ANNUAL REPORT 2019 CONTENTS Contents and Highlights Corporate Information Directors’ Report Review of Operations Human Factors Directors Auditor’s Independence Declarations Letter to Shareholders 2 4 5 6 8 9 13 14 Re-thinking Our Workforce: An Innovative Pathway To Diversified Workforce 15 Advanced Safe Truck Concept Seeing Machines Remuneration Philosophy Consolidated Statement of Financial Position Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report 16 17 18 19 20 21 22 51 52 2 Seeing Machines, a global company headquartered in Australia and listed on London’s Alternative Investment Market (AIM: SEE), is an industry leader in computer vision technologies that enable machines to see, understand and assist people. The company’s machine learning vision platform has the know-how to deliver real-time identification and understanding of drivers and operators through Artificial Intelligence (AI) analysis of heads, faces and eyes. This insight enables Driver (and Operator) Monitoring Systems (DMS), which monitor driver/ operator identification and attention and can detect drowsiness and distraction across multiple transport sectors. Seeing Machines develops DMS technology for the Automotive, Commercial Fleet, Aviation, Rail and Offroad markets. The company has offices and people in Australia, USA, Europe and Asia, and delivers multi- platform solutions to industry leaders in each vertical. DMS is becoming a core safety technology integrated into ADAS offerings for the automotive industry, particularly with the development of semi-autonomous and self-driving cars. DMS is also increasingly seen to be an integral safety feature across the Commercial Transport & Logistics industry and is set to be become a regulatory requirement for all cars, vans, trucks and buses in Europe from 2022, with the rest of the world expected to follow soon after. Further, as the number of commercial aircraft in operation continues to grow, pilot training systems have become an essential safety technology in the aviation industry. Monitoring gaze and scanning behaviour will help crew training teams further the development of best practices and safety measures. SEEING MACHINES ANNUAL REPORT 2019 “ (Guardian) technology has proved extremely reliable, accurate... and we have been able to revise operational practice as risk mitigation. It continues to be a very valuable tool in our day to day business. DARREN WOOD General Manager, Ron Finemore Transport A$31.9 million revenue Revenue for FY2019 was in line with expectations and a moderate increase on FY2018. 6 Automotive customers Seeing Machines now works with six major automotive OEMs in Europe, North America and China, to deliver Driver Monitoring technology. 9 ongoing Automotive programs Expanded programs for future generation Driver Monitoring Technology has validated the world-leading technology developed by Seeing Machines. Over 16,000 connected Guardian units Operating in over 35 countries, Guardian enhances safety in over 16,000 commercial vehicles worldwide. 2 Aviation contracts signed The Seeing Machines Crew Training System was launched this year and sold to Royal Australian Air Force and L3 Harris Training Solutions for a major Australian airline. 3 billion kms of naturalistic driving data Unrivalled access to naturalistic driving data underpins the world-leading driver monitoring technology delivered by Seeing Machines. Board and Management set Kate Hill (Chair), Paul McGlone (CEO), Mike Lenné (SVP Fleet and Human Factors), Nick DiFiore (SVP Automotive), Patrick Nolan (GM Aviation) now driving the business forward. 3 CORPORATE INFORMATION This annual report covers Seeing Machines Limited as a consolidated entity. The Group’s functional and presentation currency is AUD ($). A description of the Group’s operations and its principal activities is included in the review of operations and activities in the directors’ report commencing on page 3. The directors’ report is not part of the financial report. Directors Kate Hill Paul McGlone Les Carmichael Rudolph Burger Yong Kong (YK) Ng Company Secretary Susan Dalliston Registered office 80 Mildura Street Fyshwick ACT 2609 Principal place of 80 Mildura Street business Fyshwick ACT 2609 Chair Executive Director and CEO Non-Executive Director Non-Executive Director Non-Executive Director Phone: + (61) 2 6103 4700 Email: info@seeingmachines.com Share Register Computershare Investor Services Pty Limited Computershare Investor Services PLC 452 Johnston Street The Pavilions, Bridgwater Road Abbotsford VIC 3067 Australia Bristol BS99 6ZY United Kingdom Seeing Machines Limited shares are listed on the London Stock Exchange AIM market. Solicitors DLA Piper Solicitors Level 21, 140 William Street Melbourne VIC 3000 Australia Fieldfisher LLP Riverbank House 2 Swan Lane London EC4R 3TT United Kingdom Bankers HSBC Commercial Bank Sydney NSW 2000 Auditors Ernst & Young 121 Marcus Clarke Street Canberra ACT 2600 4 SEEING MACHINES ANNUAL REPORT 2019 DIRECTORS’ REPORT Your directors submit their report for the year ended 30 June 2019. DIRECTORS The names of the directors of Seeing Machines Limited (the “Company”) in office during the year and until the date of this report are listed below. All directors were in office for this entire period covered by the report unless otherwise stated. Jack Boyer Non-Executive Director and Chairman Appointed to Board 16 July 2018, Appointed Chairman 19 September 2018 Stepped down as Chairman 5 June 2019 – resumed NED role (resigned 22 July 2019 – post period) Ken Kroeger CEO and Executive Director Appointed to Board 3 January 2012, Appointed interim CEO 29 January 2018; permanent CEO 16 July 2018 – previously Executive Chairman only (resigned 6 June 2019) Luke Oxenham CFO and Finance Director Appointed 3 December 2018 (resigned 26 July 2019 – post period) Rudolph Burger Non-Executive Director Les Carmichael Non-Executive Director Yong Kang (YK) Ng Non-Executive Director Tim Crane Kate Hill Non-Executive Director Resigned 30 April 019 Non-Executive Director Appointed 13 December 2018 Appointed Chair 22 July 2019 (post-period) James A Walker Non-Executive Deputy Chairman Resigned 13 December 2018 5 REVIEW OF OPERATIONS FINANCIAL RESULTS The Company’s total sales revenue from continuing operations for the financial year (excluding foreign exchange gains and finance income) was A$31.9m compared to the 2018 revenue of A$30.7m. Monitoring System (“DMS”) awards. As we are now working with an In April 2019, Seeing Machines completed a £27.77m (approx increasing number of automotive Tier 1 customers globally and are A$51.3m)(gross) fundraise to continue its investment into the actively engaged on programs with six OEMs in North America, Europe Company’s driver monitoring platform which will underpin successful and China, we are considered the leader in DMS technology for execution on existing awarded programs as well as accelerate the automotive applications. We are also continuing to develop significant development and scale its infrastructure and global footprint in order to opportunities with global market leaders in the Aviation and Offroad meet sustained customer demand for its leading-edge Driver Product Automotive Offroad Fleet Aviation Scientific Advances FY19 $’000 9,416 7,067 FY18 $’000 8,084 3,725 13,714 17,218 304 1,387 189 1,500 Sales Revenue 31,888 30,716 Variance % segments. Monitoring Systems (“DMS”) solutions and maintain its leadership position. 16 90 (20) 61 (8) 4 Revenue from Scientific Advances in FY19 totalled A$1.4m (2018: A$1.5m) and represented revenue from research project grants funded by the Australian Government, including the Advanced Safe Truck OPERATIONAL HIGHLIGHTS The pleasing results, exceeding market expectations in the 2018-19 Concept (“ASTC”) program in collaboration with leading fleet operators Financial Year, were underpinned by four program awards in the and OEMs and the CAN-Drive semi-autonomous driving program. This Automotive business, improved Fleet performance with a significant amount has decreased as both programs are in their final stages and focus on strategy reset and cost minimisation, inaugural commercial due for completion in the 2019 calendar year. deals for Aviation and a meaningful equity fundraising to underpin ongoing and strategic technology advancement for the Company. Total sales revenue was A$31.9m, a moderate increase of 4% year-on-year (2018: A$30.7m) as projected by the Board at the end of Finance income was A$0.8m in FY2019, up from A$0.5m in FY2018. This was due to increased interest revenue on financed Fleet Guardian Seeing Machines now boasts over 3 billion kilometres of naturalistic the first half of FY2019. Given production and supply chain constraints sales. with the Company’s Fleet product, Guardian, this result is pleasing. driving data, down to its extensive list of Guardian customers globally. This unrivalled data set is critical to the Human Factors research and Revenue momentum accelerated through the second half of the year with Fleet revenue in H2 increasing by over 300% on H1 results to Research and development expenses rose from A$20.2m to A$35.9m development and provides the platform from which the Seeing due to increased investment in our capability and resources to Machines automotive grade driver monitoring technology has been A$13.7m (H1: A$4.2m). Gross profit increased from A$7.6m in FY2018 commercialise our technology in our global target industries: developed and refined. This real world, on road data enables Seeing to A$18.7m this year, principally attributable to a greater proportion of total sales revenue being generated by the Automotive and Offroad Automotive, Offroad, Fleet and Aviation. This resulted in increased Machines to offer market leading driver monitoring technology based R&D (mainly staff costs), marketing, facility and corporate services on highly comprehensive and meaningful information. business segments, which have lower cost of sales and therefore costs. Included in the R&D staff costs is an amount of A$9.1m which higher gross margins. Fleet margin also improved year-on-year due to the high-margin fleet monitoring Monthly Recurring Revenue (“MRR”) represents the non-cash amortisation of a one off grant of performance The Seeing Machines executive has evolved with confirmed CEO Paul rights to certain founders and key engineering staff who have played a McGlone and management team, a refreshed Board of Directors and from its growing connected customer base. critical role in the development of the Group to its current position. Kate Hill recently confirmed as Chair – in place to steer the Company as it leverages