for the year
(4,468,338)
(2,673,599)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
(36,501)
17,285
Total comprehensive loss for the year attributable to members of the
Company
(4,504,839)
(2,656,314)
Loss per share attributable to members of the Company
Cents
Cents
Basic and diluted loss per share
18
(0.66)
(0.39)
Pointerra Limited ABN 39 078 388 155
12
21
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
The accompanying notes form part of these financial statements
Consolidated Statement of Financial Position
as at 30 June 2023
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Other
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Right-of-use assets
Total non-current assets
Total assets
LIABILITIES
Current Liabilities
Trade and other payables
Lease liabilities
Contract liabilities
Provisions
Total current liabilities
Non-current liabilities
Lease Liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets/(liabilities)
EQUITY
Issued capital
Reserves
Accumulated losses
Total equity
Note
2023
$
2022
$
9
10
11
12
13
14
15
16
17
15
17
19
20
1,491,823
2,722,715
68,985
4,283,523
101,421
59,854
237,221
398,496
3,596,423
3,501,614
8,340
7,106,377
182,704
77,669
284,616
544,989
4,682,019
7,651,366
2,615,012
2,231,547
81,092
2,712,339
639,089
6,047,532
64,263
1,287,491
406,619
3,989,920
215,789
-
215,789
284,318
88,092
372,410
6,263,321
4,362,330
(1,581,302)
3,289,036
13,856,745
13,836,745
3,408,716
3,830,716
(18,846,763)
(14,378,425)
(1,581,302)
3,289,036
The accompanying notes form part of these financial statements
22
Pointerra Limited ABN 39 078 388 155
13
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Consolidated Statement of Changes in Equity
for the year ended 30 June 2023
Note
Issued
capital
$
Share-based
payments
reserves
Foreign exchange
reserve
Accumulated
losses
Total equity
$
$
$
$
Balance at 1 July 2021
13,782,572
2,490,760
20,223
(11,704,826)
4,588,729
Loss for the year
Other comprehensive income
Total comprehensive loss
for the year
Transactions with owners
recorded directly in equity
-
-
-
Proceeds from loan shares
19
54,173
Share issue costs
Share-based payments
21
-
-
-
-
-
-
-
1,302,448
-
(2,673,599)
(2,673,599)
17,285
-
17,285
17,285
(2,673,599)
(2,656,314)
-
-
-
-
-
-
54,173
-
1,302,448
Balance at 30 June 2022
13,836,745
3,793,208
37,508
(14,378,425)
3,289,036
Balance at 1 July 2022
13,836,745
3,793,208
37,508
(14,378,425)
3,289,036
Loss for the year
Other comprehensive income
Total comprehensive loss
for the year
Transactions with owners
recorded directly in equity
Shares in lieu of services
received
Share issue costs
-
-
-
19
20,000
Share-based payments
21
-
-
-
-
-
-
-
(385,499)
-
(4,468,338)
(4,468,338)
(36,501)
-
(36,501)
(36,501)
(4,468,338)
(4,504,839)
-
-
-
-
-
-
20,000
-
(385,499)
Balance at 30 June 2023
13,856,745
3,407,709
1,007
(18,846,763)
(1,581,302)
The accompanying notes form part of these financial statements
Pointerra Limited ABN 39 078 388 155
14
23
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Consolidated Statement of Cash Flows
for the year ended 30 June 2023
Cash flows from operating activities
Proceeds from customers
Payments to suppliers and employees
Interest paid
Interest received
Government tax incentives received
Note
2023
$
2022
$
9,378,005
7,753,581
(12,322,268)
(9,908,200)
-
525
(56,177)
-
922,224
618,371
Net cash used in operating activities
25
(2,021,514)
(1,592,425)
Cash flows from investing activities
Payments to acquire property, plant and equipment
Payments to acquire intangible assets
Net cash used in investing activities
Cash flows from financing activities
Proceeds from loan shares
Payments for lease payments
Net cash provided by financing activities
Net (decrease) in cash held
Effect of movement in exchange rates on cash held
Cash and cash equivalents at beginning of the period
(14,072)
(74,032)
(10,306)
(24,378)
(36,527)
(110,559)
-
54,173
(51,700)
(61,586)
(51,700)
(7,413)
(2,097,592)
(1,710,397)
(7,008)
127,457
3,596,423
5,179,363
Cash and cash equivalents at the end of the period
9
1,491,823
3,596,423
The accompanying notes form part of these financial statements
24
Pointerra Limited ABN 39 078 388 155
15
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023
NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Basis of preparation
These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for
for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by
the International Accounting Standards Board ('IASB').
Historical cost convention
Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the period of
their expected benefit, being their finite life of 1-10 years.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in note 27.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Pointerra Limited ('company' or
'parent entity') as at 30 June 2023 and the results of all subsidiaries for the year then ended. Pointerra Limited and its subsidiaries
together are referred to in these financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when
the consolidated entity 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. Subsidiaries are fully consolidated from the date on which
control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without
the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the
book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other
comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses
incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance.