the increasing momentum across its focused Automotive sales continue to increase moderately year on year, due to This investment meant the Company made a net loss from continuing transportation sectors of Fleet, Automotive, Aviation and Offroad. non-recurring engineering payments for newly awarded business and operations of A$41.8m for the FY19 financial year, compared to as pre-production technology samples are delivered to customers. A$36.0m for the previous year. Automotive revenue is expected to dramatically increase over the Under new leadership, the value of Seeing Machines’ Intellectual Property (IP) has been closely examined and ways to better leverage period between 2021 to 2026 where Original Equipment Manufacturers Cash and cash equivalents at 30 June 2019 totalled A$54.8m (2018: this significant asset across transport sectors and with key customers 6 (“OEMs”) will start mass production on vehicles under existing Driver A$42.8m). is now a strategic focus for the Company. SEEING MACHINES ANNUAL REPORT 2019 AUTOMOTIVE Seeing Machines’ market position as leader in DMS technology has A$2.2 million contract with one of the world’s leading self-driving car companies, based in North America. Guardian BdMS leverages Seeing AVIATION FY2019 saw the Seeing Machines Aviation division sign two been further validated by two program awards confirmed with new Machines’ automotive-grade FOVIO driver monitoring technology in a commercial deals for its Crew Training System using the Company’s automotive OEM customers as well as two expanded programs with retrofit system for semi- and fully- automated vehicles. It is designed to eye-tracking technology. existing OEM customers (one of the latter awarded post period end) help the backup driver in autonomous driving stay alert, aware and throughout the year. These awards signify the growing adoption of ready to take control of the driving task as necessary. Working with the Royal Australian Air Force, the Aviation division camera-based DMS as trends continue and global regulatory bodies point to mandated technology within the coming years, starting from 2022. FLEET The Company’s Fleet product, Guardian, is now connected to over is currently being installed into two Pilatus PC-21 advanced flight training simulators. The second program was confirmed in December 16,000 vehicles globally with continued demand expanding across its 2018 with L3 Commercial Aviation, now L3 Harris following a major marked its first commercial program agreement where the technology The Company announced its fifth Automotive program award in July direct, distributor and channel based networks. merger, which will see the technology installed into a new Boeing 787 2018, working with a major Tier 1 partner to deliver its FOVIO DMS Full Flight Simulator, scheduled to be delivered to a major Australian technology, via its FOVIO Chip, to a Chinese OEM, with mass A divisional review of Fleet has resulted in improved direct costs, airline this calendar year. production scheduled from late 2019. Its sixth OEM program for DMS hardware simplification and cost reduction, as well as efficiencies in technology was awarded in February 2019, again via FOVIO Chip for a monitoring services. Fleet is now on track to deliver scale benefits to Further to these commercial programs, the global interest and North American OEM, with production expected to begin in late 2020. the Company from 2020 onwards with renewed focus on installation collaboration in eye-tracking technology for efficiences and safety rates and accelerated generation of recurring monthly revenues. outcomes in the Aviation industry continues to increase. Seeing Two expansion programs with existing OEMs were subsequently Revenue from monthly services has, over the past 3 years, increased Machines is working closely with a number of key simulator confirmed, one with a North American customer for additional models by more than 330% and is now generating over 50% gross margin, a manufacturers, airlines, aviation OEMs and air traffic organisations to to be manufactured from 2020, and one, post period, with an existing great contributor to the overall Guardian result. shape solutions that will help the industry grapple with the growth and German OEM customer for a new generation of DMS technology, expansion expected across the industry. targeting requirements yet to be set by Euro NCAP, the European New Seeing Machines has largely transitioned its business to distributor and Car Assessment Program, further indicating OEM acknowledgement of channel sales, working closely with its partners across ten countries. A regulatory pressure. small number of flagship multi-national accounts are still managed OFFROAD Seeing Machines continues to work closely with Caterpillar to grow the directly. These accounts are mostly focused on passenger Offroad market for Guardian and the ruggedised mining product, Driver Seeing Machines now boasts eight ongoing programs across six OEM transportation, which is higher value and includes major international Safety System (DSS). The Company reports significant growth in customers and remains in the perfect position to support the brands such as Coach USA, Toll Group, National Express, Total and revenue over the year and is pleased to see growing demand for technology evolution across the automotive industry with safety First. technology that forms a key part of the Advanced Driver Assistance fatigue and distraction management technology across the sector. System (ADAS), leveraging its FOVIO driver monitoring platform. For the first time in its history, Seeing Machines has partnered with NTI, Both Caterpillar and Seeing Machines intend to extend the Australia’s leading truck insurer, to advocate the use of Guardian in its collaboration into the future and leverage Seeing Machines’ Intellectual Projected automotive revenue from this booked business to be insured fleets to enhance safety and improve risk management Property to co-develop next generation technology that will enhance recognised from 2019 to 2026 is in the range of US$170m based on approaches. The NTI-Seeing Machines proposal has been launched to customer experience, reduce cost of manufacture and leverage the initial models included in the corresponding agreements. the Australian market and will be delivered through the large NTI broker Company’s automotive grade Driver Monitoring Engine. Finally, the Automotive division launched its Guardian Backup-driver customers will enjoy significant insurance policy benefits and financial Monitoring System (Guardian BdMS) during the year and signed a incentives. network and via the Company’s distribution partners. Mutual 7 HUMAN FACTORS Human Factors has two main areas of focus. The first is the core research performed internally and with research partners to advance understanding of driver state across all transport sectors, using scientific solution design and validation for optimum Human Machine interfaces, generating valuable datasets for use across all industry sectors. The second is around customer-focused research with our automotive, fleet and aviation customers, working with them to design programs that showcase how the Seeing Machines technology can be used to measure operator state in real- world operational settings. Seeing Machines, in partnership with Monash University’s Accident POSITION HOLDERS DURING THE PERIOD Research Centre and Ron Finemore Transport, was awarded an CHIEF EXECUTIVE OFFICER Australian Government CRC-Project Grant for A$2.25m over three years to work on a project that builds on the Company’s Guardian technology platform. FY19 marked the project’s final year. This project (Advanced Safe Truck Concept) will advance Seeing Machines’ goal to deliver the next generation of fatigue prevention and driver monitoring The Company’s Chief Executive Officer (CEO) from 29 January 2018, until he resigned on 6 June 2019, was Ken Kroeger. Paul McGlone stepped in as interim CEO until he was appointed on a permanent basis on 4 July 2019. technology for the commercial transport sector in Australia and around COMPANY SECRETARY the world. Seeing Machines is also leading the world’s first automated vehicle trial with a primary focus on the driver - CANdrive. The Australian Capital Territory (ACT) Government has committed A$1.35m to the trial, which uses the Company’s driver monitoring technology to build information on the connection between driver behaviour and automated vehicles. The final phase of the project is being undertaken in conjuction with the University of Canberra to assess behaviour of mature drivers and their interaction with semi-automated vehicle technology. The Company Secretary from 1 June 2018 to 31 December 2018 was James Palmer. James resigned from the Group effective 31 January 2019. Ryan Murphy, Chief Operating Officer, was Company Secretary until Susan Dalliston was appointed on 4 July 2019. Susan Dalliston is the Company Secretary at the date of this report. EMPLOYEE NUMBERS At 30 June 2019 the Group had 228 full-time employees (170 employees at 30 June 2018). 