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 2023, the Group had cash and cash equivalents of $1,491,823 (2022: $3,596,423) and had a working capital deficit
of $1,764,009 (2022: net working capital surplus $3,116,457). The Group incurred a loss after tax of $4,468,338 for the year ended
30 June 2023 (2022: $2,673,599) and net cash outflows from operating activities of $2,021,514 (2022: $1,592,425).
On 24 August 2023, the Company completed a Placement with existing and new institutional, professional, and sophisticated
investors for 16,666,667 new fully paid ordinary shares in at a price of $0.12 each, raising $2 million before costs. The Placement
was undertaken in conjunction with a non-underwritten Share Purchase Plan (SPP) which gives existing eligible shareholders with
a registered address in Australia or New Zealand the opportunity to subscribe for new shares at a price of $0.12 each up to an
additional $1.5 million (before costs). The closing date of the SPP was 27 September 2023 with results to be announced on 3
October 2023.
Pointerra Limited ABN 39 078 388 155
16
25
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
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 twelve 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 a strategy to grow revenue and generate positive cash flows from operations; and/or
the Group can curtail discretionary expenditure as and when required in order to manage cash outflows.
Based on the cashflow forecast and other factors referred to above, the Directors are satisfied that the going concern basis of
preparation is appropriate. Should this not occur, or not occur on a sufficiently timely basis, there is a material uncertainty that
may cast significant doubt about the Group’s ability to continue as a going concern and therefore, the Group may be unable to
realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying amounts or to the amount and classification of
liabilities that might result should the Group be unable to continue as a going concern and meet its debts as and when they fall
due.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis as
the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of
resources to operating segments and assessing their performance.
Income tax
The income tax expense or benefit for the year comprises current income tax expense or income and deferred tax expense or
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 or assets are therefore measured
at the amounts expected to be paid to or 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 or 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 way 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.
Pointerra Limited and its wholly owned Australian subsidiary have not implemented tax consolidation legislation. The head entity
and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their
expected useful lives as follows:
Plant and equipment
3-7 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Pointerra Limited ABN 39 078 388 155
17
26
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any
revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.
Intangibles
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the
date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are
not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently
measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the
derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the
intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern
of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
Patents and trademarks
Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the period of
their expected benefit, being their finite life of 1-10 years.
Software
Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected
benefit, being their finite life of 3-5 years.
Research and development
Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is probable that
the project will be a success considering its commercial and technical feasibility; the consolidated entity is able to use or sell the
asset; the consolidated entity has sufficient resources and intent to complete the development; and its costs can be measured
reliably. Capitalised development costs are amortised on a straight-line basis over the period of their expected benefit, being their
finite life.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either
amortised cost or fair value depending on their classification. Classification is determined based on both the business model within
which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is
being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation
of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial
assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired
for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial
recognition where permitted. Fair value movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity
intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at
amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the
consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has
increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue
cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss
allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event
that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit
risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected
credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the
life of the instrument discounted at the original effective interest rate.
Pointerra Limited ABN 39 078 388 155
18
27
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in
other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance reduces
the asset's carrying value with a corresponding expense through profit or loss.
Derivative instruments
The Group does not trade or hold derivatives.
Financial guarantees
The Group has no material financial guarantees.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value
is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the
absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they
act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use.
Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value,
are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance
of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels
are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable,
with external sources of data.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable
amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present
value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating
unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating
unit.
Employee Benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled
wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured
at 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 periods of service. Expected future payments are discounted using market yields at the reporting date
on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Foreign currency translation
The financial report is presented in Australian dollars, which is the Company’s functional currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
28
Pointerra Limited ABN 39 078 388 155
19
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or
loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date.
The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which
approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in
other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Share-based payment transactions
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is
determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the
impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield
and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the
consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting
conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of
the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss
for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial
or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The
cumulative charge to profit or loss until settlement of the liability is calculated as follows: during the vesting period, the liability at
each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period & from the end
of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle
the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are
considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the
share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated
as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the
vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is
recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is
treated as if they were a modification.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash
equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial
position.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest
method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
Pointerra Limited ABN 39 078 388 155
20
29
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected
loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The
amounts are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are recognised
when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its unconditional right to
consideration (whichever is earlier) before the consolidated entity has transferred the goods or services to the customer.
Issued capital
Ordinary shares are classified as equity. 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.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost
of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the
site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of
the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of
the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any
remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases
with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss
as incurred.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value
of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate
cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments
less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid
under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to
occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are
expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there
is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease
term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the
corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
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
income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average
number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
30
Pointerra Limited ABN 39 078 388 155
21
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
Revenue and other income
The consolidated entity recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in
exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies
the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes
into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate
performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and
recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of
the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates
and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined
using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a
constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in
the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty
associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining
principle are recognised as a refund liability.
Rendering of services
Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed price or
an hourly rate.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised
cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount
of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Government grants
Government grants relating to costs are recognised in profit or loss over the period necessary to match them with the costs that
they are intended to compensate.