8 SEEING MACHINES ANNUAL REPORT 2019 DIRECTORS The names and particulars of the directors of the Company are set out in the following table. The directors were in office for the entire period unless otherwise stated. Name and qualifications Experience and special responsibilities Name and qualifications Experience and special responsibilities Kate Hill Chair of the Board and Chair of the Risk, Audit & Finance Committee Ken Kroeger CEO and Executive Director Appointed Director 13 December 2018. Appointed Chairman 22 July 2019 (post period). Kate is a non-executive director of CountPlus Limited (ASX: CUP), where she is the Chair of the Audit and Risk Committee and a member of the Acquisitions Committee. She is also a non-executive director of Elmo Software Limited (ASX: ELO) where she serves as Chair of the Audit and Risk Committee and is a member of the Remuneration and Nominations Committee. She is the Company Secretary of Kazia Therapeutics Limited (ASX: KZA, Nasdaq: KZIA). Kate had a distinguished 20+ year career with Deloitte Touche Tomatsu as an audit partner where she worked with Australian Securities Exchange (ASX) listed and privately owned clients. She has worked extensively in regulated environments including assisting with Initial Public Offerings, capital raising and general compliance, as well as operating in an audit environment. She held a variety of leadership and executive roles in Deloitte and was the first woman appointed to the Board of Partners of the Australian firm. Jack Boyer OBE Non-Executive Chairman Appointed Director 16 July 2018. Appointed Chairman 19 September 2018. Stepped down as Chairman 5 June 2019, resigned from the board 22 July 2019 (post period). Jack Boyer, who is based in the UK and holds US and UK citizenship, is a highly experienced non-executive director with significant expertise in the advanced materials and technology sectors. Jack is currently non-executive director at Mitie plc, non-executive director of TT Electronics plc, a board member of the Sir Henry Royce Institute for Advanced Materials and Chairman of Academies Enterprise Trust. In his prior roles, Jack was Chairman of Ilika plc, non-executive director of Laird plc, Deputy Chairman of the Advanced Materials Leadership Council (BEIS), Council Member of the Engineering and Physical Sciences Research Council and the Innovate UK Energy Catalyst. Jack also previously founded and was Chief Executive Officer of several companies in the engineering, telecommunications and biotechnology sectors and prior to this, was an investment banker at Goldman Sachs and a strategy consultant at Bain & Co. In 2015, Jack was awarded an OBE in the Queen’s Honours for his services to the fields of Science and Engineering. Appointed 29 January 2018 – previously Executive Chairman. Resigned 6 June 2019. Ken comes from a long technology and commercialisation background with exposure to a wide variety of industry sectors. He was the founder of international simulation & training business Catalyst Interactive; with offices in three countries and over 100 employees. The organisation was highly recognised for innovation & high customer service levels and was sold to Halliburton subsidiary, Kellogg, Brown and Root in 2008. Ken has held multiple board directorships and enjoys mentoring a number of start-up entrepreneurs. Luke Oxenham Appointed Finance Director 3 December 2018. Resigned 26 July 2019 (post period). Luke is a senior financial executive with over 25 years of accounting and finance experience. He has previously held CFO roles at several ASX listed companies including Genworth Mortgage Insurance Australia Limited and infrastructure business Intoll Group. He also held senior positions with responsibility for investor relations and risk management at Macquarie Infrastructure Group, one of the largest developers and owners of toll roads globally, and Deutsche Bank, as well as key commercial positions at National Australia Bank and insurance and financial services group Promina. Luke has substantial experience of integrating business planning, business performance and capital modelling and of accessing various sources of capital from the debt and equity markets. He also has substantial experience in developing and implementing business strategies across organisations and over multiple jurisdictions. Dr Rudolph (Rudy) Burger Non-Executive Director and Chair of the Risk, Audit & Finance Committee Over the past twenty-five years, Rudy has founded five digital media technology companies in the US, run a European public company, and served as a senior executive for two global 500 companies. He is widely recognised as an effective, dynamic leader with a proven track record in management, strategic planning, business development, and M&A. Dr Burger is currently Founder and Managing Partner of an investment bank headquartered in California. Rudy has a BSc and MSc from Yale University and a PhD from Cambridge University. Rudy joined the Board of Seeing Machines Limited in 2014. 9 Name and qualifications Experience and special responsibilities Name and qualifications Experience and special responsibilities Les Carmichael Non-Executive Director and member of the People, Culture & Remuneration Committee Tim Crane Non-Executive Director and member of the People, Culture & Remuneration Committee Mr Carmichael, based in Dallas, is a veteran of the North American transportation and logistics sectors, where he has spent over 40 years of his professional career. Holding numerous senior management and operational positions, he has experience in all aspects of fleet logistics; sales, marketing, operations, business development, and turnaround management. After a proven track record as Vice-President and General Manager of Dedicated Services at Swift Transportation Corporation, Les became CEO of Taylor Companies, the largest independent crude oil transportation company in the US. After retiring as an executive in 2015, Mr Carmichael served on the board of directors of GlobalTranz, Inc., a venture capital funded, technology focussed, freight forwarding company operating in the US. Les resigned from that board on 29 June 2018 following the successful sale of the company. Les has been on the Board of Seeing Machines Limited since February 2016. Yong Kang (YK) Ng Non-Executive Director and member of the Risk, Audit & Finance Committee Mr Ng has extensive engineering and operations experience in the manufacturing sector with multinational corporations. Based in Johor, Malaysia, Mr Ng has been managing the manufacturing operations of V S Industry Berhad (VSI) since 2002 and was appointed as executive director in 2005. VSI is a leading integrated electronics manufacturing services provider and a strategic investor in Seeing Machines Limited. Mr Ng has a Bachelor of Science in Mechanical Engineering from the National Taiwan University and a MBA from Heriot-Watt University in Edinburgh, UK. YK joined the Board of Seeing Machines Limited in March 2016. Resigned 30 April 2019. Mr Crane is General Manager - Cat Services, Marketing & Digital Division. Mr Crane joined the Board to further strengthen the relationship between Seeing Machines and Caterpillar Inc. and to help drive safety related revenues for both companies under the existing global agreement for product development, licensing and distribution. Mr Crane, based in Peoria, USA, joined Caterpillar in 2011 when his safety culture consulting company was acquired. Under his leadership, Caterpillar Safety Services has achieved global expansion, significant annual growth and has become an enterprise model for commercialising solutions. In 2017 he assumed leadership of the Cat Services group and three additional customer-focused solutions businesses – Drone Services, Equipment Management (EM) Services and Cat Analytics. Mr Crane has a Bachelor of Business Administration and Marketing from Baylor University. James (Jim) Allan Walker GAICD Non-Executive Deputy Chairman and Chair of the People, Culture & Remuneration Committee Resigned 13 December 2018. Over the past 45 years, Jim has been involved with heavy equipment dealerships, having retired from WesTrac (Caterpillar dealer for Western Australia, New South Wales/Australian Capital Territory and North East China) after 13 years as CEO. Jim is also Chairman of Macmahon Holdings Limited (ASX:MAH), Austin Engineering Limited (ASX:ANG), Australian Potash Limited and State Training Board (WA) and Deputy Chairman of RAC WA Holdings Pty Ltd. Jim joined the Board of Seeing Machines Limited in 2014 as Non- Executive Director and in May 2017 assumed the position of Deputy Chairman. 10 SEEING MACHINES ANNUAL REPORT 2019 PRINCIPAL ACTIVITIES The Company’s principal activities during the year were: outlook of the business considerably. Succeeding him as GM of Fleet is Dr Mike Lenné who took up the role of SVP Fleet and Human Factors on the same date. In addition, on 4 July 2019, Luke Oxenham • Developing, selling and licensing products, services and technology informed of his intention to resign his position as CFO and executive to detect and manage driver fatigue and distraction, including director on 28 July 2019. Michael Cameron was appointed interim continued market development to secure sustainable channels to CFO on 4 July 2019. market for the product; • Developing driver-monitoring technology to be incorporated into On 23 July 2019, Seeing Machines was selected by a major Tier 1 passenger cars; supplier to deliver its FOVIO driver monitoring platform into additional • Entering commercial agreements with partners for the development, customers for an existing German OEM customer. The expanded manufacturing and sale of products into key target markets; deployment includes variants targeting European New Car Assessment • Research and development of the Company’s core vision Program (Euro NCAP) safety goals. This expanded engagement, processing technologies to support the development and scheduled for production from 2021, is expected to deliver incremental refinement of the Company’s products. revenue between A$11 million and A$30 million. CHANGES IN STATE OF AFFAIRS During the financial year there was no significant change in the state of Seeing Machines signed an extended exclusive Agreement with long-standing mining customer, Caterpillar Inc. on 19 August 2019. affairs of the Company other than those referred to elsewhere in this The Agreement is extended for a further five years and outlines report and in the financial statements or notes thereto. proposal for further development of the Company’s IP into the SUBSEQUENT EVENTS AFTER THE BALANCE DATE Jack Boyer OBE stepped down as Chairman of the Board on 5 June Guardian and mining product (Driver Safety System) to co-develop next generation technology to enhance customer experience. The Agreement has also redefined exclusive Fields of Use for Caterpillar 2019, at which point Kate Hill was appointed as Interim Chair. Kate Hill and has opened up a range of Fields now accessible directly by Seeing was confirmed as Chair on a permanent basis on 22 July 2019 when Machines and its channel and distribution partners. Jack Boyer OBE resigned his position from the Board as non-executive director. Kate has a distinguished 20+ year career with Deloitte Touché Tomatsu as an audit partner where she worked with ASX listed and ENVIRONMENTAL REGULATIONS The Company holds no licenses issued by relevant Environmental privately-owned companies. Kate is a non-executive director of Protection Authorities and there have been no known breaches of any Countplus Limited (ASX: CUP) and Elmo Software Limited (ASX: ELO). environmental regulations. Paul McGlone, interim CEO and GM of Fleet division was appointed as CEO and executive director on a permanent basis on 4 July 2019. Paul DIVIDENDS No dividends or distributions have been made to members during the has been GM of Fleet at Seeing Machines since 16 November 2018. year ended 30 June 2019 (2018: nil) and no dividends or distributions Paul has a proven commercial track record and has, in his short time at have been recommended or declared by the Directors in respect of the Seeing Machines, set the Fleet division on the path to strengthen the year ended 30 June 2019 (2018: nil). SHARE OPTIONS (i) Share options granted during or since the end of the year During the year, 19,936,023 (2018: 96,399,341) options were granted by the Company under the performance rights scheme. The terms and conditions of these options are disclosed in note 33 to the financial report. (ii) Shares Issued as a result of the Vesting of Options During the year 28,441,325 (2018: 613,620) options vested and ordinary shares were transferred to the participant from the Group trust (the “Trust”). During the year the Company issued 70,070,209 ordinary shares to the Trust following the vesting of certain performance rights and options. The New Ordinary Shares will be held in the existing trust until such time as the beneficiaries of the award exercise the performance rights and options. On the exercise of such performance rights and / or options, the Trust will transfer the shares to the relevant beneficiary. INDEMNIFICATION OF DIRECTORS AND OFFICERS During the financial year, the Company paid a premium in respect of a contract insuring the Directors of Seeing Machines Limited (and its wholly owned subsidiaries), the Company Secretary, and all executive officers of those companies against a liability incurred as such a Director, secretary, or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. 