Goods and Services Tax ('GST') and other similar taxes
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. The net amount of GST recoverable
from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
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.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated
entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after
the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for
at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is
held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
Pointerra Limited ABN 39 078 388 155
22
31
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are
classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Comparatives
When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the
current financial year. During the reporting period, line items of previous corresponding period in the Consolidated Statement of
Profit or Loss and Other Comprehensive Income have been reclassified to be more aligned with nature of expense and enhance
comparability of information including: reallocation of $790,255 from administrative expenses to cost of project services;
reallocation of depreciation and amortisation expense of $278,447 from other expenses; and reallocation from cost of services of
$910,837 to cost of project services $440,658 and cost of platform services $470,179. The reclassification did not impact the
Company's net Profit or Loss and Other Comprehensive Income for the previous corresponding period.
Rounding of amounts
The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments
Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations
Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
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 consolidated entity for the annual reporting period ended 30 June 2023. The consolidated entity
has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to
assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions
on historical experience and on other various factors, including expectations of future events, management believes to be
reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual
results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with 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 using either the Binomial or Black-Scholes
model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and
liabilities within the next annual reporting period but may impact profit or loss and equity. Refer to note 21 for further information.
Revenue from contracts with customers involving sale of goods
When recognising revenue in relation to the sale of goods to customers, the key performance obligation of the consolidated entity
is considered to be the point of delivery of the goods to the customer, as this is deemed to be the time that the customer obtains
control of the promised goods and therefore the benefits of unimpeded access.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets
at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that may lead to
impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs
of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Income tax
The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in
determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of
business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for anticipated tax
audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters
is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which
such determination is made.
Pointerra Limited ABN 39 078 388 155
23
32
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
NOTE 2.
INCOME TAX
(a) The components of tax expense comprise:
Current tax
Deferred tax
Income tax expense
2023
2022
$
-
-
-
$
-
-
-
(b) Numerical reconciliation of income tax expense and tax at the statutory
rate
Tax loss at the statutory tax rate 25% (2022: 25%)
(1,117,085)
(740,916)
Tax effect amounts which are not deductible/(taxable) in calculating
taxable loss:
Research and development tax incentive
Other permanent differences
Deferred tax assets not brought to account
Income tax expense/(benefit)
(c) Deferred tax assets
Accrued expenses and provisions
Prepayments
Share issue costs
Tax losses
Total deferred tax assets
Deferred tax liabilities pursuant to set-off provisions
Less deferred tax assets not recognised
Net deferred tax assets
(d) Deferred tax liabilities
Other
Deferred tax liabilities pursuant to set-off provisions
Net deferred tax liabilities
(e) Tax losses
Unused tax losses for which no deferred tax asset has been recognised
(376,906)
(339,274)
1,833,265
-
363,254
37,099
367,702
1,343,421
2,111,476
(40,318)
(336,998)
349,393
438,458
(290,063)
243,893
-
367,702
1,124,020
1,735,615
(58,274)
(2,071,158)
(1,677,341)
-
-
40,318
(40,318)
58,274
(58,274)
-
-
-
-
Potential tax benefit at the statutory tax rate 25% (2022: 25%)
1,343,421
1,124,020
The benefit for tax losses will only be obtained if:
i.
ii.
iii.
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
33
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
NOTE 3. REMUNERATION OF AUDITORS
Remuneration of the auditor
Audit or review of the financial statements
Other services
NOTE 4. KEY MANAGEMENT PERSONNEL DISCLOSURES
Key management personnel compensation
Short-term benefits
Post-employment benefits
Long-term benefits
NOTE 5. REVENUE AND OTHER INCOME
Revenue from contracts with customers
Subscription and project revenue
Other income
Research and development tax incentive
Interest income
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Geographical regions
Australia
United States
NOTE 6. ADMINISTRATIVE EXPENSES
Accounting and audit fees
Consulting and contracting expenses
Director fees
Other
NOTE 7. RESEARCH AND DEVELOPMENT EXPENSES
Employee benefits expense
Other research and development expenses
2023
$
55,027
-
55,027
2022
$
42,871
-
42,871
952,466
56,423
-
1,249,276
99,555
69,424
1,008,889
1,418,255
7,331,188
7,331,188
1,019,823
526
1,020,349
9,801,575
9,801,575
858,531
-
858,531
2,214,293
5,116,895
7,331,188
1,809,304
7,992,271
9,801,575
(54,650)
9,200
(35,940)
(78,670)
(186,056)
-
(108,000)
-
(160,060)
(294,056)
(1,102,849)
(930,627)
(2,033,476)
(776,218)
(686,783)
(1,463,001)
34
Pointerra Limited ABN 39 078 388 155
25
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
NOTE 8. OTHER EXPENSES
Legal fees
Bad debts
Travel expenses
General operating expenses
NOTE 9. CASH AND CASH EQUIVALENTS
Cash at bank
Cash on deposit
NOTE 10. TRADE AND OTHER RECEIVABLES
Trade receivables
Research and development tax incentive receivable
GST receivable
2023
$
-
(217,335)
(713,480)
(569,904)
2022
$
(17,900)
(437,497)
(474,724)
(506,706)
(1,500,719)
(1,436,827)
1,441,297
50,526
1,491,823
3,546,423
50,000
3,596,423
1,832,715
890,000
-
2,704,417
792,401
4,796
2,722,715
3,501,614
Trade receivables disclosed above include amounts that are past due at the end of the reporting period for which the Group has
not recognised an allowance for expected credit losses because there has not been a significant change in credit quality. The
consolidated entity has recognised a loss of $217,335 in profit or loss and other comprehensive income in respect of the expected
credit losses for the year ended 30 June 2023.
Age of receivables that are past due but not impaired
60-90 days
91-120 days
121+ days
NOTE 11. PROPERTY, PLANT AND EQUIPMENT
Plant and equipment - at cost
Accumulated depreciation
Reconciliations of the written down values at the beginning and end of the
current and previous financial year are set out below:
Balance at beginning of year
Additions
Depreciation expense
Balance at end of year
-
15,112
60,449
75,561
21,470
13,250
1,783
36,503
446,041
(344,620)
101,421
430,714
(248,010)
182,704
182,704
14,072
(95,355)
101,421
204,034
77,131
(98,461)
182,704
Pointerra Limited ABN 39 078 388 155
26
35
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
NOTE 12. INTANGIBLE ASSETS
Patents and trademarks - at cost
Accumulated amortisation
Reconciliations of the written down values at the beginning and end of the
current and previous financial year are set out below:
Balance at beginning of year
Additions
Amortisation expense
Impairment expense
Balance at end of year
2023
$
216,906
(157,052)
59,854
2022
$
206,811
(129,142)
77,669
77,669
10,306
(28,121)
1,584,332
36,950
(183,179)
-
(1,360,434)
59,854
77,669
The Company acquired US-drone based digital asset management business, Airovant LLC (“Airovant”) on 4 June 2021 with
carrying value of intellectual property and customer relationships, subsequently impaired to nil during the 30 June reporting period.
NOTE 13. RIGHT-OF-USE ASSETS
Office space right-of-use
Accumulated depreciation
Reconciliations of the written down values at the beginning and end of the current and
previous financial year are set out below:
Balance at beginning of year
Depreciation expense
Balance at end of year
429,032
(191,811)
237,221
429,032
(144,416)
284,616
284,616
(47,395)
237,221
332,711
(48,095)
284,616
The Group leases its office space under a lease agreement of three years. On renewal, the terms of the leases are renegotiated.
NOTE 14. TRADE AND OTHER PAYABLES
Trade payables
Other payables and accruals
Refer to note 26 for further information on financial instruments.
NOTE 15. LEASES
Current lease
Non-current lease
Reconciliations of the written down values at the beginning and end of the
current and previous financial year are set out below:
Balance at beginning of year
Lease repayments
Interest expense
Balance at end of year
36
1,538,700
1,076,312
2,615,012
705,685
1,525,862
2,231,547
81,092
215,789
296,881
64,263
284,318
348,581
348,581
(64,050)
12,350
296,881
390,179
(61,586)
19,988
348,581
Pointerra Limited ABN 39 078 388 155
27
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
NOTE 16. CONTRACT LIABILITIES
Contract liabilities – deferred revenue
2023
2022
$
2,712,339
2,712,339
$
1,287,491
1,287,491
Unsatisfied performance obligations
The aggregate amount represents performance obligations that are unsatisfied at the end of the reporting period was and is
expected to be recognised as revenue in future periods.
NOTE 17. PROVISIONS
Current
Annual leave
Other
Long service leave
Non-current
Long service leave
NOTE 18. EARNINGS PER SHARE
Loss after income tax attributable to the owners used in calculating
earnings per share
Weighted average number of ordinary shares used as the denominator in calculating
basic loss per share
516,228
-
122,861
639,089
399,421
7,198
-
406,619
-
-
88,092
88,092
2023
2022
$
$
(4,468,338)
(2,673,599)
Number
Number
677,806,204
677,806,204
This calculation does not include instruments that could potentially dilute basic loss per share in the future, as these instruments
are anti-dilutive, as their inclusion would reduce the loss per share.
NOTE 19. ISSUED CAPITAL
677,806,204 (2022: 677,806,204) ordinary fully paid ordinary shares
Movements in ordinary share capital
Balance at 30 June 2021
Proceeds from loan shares
Balance at 30 June 2022
Shares in lieu of services received
Balance at 30 June 2023
2023
2022
$
$
13,856,745
13,836,745
$
No.
13,782,572
677,806,204
54,173
-
13,836,745
677,806,204
20,000
-
13,856,745
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. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised
capital.
Pointerra Limited ABN 39 078 388 155
28
37
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote. There is no current on-market share buy-back.
Options
As balance date, no options over unissued ordinary shares were outstanding.