11 DIRECTORS’ MEETINGS During the 2019 financial year, 5 Board meetings were held (not AUDITOR’S INDEPENDENCE DECLARATION We have obtained an independence declaration from our auditors, counting circular resolutions passed outside regular meetings). The Ernst & Young. The signed declaration is included after this report. following table sets out the number of Board and Committee meetings each Director attended and the number they were eligible to attend. NON-AUDIT SERVICES Ernst & Young rendered taxation services to Seeing Machines Limited Meetings Attended / Meetings Eligible to Attend as disclosed at note 37. Director Board Risk, Audit & Finance Committee People, Culture & Remuneration Committee Jack Boyer Ken Kroeger Luke Oxenham Rudolph Burger Les Carmichael YK Ng Tim Crane Kate Hill James A Walker 5/5 5/5 3/3 5/5 5/5 5/5 1/1 3/3 2/2 * Not a member of the committee * * * 4/4 * 4/4 * 2/2 2/2 The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services did not compromise the external auditor’s independence as the nature of the services provided does not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. Signed at Canberra this 20th day of September 2019 in accordance with a resolution of the Directors made pursuant to section 298(2) of 2/2 * * * 3/4 * * * 3/3 the Corporations Act 2001. INDEMNIFICATION OF AUDITORS To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to Paul McGlone Executive Director indemnify Ernst & Young during or since the financial year. 12 SEEING MACHINES ANNUAL REPORT 2019 AUDITOR’S INDEPENDENCE DECLARATIONS Ernst & Young 121 Marcus Clarke Street Canberra ACT 2600 Australia GPO Box 281 Canberra ACT 2601 Tel: +61 2 6267 3888 Fax: +61 2 6246 1500 ey.com/au A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 13 LETTER TO SHAREHOLDERS Seeing Machines continues to enhance safety across multiple transport sectors. Our strategic direction has been refreshed and is now set to leverage the significant opportunities facing us across Automotive, Fleet, Aviation and Offroad. Returning value to our convenience features, in meeting fatigue and distraction related The Seeing Machines Crew technology that simply cannot be shareholders remains a key focus the growing demands of their driver events. The data collected Training System, now being developed overnight. for the company and our strategic customers. by these vehicles is integral to the deployed into full flight simulators shift reflects this commitment. ongoing validation and for the Royal Australian Air Force With our management team set Road safety continues to dominate the agenda of As technology continues to development of the company’s and a major Australian airline, is and the board of directors evolve across automotive, Seeing technology, studied and analysed, one way of ensuring efficient bolstered with some strong Machines is leading the world in this data is constantly feeding training of pilots for both civil and recent additions, Seeing government and regulatory driver monitoring technology that edge cases into the algorithm military application and there is no Machines is now in a position to bodies globally. With more than understands the state of the that sets our HMI apart in being true competitor in this developing deliver on existing programs but 1.3 million people reported as driver and is able to accurately able to truly detect behaviour that market. dying on roads each year, not to detect when drivers need to be demonstrates fatigue or also leverage its IP in order to enter new markets. This strategic mention accidents that cause re-engaged in the task of driving. distraction. Our relationship with Caterpillar, shift will enable the company to significant trauma, there is no We are now working with six one of the world’s largest and enter into more exclusive question about this being a OEMs, in Europe, North America The pending increase in air travel best-known brands continues to licensing arrangements which will priority. Seeing Machines is and China, on nine awarded and the ensuing shortage of pilots flourish and we have committed expedite mass market working closely with these bodies programs (including those has brought Aviation’s Crew to continue working with them on deployment and diversification to shape the way Driver announced post period) and Training System, using the Seeing an exclusive basis for another five opportunities in strategic markets Monitoring Systems can be these premium brands work Machines eye-tracking years, guaranteeing growth and through industry-leading optimised across all road going directly with Seeing Machines to technology, into the limelight. ongoing annualised revenue in partnerships. transport to assist with this develop their bespoke solutions. the Offroad markets. objective and to ensure that any Having been appointed to The aviation industry, while We are proud of our team, now protocols developed will point to follow-on programs with two of booming, is also facing significant Seeing Machines has been boasting more than 250 true safety outcomes. these prestigious brands is challenges around pilot developing and refining its employees globally. Seeing testament to the quality of our shortages. How will they meet the Intellectual Property for almost Machines has certainly evolved Car manufacturers the world over technology. growing demand for pilots in a twenty years. In that time we over the past 19 years and we are working closely with Seeing world that is increasingly mobile, have created 20 patents and expect that the next few years will Machines and our technology to More than 16,000 commercial and ensure that they are registered over 40 trademarks. be truly exciting, where many understand how they can vehicles are now fitted with adequately trained to maintain the The IP moat developed by our years of hard and often thankless leverage the significant Guardian, the company’s safety standards this industry, team sets us apart from a work, will start to pay off. momentum across their industry to enhance safety and add commercial fleet solution, to protect drivers, in real-time, from and the world, relies on to keep their passengers safe? growing number of competitors, working hard to catch up with 14 Kate Hill Chair Paul McGlone CEO & Executive Director SEEING MACHINES ANNUAL REPORT 2019 RE-THINKING OUR WORKFORCE: AN INNOVATIVE PATHWAY TO DIVERSIFIED WORKFORCE Seeing Machines’ Guardian technology helps to prevent accidents and improve safety through real-time driver monitoring and reporting of high-risk behaviours such as fatigue and distraction. So far, the technology has helped detect over 5 million driver distraction events and, over the past year, intervened in more than 120,000 instances of fatigue. Until recently 24-hour support to global logistical and transport enterprises was handled by our Guardian Centre in Tucson, Arizona in the United States. An operational review to adopt a ‘follow the sun’ approach saw Seeing Machines launch a new monitoring centre in Canberra to share services with Tucson. To facilitate training and employment, Seeing Machines secured Just under a year since concept inception, Project Embrace is already funding support through the ACT Government’s inaugural Future Skills delivering benefits. The initiative has seen Seeing Machines diversify its for Future Job Grants Program. We also tapped into Australian workforce and broaden its talent pool. With a view to encourage disability employment, Seeing Machines Apprenticeships to attract skilled candidates for the role. introduced Project Embrace – an initiative to create targeted So far we have employed 18 apprentices with neuro-diverse conditions opportunities in Canberra for the local community of neuro-diverse The grants co-development approach helped Seeing Machines foster as well as six managers to support the team. Operating out of Tucson candidates, including people on the autism spectrum. partnerships with the Australian Government and other public and and Canberra allows the staff to have reasonable working hours. Also, “ Our goal was to provide people with disability a pathway into meaningful employment and identify skills to fit with the role of an analyst private stakeholders. Skills Canberra connected the company with the our engineering teams are now able to access data directly from JobAccess Employer Engagement team (also known as the National analysts based here. Disability Recruitment Coordinator – NDRC). Given the complexities involved in getting this project up and running, qualifications and they gain nationally-accredited certifications that Skills Canberra helped us establish a collaborative network of specialist organisations. The NDRC became a vital partner in the disability improve their employment prospects. Moreover, they feel valued in being part of a role that helps save people’s lives. For us, as an The overall benefit is to the individual. The experience adds to their Analysts at the monitoring centre undertake repetitive tasks like observing drivers’ facial expressions using videos or images and As part of the process, disability awareness training was provided to classifying their behaviours, such as being distracted or drowsy. more than 50 employees across all departments and management