NOTE 20. RESERVES
Option reserves
Balance at beginning of year
Employee loan shares vesting over multiple periods
Performance rights forfeited during the period
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
NOTE 21. SHARE-BASED PAYMENTS
Share-based payments reserve
Balance at beginning of year
Performance rights vesting
Performance rights forfeited
Loan shares vesting
Balance at end of year
Performance Rights 2022
2023
$
2022
$
3,793,208
-
(402,940)
17,441
3,407,709
2,490,760
52,612
(385,671)
1,635,507
3,793,208
37,508
(36,501)
1,007
20,223
17,285
37,508
3,793,208
-
(402,940)
17,441
3,407,709
2,490,760
1,635,507
(385,671)
52,612
3,793,208
Class
Tranche 1
Opening
balance
Forfeited
Closing
balance
Expiry date Grant date
Vesting
Fair value on
date
grant
Performance Rights 2,666,668
Tranche 2
Performance Rights 2,666,666
Tranche 3
(666,668)
2,000,000
31/05/2024 01/06/2021 31/05/2022
1,373,334
(1,333,333)
1,333,333
31/05/2024 01/06/2021 31/05/2023
1,098,667
Performance Rights 2,666,666
8,000,000
Total
(1,333,333)
(3,333,334)
1,333,333
4,666,666
31/05/2024 01/06/2021 31/05/2024
823,999
3,296,000
Performance Rights 2023
Class
Tranche 1
Opening
balance
Forfeited
Closing
balance
Performance Rights 2,000,000
Tranche 2
Performance Rights 1,333,333
Tranche 3
-
2,000,000
(1,333,333)
Performance Rights 1,333,333
(1,333,333)
-
-
Total
4,666,666
(2,666,666)
2,000,000
38
Pointerra Limited ABN 39 078 388 155
29
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
The Company acquired US-drone based digital asset management business, Airovant LLC (“Airovant”) on 4 June 2021. The
Company has entered into employment agreements with the four Airovant founder employees, pursuant to the Company’s
employee incentive share plan for the issue of 2 million ordinary shares in the Company to each employee. The shares vest in
three equal tranches of 666,667 shares over a three-year period on the anniversary of 1, 2 and 3 years of continuous
employment with the Company.
As at 30 June 2022, two of the four employees had resigned and were no long eligible participants under Company’s employee
incentive share plan. During the year ended 30 June 2023, two remaining employees resigned and were no long eligible
participants under Company’s employee incentive share plan.
Vested Tranche 1 Performance Rights have not been issued as at 30 June 2023.
Employee loan shares 2022
Class
Loan shares
Loan shares
Opening
balance
7,000,000
35,000,000
42,000,000
Employee loan shares 2023
Class
Loan shares
Loan shares
Opening
balance
7,000,000
35,000,000
42,000,000
Additions
Exercised
Forfeited
-
-
-
-
-
-
-
-
-
Additions
Exercised
Forfeited
-
-
-
-
-
-
-
-
-
Closing
balance
7,000,000
35,000,000
42,000,000
Closing
balance
7,000,000
35,000,000
42,000,000
Employee loan shares
During the year ended 30 June 2020, remuneration in the form of 35,000,000 employee loan shares with no vesting conditions
were issued to Key Management Personnel and employees.
Share price
Number
at issue
Exercise
Vesting
Expected
Risk free
interest
Participant
issued
Grant date
date
price
conditions
volatility Expiry date
rate
Valuation
Mr Farrell
3,000,000 07/05/2020
Mr Olson
10,000,000 07/05/2020
Mr Bassett
3,000,000 07/05/2020
$0.032
$0.032
$0.032
Mr Rhoads
9,000,000 07/05/2020
$0.032
Employees 10,000,000 07/05/2020
$0.032
$0.060
$0.060
$0.060
$0.060
$0.060
-
-
-
-
-
89.75%
30/04/2025
89.75%
30/04/2025
89.75%
30/04/2025
89.75%
30/04/2025
0.41%
0.41%
0.41%
0.41%
$55,910
$186,350
$55,910
$167,720
89.75%
30/04/2025
0.41%
$186,350
35,000,000
$652,240
Number
at issue
Exercise
Vesting
Expected
Share price
Risk free
interest
Participant
issued
Grant date
date
price
conditions
volatility Expiry date
rate
Valuation
Employees
7,000,000 07/05/2020
$0.032
$0.060
Refer below
89.75%
30/04/2025
0.41%
$130,451
7,000,000
$130,451
Loan shares terms and conditions
The key terms of the Employee Share Plan and of each limited recourse share loan provided under the Plan are as follows:
-
The loan is interest free;
Pointerra Limited ABN 39 078 388 155
30
39
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
-
-
-
-
-
-
-
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;
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.
Vesting conditions loan shares 7 million
7 million loan shares represent an option arrangement subject to the following vesting conditions.
- 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
Third anniversary of commencement of employment was on 29 October 2022.
NOTE 22. COMMITMENTS
There are no commitments that have significantly affected, or may significantly affect the Company's operations.
NOTE 23. CONTINGENT LIABILITIES AND ASSETS
As at the date of this report there are no claims or contingent liabilities that are expected to materially impact, either individually
or in aggregate the Company's financial position or results from operations.
NOTE 24. OPERATING SEGMENTS
Operating segment information:
2023
Segment revenue and other income
Segment expenditure
Segment result
Material expenditure items
Employee benefits expense
Cost of services
Research and development expenses
Share based payments
Australia
$
United States
$
Adjustments/
Eliminations
$
Total
$
4,517,491
(4,837,617)
(320,126)
5,116,895
(6,549,629)
(1,432,734)
(1,282,849)
(1,432,629)
(2,715,478)
8,351,537
(12,819,875)
(4,468,338)
(1,940,980)
(959,753)
(2,033,476)
385,499
(3,462,270)
(2,187,766)
-
-
-
-
-
-
(5,403,250)
(3,147,519)
(2,033,476)
385,499
Assets and liabilities by geographical segment
Segment assets
5,424,774
1,995,233
(2,737,988)
4,682,019
Segment liabilities
3,643,321
4,307,337
(1,687,337)
6,263,321
40
Pointerra Limited ABN 39 078 388 155
31
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
2022
Australia
$
United States
$
Adjustments/
Eliminations
$
Total
$
Segment revenue and other income
Segment expenditure
Segment result
5,063,054
(6,954,096)
(1,891,042)
8,590,604
(8,150,705)
439,899
(2,993,552)
1,771,096
(1,222,456)
10,660,106
(13,333,705)
(2,673,599)
Material expenditure items
Employee benefits expense
Cost of services
Research and development expenses
Impairment
Share based payments
Assets and liabilities by geographical segment
Segment assets
(2,212,584)
(676,234)
(1,394,114)
(1,360,434)
(1,302,448)
(2,785,036)
(1,024,857)
(68,887)
-
-
-
-
-
-
-
(4,997,620)
(1,701,091)
(1,463,001)
(1,360,434)
(1,302,448)
7,562,838
2,496,293
(2,407,765)
7,651,366
Segment liabilities
3,146,685
1,603,387
(387,742)
4,362,330
Identification of reportable operating segments
The consolidated entity is organised into two operating segments based on geographical regions where products and services
provided. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors
(who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the
allocation of resources. There is no aggregation of operating segments.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted
for internal reporting to the CODM are consistent with those adopted in the financial statements.
Types of products and services
The principal products and services of each of these operating segments are as follows:
Australia
United States
Cloud-based 3D digital twin
Cloud-based 3D digital twin
Intersegment transactions
Intersegment transactions were made at market rates. Intersegment transactions are eliminated on consolidation.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans are eliminated on
consolidation.
Major customers
During the year ended 30 June 2023, approximately $2.8 million (2022: $3 million) of the consolidated entity's external
revenue was derived from sales to two largest United States customers. No other single customers contributed 10% or more
of the Group’s revenue for the year.
NOTE 25. CASH FLOW INFORMATION
Reconciliation of loss after income tax to net cash from operating
activities
Operating loss after income tax
Adjustments for:
Depreciation, amortisation and impairment expense
Share-based payments
Expected credit losses
Foreign exchange
Changes in assets and liabilities
(Increase)/Decrease in trade and other receivables
(Increase)/Decrease in right-of-use assets
Increase/(Decrease) in trade and other payables
2023
$
2022
$
(4,468,338)
(2,673,599)
170,728
(385,499)
217,335
1,638,881
1,302,448
-
-
(68,728)
434,786
(2,445,492)
-
1,865,096
48,155
521,016
Pointerra Limited ABN 39 078 388 155
32
41
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
Increase/(Decrease) in lease liabilities
Increase/(Decrease) in deferred revenue
Increase/(Decrease) in provisions
Increase/(Decrease) in tax liabilities
Net cash used in operating activities
NOTE 26. FINANCIAL INSTRUMENTS
-
-
144,378
-
(20,965)
153,216
258,241
(305,598)
(2,021,514)
(1,592,425)
Financial Risk Management
The Company’s principal financial instruments comprise cash and cash equivalents. The main purpose of the financial
instruments is to earn the maximum amount of interest at a low risk to the Company. The Company also has other financial
instruments such as other receivables and creditors which arise directly from its operations. For the year under review, it has
been the Company’s policy not to trade financial instruments. The main risks arising from the consolidated entity’s financial
instruments are interest rate risk and credit risk. The board reviews and agrees policies for managing each of these risks and
they are summarised below:
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.