Our team proposed to engage high-functioning neuro-diverse levels in Canberra as well as some of the Tucson based employees. people who are comfortable performing repetitive tasks. This training had a significant impact in the workplace. employment space. employer, it means working with dedicated employees who are committed, go above and beyond, and love doing their job. 15 ADVANCED SAFE TRUCK CONCEPT A federally funded program to better understand the real-world risks faced by trucking operations and their drivers. Road safety and road transport sectors acknowledge the need to address heavy vehicle safety, both in terms of reducing the number of crashes and the flow-on impacts on productivity. Advances in technology now enable transport operators to strengthen their ability to measure and monitor in-cab driver performance in real-time as a way of complementing existing company safety policies and further ensuring they meet OHS requirements. The Advanced Safe Truck Concept project is a Commonwealth-funded program led by Seeing Machines in collaboration with the Monash University Accident Research Centre, Ron Finemore Transport and Volvo Group Australia. Over three years, the program aimed to better understand the real-world risks faced by trucking operations and their drivers, and then through this high quality research to generate new technological solutions. The three-year program utilised new data analysis methods to understand the behavioural risks in ways not previously possible. This was enabled by bringing together ‘big data’ analytics, simulation and computer vision expertise across Seeing Machines and Monash University and the operational and industry expertise of Ron Finemore Transport and Volvo Group Australia. Extensive data were collected using car and truck driving simulators at Monash University. These represent one of the largest and in-depth drowsiness and distraction datasets available. The third phase was launched in April 2018, representing Australia’s first naturalistic truck study, and the first worldwide to our knowledge to use driver monitoring technology. Ten trucks were instrumented with the sensing platform described later for up to six months, generating twelve thousand hours of real-world data that is critical for technology development. 16 The data collection platform included Seeing Machines’ automotive This program represents a whole of industry approach to tackle driver grade Driver Monitoring System, cabin-view webcam, time-of-flight drowsiness and distractions with involvement from a truck camera, thermal imaging, electroencephalography, and pulse oximetry, manufacturer, a truck operator, a driver monitoring technology provider with the addition of ADAS signals generated from Seeing Machines’ and supported by strong university research partners. aftermarket system in the Phase 3 study. The fourth phase involved a mixed-method approach to develop new Human Machine Interface concepts for driver distraction, drowsiness and workload and While the scientific findings provide significant new insights to characterise drowsiness and distraction and links to safety events, the subsequent iterative design and evaluation of these concepts. real value from the program is in how this information is used to generate enhanced algorithms that measure driver drowsiness and The heavy vehicle industry is a core pillar of transportation systems distraction in real-time. The Advanced Safe Truck Concept program worldwide and is critical to local economies. Keeping drivers and other produced algorithmic improvements that are now incorporated into road users safe not only reduces accidents and road trauma but also Seeing Machines product development programs. keeps freight moving. SEEING MACHINES ANNUAL REPORT 2019 SEEING MACHINES REMUNERATION PHILOSOPHY Remuneration for Directors and Senior Executives is based on attracting and retaining people of high quality who will make a significant contribution to the company in the short, medium and long term, and thereby contribute to long term shareholder value. The Board, guided by its People, Culture and Remuneration Committee take a balanced position between the need to pay market rates to attract talent, and the financial resources of the company, in determining remuneration. NON-EXECUTIVE DIRECTORS REMUNERATION The fixed remuneration amounts awarded under the remuneration The Constitution of Seeing Machines specifies that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by General Meeting. The last determination for the consolidated entity was at the Annual General Meeting held on 4 November 2018 when the shareholders approved an aggregate remuneration of A$700,000. Non-Executive Directors’ fees are reviewed periodically by the Board and are regularly compared with those of companies of comparable market capitalisation and stage of development. The Chairman’s fees are determined independently to the fees of other non-executive Directors based on comparative roles in the external market. The Non-Executive Directors fee structure is based on a cash component, which includes superannuation, and a share component, where there is an option to take between A$15,000 and A$30,000 in shares. framework are set annually by the People, Culture and Remuneration Committee based on individual performance, the overall performance of the consolidated company and comparable market remuneration. The short-term incentives program is designed to align the targets of the consolidated entity with the performance hurdles of executives and key personnel. Short-term incentive payments are granted to executives and key personnel based on specific annual performance objectives, metrics and performance appraisals. Annual performance reviews are conducted at the end of each fiscal year and bonuses are paid shortly after the performance reviews are completed. The People, Culture and Remuneration Committee approved the payment of cash and share based bonuses to the CEO and employees in respect of the financial year ended 30 June 2019. EXECUTIVE DIRECTORS AND OTHER KEY PERSONNEL The People, Culture and Remuneration Committee, in consultation with the CEO, have put in place a remuneration structure which provides incentive for employees to drive the activities of the company forward. Seeing Machines aims to attract and retain high calibre executives and key personnel, and align their interests with those of the shareholders, by granting equity-based payments. The long-term incentive comprises grants of equity which vest equally over the subsequent three years. The Board determines an appropriate level of fixed remuneration for the CEO and Group Executives, as well as the proportion of performance- based remuneration. The executive remuneration and reward framework comprises three components: • fixed remuneration • short-term incentive award - cash or share based bonus • long-term incentive award – equity based payment scheme SHARE IN SEEING MACHINES’ SUCCESS INCENTIVE – OTHER EMPLOYEES Employees who are not part of the executive or key personnel incentive scheme are eligible to participate in an annual variable scheme that hinges on the achievement of individual and company objectives. This award is paid in cash or equity and the amount is determined at the end of the fiscal year once results have been audited. 17 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2019 ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Current financial assets Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Provisions Contract liabilities Current financial liabilities Other liabilities TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Provisions Non-current financial liabilities Other liabilities TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Treasury shares Accumulated losses Other reserves Equity attributable to the owners of the parent TOTAL EQUITY Note Consolidated 2019 A$ 2018 A$ 14 15 16 20 17 18 19 21 22 24 25 26 22 25 26 27 27 54,808,736 15,670,344 8,212,229 9,560,716 4,759,997 93,012,022 3,176,348 2,539,357 5,715,705 98,727,727 3,620,382 2,832,018 672,590 1,427,335 289,361 8,841,686 153,028 609,039 1,044,340 1,806,407 10,648,093 88,079,634 217,203,578 (1,108,511) (137,327,728) 9,312,295 88,079,634 88,079,634 42,786,447 19,757,648 4,300,895 578,575 876,131 68,299,696 3,659,310 3,529,297 7,188,607 75,488,303 6,300,402 2,644,173 873,735 387,590 152,830 10,358,730 29,864 575,964 1,197,170 1,802,998 12,161,728 63,326,575 158,031,370 (1,108,511) (95,439,981) 1,843,697 63,326,575 63,326,575 18 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. SEEING MACHINES ANNUAL REPORT 2019 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2019 Sale of goods and licence fees Rendering of services Research revenue Revenue Cost of sales Gross profit Net gain/(loss) in foreign exchange Net gain/(loss) on disposal of investment Other income Finance income Expenses Research and development expenses Customer support and marketing expenses Occupancy and facilities expenses Corporate services expenses Finance costs Other expenses Loss before income tax Income tax expense Loss after income tax Loss for the period attributable to: Equity holders of parent Other comprehensive loss – to be reclassified subsequently to profit and loss Exchange differences on translation of foreign operations Other comprehensive loss net of tax Total comprehensive loss Total comprehensive loss attributable to: Equity holders of parent Total comprehensive loss for the year Earnings per share for loss attributable to the ordinary equity holders of the parent: · Basic earnings per share · Diluted earnings per share Note 7 8 8 8 9 10 12 12 Consolidated 2019 A$ 15,840,057 14,440,872 1,607,417 31,888,346 (13,155,301) 18,733,045 178,040 39,487 262,793 777,622 (35,894,954) (9,007,213) (2,964,594) (13,604,633) (264,861) (3,712) (41,748,980) (45,960) (41,794,940) (41,794,940) (41,794,940) (592,015) (592,015) (42,386,955) (42,386,955) (42,386,955) (0.0169) (0.0169) 2018 A$ 19,428,991 9,787,378 1,500,000 30,716,369 (23,089,204) 7,627,165 2,477,518 (140,191) 242,986 456,051 (20,220,605) (9,851,247) (6,438,393) (10,024,977) (109,339) (4,425) (35,985,457) (28,404) (36,013,861) (36,013,861) (36,013,861) (381,147) (381,147) (36,395,008) (36,395,008) (36,395,008) (0.0221) (0.0221) The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 19 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2019 Contributed Equity A$ Treasury Shares A$ Accumulated Losses A$ Foreign Currency Translation Reserve A$ Employee Equity Benefits Reserve A$ Total Equity A$ AT 1 JULY 2017 (Loss) for the half year Other comprehensive income Total