Carrying
amount
< 6 Months
2023
6-12
Months
$
$
$
370,840
370,840
2,244,172
2,244,172
639,089
296,881
639,089
40,546
3,550,982
3,294,647
1-4
Years
$
-
-
-
-
-
-
40,456
40,456
215,879
215,879
Carrying
amount
< 6 Months
2022
6-12
Months
$
$
$
521,525
60,348
521,525
29,701
-
30,646
1,710,022
1,710,022
494,711
288,233
406,619
32,132
3,074,839
2,699,999
-
-
32,132
62,778
1-4
Years
$
-
-
-
88,092
223,970
312,062
Total
contractual
cash flows
$
370,840
2,244,172
639,089
296,881
3,550,982
Total
contractual
cash flows
$
521,525
60,347
1,710,022
494,711
288,234
3,074,839
Pointerra Limited ABN 39 078 388 155
33
Financial liabilities interest bearing
Trade and other payables
Financial liabilities non-interest
bearing
Trade and other payables
Provisions
Lease liabilities
Financial liabilities interest bearing
Trade and other payables
Other liabilities
Financial liabilities non-interest
bearing
Trade and other payables
Provisions
Lease liabilities
Total financial liabilities
42
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
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.
The Group’s exposure to 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:
2023
Floating
interest rate
Fixed interest
Fixed interest
maturing
maturing 1 to 5
1 year or less
years
Non-interest
bearing
$
$
$
$
Total
$
Financial assets
Cash and cash equivalents
Trade and other receivables
1,441,297
50,526
-
-
1,441,297
50,526
Financial liabilities
Trade and other payables
370,840
Provisions
Lease liabilities
-
-
370,840
-
-
-
-
-
-
-
-
-
-
-
-
1,491,823
2,722,715
2,722,715
2,722,715
4,214,538
2,244,172
2,615,012
639,089
296,881
639,089
296,881
3,180,142
3,550,982
2022
Floating
interest rate
Fixed interest
Fixed interest
maturing
maturing 1 to 5
1 year or less
years
Non-interest
bearing
$
$
$
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Provisions
Lease liabilities
iv. Foreign exchange risk
3,596,423
-
3,596,423
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
3,596,423
$
-
3,501,614
3,501,614
3,501,614
7,098,037
2,231,547
494,711
348,581
2,231,547
494,711
348,581
3,074,839
3,074,839
The group operates internationally and is exposed to foreign currency exchange risk from currency exposure to the US
Dollars (USD). The Group has not yet formalized a foreign currency risk management policy, however it monitors its foreign
currency expenditure in light of exchange rate movements.
Pointerra Limited ABN 39 078 388 155
34
43
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
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 carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the
reporting date were as follows:
Currency
US dollars
v. Credit risk
Assets
2023
$
2022
$
Liabilities
2023
$
2022
$
2,146,560
5,319,343
2,682,846
1,612,881
Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in the Group
incurring a financial loss. This usually occurs when debtors or counterparties to derivative contracts fail to settle their
obligations owing to the Group. The Group does not have any significant credit risk exposure to any single counterparty or
any group of counterparties having similar characteristics. All cash is held with financial institutions with a credit rating of -
AA or above.
The maximum exposure to credit risk at reporting date is as follows:
Cash and cash equivalents - AA- Rated
Trade and other receivables
vi. Sensitivity Analysis
2023
$
1,491,823
2,722,715
4,214,538
2022
$
3,596,423
3,501,614
7,098,037
The sensitivity analysis below has been determined on the exposure to interest rates at the reporting date and based on the
stipulated change taking place at the beginning of the year and held constant throughout the reporting period.
A sensitivity of 3.5% has been selected, as this is considered reasonable considering the current market conditions (2022:
2.5%).
On 30 June 2023, 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
+ 3.5% (350 basis points) (2022: +2.5% (250 basis points))
- 3.5% (350 basis points) (2022 -2.5% (250 basis points))
vii. Fair value estimation
2023
$
55,345
(55,345)
2022
$
89,911
(89,911)
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.
viii. Capital risk 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.
Pointerra Limited ABN 39 078 388 155
35
44
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Notes to the Financial Statements
for the year ended 30 June 2023 (continued)
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 Group considers its capital to comprise its ordinary
share capital and reserves. In managing its capital, the Group’s primary objective is to maintain liquidity. These objectives
dictate any adjustments to capital structure. Rather than set policies, advice is taken from professional advisors as to how
to achieve these objectives. There has been no change in either these objectives, or what is considered capital in the year.
NOTE 27. PARENT ENTITY INFORMATION
Pointerra Limited is the legal parent entity. Pointerra Limited is a company limited by shares incorporated and domiciled in
Australia whose shares are publicly traded on the Australian Securities Exchange (ASX).
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
2023
$
2,291,525
395,162
2,686,687
3,369,482
215,789
3,585,271
(898,584)
2022
$
2,519,901
3,573,175
6,093,076
2,431,630
372,410
2,804,040
3,289,036
19,420,598
19,400,598
3,426,617
3,793,208
(23,745,799)
(19,904,770)
(898,584)
3,289,036
Total comprehensive loss
(3,841,029)
(2,656,314)
Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 1.
Name
Country of
Incorporation
Class of share Principal activities
Pointerra
Australia
Ordinary
Provision of 3D digital asset
100%
Technologies Pty Ltd
management solutions
Equity interest
Equity interest
2023
2022
100%
Pointerra US, Inc
United States
Ordinary
Provision of 3D digital asset
100%
100%
of America
management solutions
NOTE 28. MATTERS SUBSEQUENT TO THE END OF THE FINACIAL YEAR
No matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the consolidated
entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years, apart from:
- On 24 August 2023, the Company completed a Placement with existing and new institutional, professional, and sophisticated
investors for 16,666,667 new fully paid ordinary shares at a price of $0.12 each, raising $2 million before costs.
-
The Placement was undertaken in conjunction with a non-underwritten Share Purchase Plan (SPP) which gives existing
eligible shareholders with a registered address in Australia or New Zealand the opportunity to subscribe for new shares at a
price of $0.12 each up to an additional $1.5 million (before costs). The closing date of the SPP was 27 September 2023 with
results to be announced on 3 October 2023.
Pointerra Limited ABN 39 078 388 155
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Directors’ Declaration
In the directors' opinion:
•
•
•
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by
the International Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as
at 30 June 2023 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become
due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Ian Olson
Managing Director
Perth
29 September 2023
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Pointerra Limited ABN 39 078 388 155
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
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 2023,
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 2023 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
1.
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.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report which indicates that the Consolidated Entity incurred a net
loss of $4,468,338 during the year ended 30 June 2023. As stated in Note 1, these events or conditions, along
with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant
doubt on the Consolidated Entity’s ability to continue as a going concern. Our opinion is not modified in this
respect of this matter.
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
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
Revenue recognition
During the year, the Consolidated Entity generated
Our procedures included, amongst others:
revenue of $7,331,188 and as at balance date had
contract liabilities of $2,712,339.
recognition of
The
revenue and associated
deferred revenue was considered a key audit
matter due to the judgement and estimates
in determining when performance
involved
• 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;
obligations are met and revenue is recognised.
• 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 adequacy of the Consolidated
the
revenue disclosures within
Entity’s
financial statements.
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 2023, 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.
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
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 1, 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.
• 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.
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
• 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 2023.
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion, the Remuneration Report of Pointerra Limited, for the year ended 30 June 2023, complies with
section 300A of the Corporations Act 2001.
HALL CHADWICK WA AUDIT PTY LTD
D M BELL CA
Director
Dated this 29th day of September 2023
Perth, Western Australia
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | 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 www.pointerra.com.
Pointerra Limited ABN 39 078 388 155
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
Additional Information for Shareholders
The shareholder information set out below was applicable as at 26 September 2023.
Shareholding
711,800,597
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
1,564
3,430
1,335
2,423
614
640,021
9,121,402
10,618,794
81,783,077
609,637,303
0.09
1.28
1.49
11.49
85.65
9,366
711,800,597
100.00
Holders
3,799
Units
4,302,707
The names of the 20 largest holders of fully paid ordinary shares as at 26 September 2023:
Name
CARTOVISTA PTY LTD
Number of
shares
60,777,958
BNP PARIBAS NOMINEES PTY LTD
46,655,979
1.
2.
3.
4.
5.
CITICORP NOMINEES PTY LIMITED
CARTOVISTA PTY LTD
JENNIFER OLSON
6. MICHAEL FREETH
7. MRS ALISON ADRIENNE MORRISON + MR MARK WILLIAM MORRISON
14,586,710
8.
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
9. MR HOANG HUY NGUYEN
10.
JENNIFER OLSON
11. CAPITAL B ASSET MANAGEMENT PTY LTD
12. MR RANDAL KARL RHOADS
13. MR BLAZE JASPER
14.
IAN OLSON
15.
LIVELY ENTERPRISES PTY LTD
Percentage
8.94
6.55
5.23
3.41
2.81
2.39
2.05
1.80
1.66
1.40
1.33
1.12
1.12
0.85
0.84
0.84
0.82
0.70
0.70
0.68
37,227,921
24,261,426
19,983,793
17,016,407
12,814,076
11,820,778
10,000,000
9,500,000
8,000,000
7,985,000
6,077,796
6,000,000
6,000,000
5,822,742
5,000,000
5,000,000
4,872,158
16. DAVID LOWE
17. MARK MORRISON & ALISON MORRISON
18.
STEPHEN SAKHAROV
19. GREG ITZSTEIN
20. MR SHANE RAYMOND DOUGLAS
Total
Total all ordinary shares
52
319,402,744
44.87
711,800,597
Pointerra Limited ABN 39 078 388 155
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | 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
On-market Buy-back
There is no current on-market buy-back.
Voting Rights
Number of shares
85,039,384
33,960,950
Class of
shares
Ordinary
Ordinary
There are no restrictions on voting rights. On a show of hands every member present or by proxy shall have one vote and upon
a poll each share shall have one vote. Where a member holds shares which are not fully paid, the number of votes to which that
member is entitled on a poll in respect of those part paid shares shall be that fraction of one vote which the amount paid up
bears to the total issued price thereof. Option holders have no voting rights until the options are exercised.
Securities in Escrow
52,700,000
Pointerra Limited ABN 39 078 388 155
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2023 | POINTERRA LIMITED | ABN 39 078 388 155
ASX:3DP | www.pointerra.com