comprehensive income Transactions with owners in their capacity as owners: Shares issued Capital raising costs Treasury shares Share based payments At 30 June 18 At 1 July 18 Effect of adoption of new accounting standard (AASB 9) At 1 July 2018 (restated) (Loss) for the year Other comprehensive income Total comprehensive income Transactions with owners in their capacity as owners: Shares issued Capital raising costs Treasury shares Share based payments At 30 June 19 (765,054) 2,472,471 96,482,665 (1,191,078) - - - 64,627,100 (3,078,395) - - - - - - - 82,567 - (59,426,120) (36,013,861) - (36,013,861) - - - - - (381,147) (381,147) - - - - 158,031,370 (1,108,511) (95,439,981) (1,146,201) - - - - - - 517,427 2,989,898 37,572,884 (36,013,861) (381,147) (36,395,008) 64,627,100 (3,078,395) 82,567 517,427 63,326,575 158,031,370 (1,108,511) (95,439,981) (1,146,201) 2,989,898 63,326,575 - - (92,807) - - (92,807) 158,031,370 (1,108,511) - - - 61,737,060 (2,564,852) - - - - - - - - - (95,532,788) (41,794,940) - (41,794,940) (1,146,201) - (592,015) (592,015) - - - - - - - - 217,203,578 (1,108,511) (137,327,728) (1,738,216) 2,989,898 - - - - - - 8,060,613 11,050,511 63,233,768 (41,794,940) (592,015) (42,386,955) 61,737,060 (2,564,852) - 8,060,613 88,079,634 20 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes SEEING MACHINES ANNUAL REPORT 2019 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2019 Operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Interest paid Income tax paid Payments received for research and development tax incentive Net cash flows used in operating activities Investing activities Purchase of plant and equipment Payments for intangible assets Purchase of term deposits Proceeds on sale of investments Net cash flows used in investing activities Financing activities Proceeds from issue of new shares Cost of capital raising Proceeds from borrowings Repayment of borrowings Net cash flows from financing activities Net decrease in cash and cash equivalents Net foreign exchange differences Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Note Consolidated 2019 A$ 2018 A$ 33,090,862 (67,068,843) 230,559 (264,861) (45,960) - 24,388,913 (66,733,811) 148,597 (109,339) (28,404) 4,700,825 (34,058,243) (37,633,219) (389,742) (454,506) (8,982,141) 39,487 (9,786,902) 58,780,558 (2,564,852) 3,333,194 (3,015,125) 56,533,775 12,688,630 (666,341) 42,786,447 54,808,736 (3,864,280) (299,253) (3,782) - (4,167,315) 64,627,100 (3,078,395) 3,208,348 (2,272,561) 62,484,492 20,683,958 664,464 21,438,025 42,786,447 14 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 21 NOTES TO THE FINANCIAL STATEMENTS 1. Corporate Information The consolidated financial report of Seeing Machines Limited and its subsidiaries (collectively, the Group) for the year ended 30 June 2019 was authorised for issue in accordance with a resolution of the Directors on 20 September 2019. Seeing Machines Limited (the parent) is a for-profit company limited by shares incorporated in Australia whose shares are publicly traded on the AIM of the London Stock Exchange. The Group provides operator monitoring and intervention sensing technologies and services for the automotive, mining, transport and aviation industries. 2. Going Concern Basis of Accounting The financial report has been prepared on the going concern basis. The Group has made a loss for the year of A$41,794,940 (2018: Loss of A$36,013,861). The Group has Accumulated Losses of A$137,327,728 (2018: Accumulated Losses of A$95,439,981). The balance of cash and cash equivalents at 30 June 2019 is A$54,808,736 (2018: A$42,786,447). The Group has prepared cash flow forecasts for the next twelve months that show that the Group will be able to meet its debts as and when they fall due. The directors are of the opinion that with the significant cash holdings the going concern basis of accounting is justified. 3. Summary of Significant Accounting Policies a. Basis of preparation The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards as issued by the Australian Accounting Standards Board and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis. The financial report is presented in Australian dollars and all values are rounded to the nearest dollar. b. Compliance with IFRS The financial report complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. During the current period, the Group initially applied AASB 9 Financial Instruments and AASB 15 Revenue from Contracts with Customers. The nature and effect of the changes as a result of adoption of these new accounting standards are described below. Several other amendments and interpretations apply for the first time in 2019, but do not have an impact on the consolidated financial statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective. (i) AASB 9 Financial instruments In the current half year, the Group has applied AASB 9: Financial Instruments and the related consequential amendments to other AASBs. AASB 9 replaces the provisions of AASB 139 in relation to financial instruments and hedge accounting. AASB 9 introduces new requirements for the classification and measurement of financial assets and financial liabilities and impairment for financial assets. The key change to the Group’s accounting policies arising from this standard is in relation to the impairment of financial assets (mainly receivables). AASB 9 effectively moves from an ‘incurred losses’ model to an ‘expected losses’ model, which requires a forward-looking assessment of potential default events and losses over the life of these assets. Details of these new requirements as well as their impact on the Group’s financial statements are described below. Classification and measurement of financial assets The date of initial application is 1 July 2018. The adoption of AASB 9 has resulted in an increase of A$92,807 in the impairment allowance against the Group’s trade receivables. The increase in the allowance was debited to closing retained earnings at 30 June 2018. The comparative figures have not been restated. The Group currently does not have any hedge contracts and does not have any financial assets carried at fair value through profit or loss. All recognised financial assets that are within the scope of AASB 9 are required to be subsequently measured at amortised cost or fair value on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. Refer to the accounting policies in note 3 (p) Financial instruments – initial recognition and subsequent measurement. The following are the changes in the classification of the Group’s financial assets as at 1 July 2018 as a result of the adoption of AASB 9: c. New accounting standards and interpretations There were a number of amendments to existing accounting standards that were applicable to the Group for the first time this year. 22 • Trade and other receivables were previously classified as loans and receivables. These are now classified as debt instruments at amortised cost. • Term deposits with original maturity greater than three months, were previously classified as held to maturity investments. These are now classified as debt instruments at amortised cost. On adoption of AASB 9, the Group had the following required or elected reclassifications: As at 30 June 2019 AASB 9 measurement category Debt instruments at amortised cost A$ AASB 139 measurement category Trade receivables Term Deposits 15,670,344 9,560,716 25,231,060 As at 1 July 2018 AASB 9 measurement category Debt instruments at amortised cost A$ AASB 139 measurement category Trade receivables Term Deposits 19,757,648 578,575 20,336,223 Classification and measurement of financial liabilities The application of AASB 9 has had no impact on the classification and measurement of the Group’s financial liabilities. (ii) AASB 15 Revenue from Contracts with Customers AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and several revenue-related Interpretations. The new Standard has been applied as at 1 July 2018 using the modified retrospective approach. Under this method, any cumulative effect of initial application is recognised as an adjustment to the opening balance of retained earnings at 1 July 2018 and comparatives are not restated. AASB 15 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. AASB 15 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs SEEING MACHINES ANNUAL REPORT 2019 directly related to fulfilling a contract. In addition, the standard requires extensive disclosures. Impact of Adoption of AASB15 In accordance with the transition guidance, AASB 15 has only been applied to contracts that are incomplete as at 1 July 2018. The adoption of AASB 15 has not had a material impact on the Group’s financial position or performance and there has been no adjustment to the opening balance of retained earnings at 1 July 2018 as a consequence of the adoption of this standard. In accordance with AASB 15 the Group has provided disaggregated revenue information in addition to segment information at Note 7 to better enable users of the financial statements to understand how revenue is generated. Lessor accounting under AASB 16 is substantially unchanged from today’s accounting under AASB 117. Lessors will continue to classify all leases using the same classification principle as in AASB 117 and distinguish between two types of leases: operating and finance leases. AASB 16, which is effective for annual periods beginning on or after 1 January 2019, requires lessees and lessors to make more extensive disclosures than under AASB 117. Transition to AASB 16 The Group plans to adopt AASB 16 retrospectively to each prior reporting period presented. The Group will elect to apply the standard to contracts that were previously identified as leases applying AASB 117 and AASB Interpretation 4. The Group will therefore not apply the standard to contracts that were not previously identified as containing a lease applying AASB 117 and AASB Interpretation 4. d. Standards issued but not yet effective Australian Accounting Standards and Interpretations that have been issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ended 30 June 2019. The Standards and Interpretations that might be relevant to the Group are outlined below: The Group will elect to use the exemptions proposed by the standard on lease contracts for which the lease terms ends within 12 months as of the date of initial application, and lease contracts for which the underlying asset is of low value. The Group has leases of certain office equipment (i.e., personal computers, printing and photocopying machines) that are considered of low value. The Group has undertaken a preliminary impact assessment of AASB 16. It is expected that the only material implications will be the recognition of a right-of-use asset and a lease liability. Lease expense will reduce, and depreciation and finance costs will increase by an amount that approximates the previous lease expense. (ii) AASB Interpretation 23 Uncertainty over Income Tax Treatment The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of AASB 112 and does not apply to taxes or levies outside the scope of AASB 112, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following: (i) AASB 16 Leases AASB 16 was issued in January 2016 and it replaces AASB 117 Leases, AASB Interpretation 4 Determining whether an Arrangement contains a Lease, AASB Interpretation-115 Operating Leases-Incentives and AASB Interpretation 127 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. AASB 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under AASB 117. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. Lessees will be also required to re-measure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. (iii) AASB 2018-1 Amendments to Australian Accounting Standards – Annual Improvements 2015–2017 Cycle The amendments clarify certain requirements in: • AASB 3 Business Combinations and AASB 11 Joint Arrangements – previously held interest in a joint operation • AASB 112 Income Taxes - income tax consequences of payments on financial instruments classified as equity • AASB 123 Borrowing Costs – borrowing costs eligible for capitalisation. Based on an initial assessment, the application of these amendments is not expected to have a material impact on the Group’s financial position and performance. (iv) AASB 2018-6 Amendments to Australian Accounting Standards – Definition of a Business The Standard amends AASB 3 to clarify the definition of a business, assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendments: a) clarify that to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs; b) add guidance to help entities assess whether a substantive process has been acquired; c) narrow the definitions of a business and of outputs by focusing on goods and services provided to customers and by removing the reference to an ability to reduce costs; and d) add an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business. (v) AASB 2018-7 Amendments to Australian Accounting Standards • Whether an entity considers uncertain tax treatments separately – Definition of Material • The assumptions an entity makes about the examination of tax treatments by taxation authorities • How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates • How an entity considers changes in facts and circumstances Based on an initial assessment, the application of these amendments is not expected to have a material impact on the Group’s financial position and performance. The amendments refine the definition of material in AASB 101. The amendments clarify the definition of material and includes guidance relating to obscuring information that could be reasonably expected to influence decisions of the primary users of the financial information. The amendments include additional guidance to the definition of material, gives it more prominence, and clarifies the explanation accompanying the definition of material. 23 (vi) AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework This Standard sets out amendments to Australian Accounting Standards, Interpretations and other pronouncements to reflect the issuance of the Conceptual Framework for Financial Reporting (Conceptual Framework) by the AASB. The amendments to the Conceptual Framework apply to for-profit private sector entities that have public accountability and are required by legislation to comply with Australian Accounting Standards; and other for-profit entities that voluntarily elect to apply the Conceptual Framework, which would permit compliance with Australian Accounting Standards (Tier 1) and International Financial Reporting Standards (IFRS Standards). e. Basis of consolidation The consolidated financial statements comprise the financial statements of Seeing Machines Limited and its subsidiaries (as outlined in note 30) as at 30 June each year (the Group). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: • Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee) • Exposure, or rights, to variable returns from its involvement with the investee, and • The ability to use its power over the investee to affect its returns When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee including: • The contractual arrangement with the other vote holders of the investee • Rights arising from other contractual arrangements • The Group’s voting rights and potential voting rights The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Statement of Comprehensive Income from the date the Group gains control until the date the Group ceases to control the subsidiary. 24 Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. f. Business combinations and goodwill Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of AASB 9 Financial Instruments, is measured at fair value with the changes in fair value recognised in the Statement of Comprehensive Income in accordance with AASB 9. Other contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each reporting date with changes in fair value recognised in profit or loss. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non- controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained. g. Current versus non-current classification The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is: • Expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle • Held primarily for the purpose of trading • Expected to be realised within twelve months after the reporting period Or • Cash or a cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period The Group classifies all other assets as non-current. A liability is current when: It is expected to be settled in the Group’s normal operating cycle It is held primarily for the purpose of trading It is due to be settled within twelve months after the reporting period • • • Or • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The Group classifies all other liabilities as non-current. h. Segment Information – refer note 7 An operating segment is a component of the entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance and for which SEEING MACHINES ANNUAL REPORT 2019 discrete financial information is available. Management will also consider other factors in determining operating segments such as the level of segment information presented to the board of directors. Operating segments that meet the qualitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the qualitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. A geographical segment is a distinguishable component of the entity that is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different than those of segments operating in other economic environments. i. Foreign currency translation (vii) Functional and presentation currency The Group’s consolidated financial statements are presented in Australian dollars, which is also the Parent’s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method. (viii) Transactions and balances Transactions in foreign currencies are initially recorded by the Group entities in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss. These are recognised in other comprehensive income until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. (ix) Group Companies On consolidation, the assets and liabilities of foreign operations are translated into Australian dollars at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the component of the other comprehensive income relating to that particular foreign operation is recognised in the profit and loss. • Developed software and equipment - 33.3% The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. j. Cash and cash equivalents – refer note 14 Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand and short-term deposits with an original maturity 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 purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Inventories – refer note 16 k. Inventories including raw materials, work in progress and finished goods are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows: Raw materials, work in progress and finished goods – purchase cost on a first-in, first-out basis. The cost of purchase comprises the purchase price, import duties and other taxes (other than those subsequently recoverable by the entity from the taxing authorities), transport, handling and other costs directly attributable to the acquisition of raw materials. Volume discounts and rebates are included in determining the cost of purchase. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. l. Property, plant and equipment – refer note 18 Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised in profit or loss as incurred. Depending upon the sub-classification of the asset, the depreciation is calculated on the diminishing value or straight line basis using the following depreciation rates of the specific asset as follows: • Office furniture, fittings and equipment - 11.25% to 66.67% Derecognition An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. m. Leases The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. (x) Group as a lessee Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as an expense in profit or loss. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Operating lease payments are recognised as an expense in the Statement of Comprehensive Income on a straight-line basis over the lease term. Operating lease incentives are recognised as a liability when received and subsequently reduced by allocating lease payments between rental expense and reduction of the liability. Impairment of non-financial assets n. The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered 25 impaired and is written down to its recoverable amount. In assessing value in use, the Group conducts an annual internal review of asset values, which is used as a source of information to assess for any indicators of impairment. External factors, such as changes in expected future processes, technology and economic conditions, are also monitored to assess for indicators of impairment. If any indication of impairment exists, an estimate of the asset’s recoverable amount is calculated. Impairment losses of continuing operations, including write-down of inventories to net realisable value, are recognised in the statement of profit or loss in expense categories consistent with the functions of the impaired asset. For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Statement of Comprehensive Income. Intangibles – refer note 19 o. Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated Intellectual Property, excluding capitalised development costs, is not capitalised and expenditure is recognised in profit or loss in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for prospectively by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset. Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash-generating unit level. Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash generating units), to which the intangible relates. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed at each reporting period to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for as a change in an accounting estimate and is thus accounted for on a prospective basis. Patents, Trademarks and Licenses The Group made upfront payments to purchase patents and licences. The patents have been granted for a period of 15-20 years, depending on the patent, by the relevant government agency with the option of renewal at the end of this period. Licences for the use of intellectual property are granted for periods ranging between 3 and 20 years depending on the specific licences. Research and development costs Research costs are expensed as incurred. An intangible asset arising from development expenditure on an internal project is recognised only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Any expenditure so capitalised is amortised over the period of expected benefit from the related project. The carrying value of an intangible asset arising from development expenditure is tested for impairment annually when the asset is not yet available for use, or more frequently when an indication of impairment arises during the reporting period. A summary of the policies applied to the Group’s intangible assets is as follows: Patents and Trademarks Licences Development Costs of assets in use Useful lives Finite Finite Finite Amortisation method used 15-20 years – Straight line 3–20 years – Straight line 3-5 years – Straight line Internally generated/ acquired Acquired Acquired Impairment test / Recoverable amount testing When an indicator of impairment exists When an indicator of impairment exists Internally generated Amortisation method reviewed at each financial year-end; Reviewed annually for indicators of impairment Gains or losses arising from derecognition of intangible assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Comprehensive Income when the asset is derecognised. p. Financial instruments – initial recognition and subsequent measurement A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. (xi) Financial assets Initial recognition and measurement Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under AASB 15. 26 SEEING MACHINES ANNUAL REPORT 2019 In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: • Financial assets at amortised cost (debt instruments) • Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments) • Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments) • Financial assets at fair value through profit or loss Financial assets at amortised cost (debt instruments) This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following conditions are met: • The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group’s financial assets at amortised cost includes cash and cash equivalents, trade receivables, receivables subject to financial guarantee and term deposits. Financial assets at fair value through OCI (debt instruments) The Group measures debt instruments at fair value through OCI if both of the following conditions are met: • The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling; and • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the Statement of Comprehensive Income and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon derecognition, the cumulative fair value change recognised in OCI is recycled to profit or loss. The Group holds no debt instruments at fair value through OCI at 30 June 2019 (30 June 2018: none). Financial assets designated at fair value through OCI (equity instruments) Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under AASB 132 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the Statement of Comprehensive Income when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment. The Group holds no equity investments under this category at 30 June 2019 (30 June 2018: none). Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the Statement of Comprehensive Income. The Group holds no financial assets at fair value through profit or loss at 30 June 2019 (30 June 2018: none). Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated Statement of Financial Position) when: • The rights to receive cash flows from the asset have expired; or • The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Impairment of financial assets The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. 27 ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The Group considers a financial asset in default when contractual payments are 90 days past due unless the Group has entered into discussion with the customer to agree varied payment terms. In certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. (xii) Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, financial guarantee contracts, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables and borrowings. Subsequent measurement The measurement of financial liabilities depends on their classification, as described below: Loans and borrowings This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate (“EIR”) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. 28 Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Comprehensive Income. Financial Guarantee contracts After initial recognition, financial guarantee contracts are subsequently measured at the higher of: • • the amount of loss allowance determined in accordance with AASB 9.5.5; and the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with AASB 15. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Comprehensive Income. (xiii) Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the Statement of Financial Position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. risk-free government bond rate relative to the expected life of the provision is used as a discount rate. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs. (xiv) Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be wholly settled within 12 months of the reporting date are recognised in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Expenses for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable. (xv) 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 as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. 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 currencies that match, as closely as possible, the estimated future cash outflows. Long service leave is recognised in non-current liabilities, provided there is an unconditional right to defer settlement of the liability. Annual leave is recognised in current liabilities. (xvi) Warranty Provision q. Provisions – refer notes 22 and 23 Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. A provision is recognised for expected warranty claims on products sold during the last 12 months, based on past experience of the level of repairs and returns. It is expected that most of these costs will be incurred in the next financial year. Assumptions used to calculate the provision for warranties was based on the current information available about returns based on the one-year warranty period for all products sold. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Statement of Comprehensive Income net of any reimbursement. r. Share-based payment transactions – refer note 33 The Group provides benefits to employees, including KMP and directors, in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity- settled transactions’). Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date using a discounted cash flow methodology. The risks specific to the provision are factored into the cash flows and as such a The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. In valuing equity-settled transactions, no account is taken of any vesting SEEING MACHINES ANNUAL REPORT 2019 conditions, other than conditions linked to the price of the shares of Seeing Machines Limited (market conditions).The cost of equity–settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions and/or service conditions are fulfilled (the vesting period) ending on the date on which the relevant employees become fully-entitled to the award (the vesting date). At each subsequent reporting date until vesting, the charge to the Statement of Comprehensive Income is the product of: a) The grant date fair value of the award. b) The current best estimate of the number of awards that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met. c) The expired portion of the vesting period. The charge to the Statement of Comprehensive Income for the period is the cumulative amount as calculated above less the amounts already charged in previous periods. There is a corresponding entry to equity. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or if otherwise beneficial to the employee, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. s. Contributed equity – refer note 27 Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. t. Treasury Shares Own instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in the Statement of Comprehensive Income on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Voting rights related to treasury shares are nullified for the Group and no dividends are allocated to them. u. Revenue recognition Revenue of the Group arises mainly from the sale and licencing of Driver (or Operator) Monitoring System (“DMS”) hardware and software, after-sales monitoring and consulting services. Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The disclosure of significant accounting judgements, estimates and assumptions relating to revenue from contracts with customers are provided in note 5. The following specific recognition criteria must also be met before revenue is recognised: contract and billing to the customer. Stage of completion is measured by reference to labour hours incurred to date as a percentage of total estimated labour hours for each contract which is determined by a set quotation with the customer. When the contract outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable. These contracts are typically customer-specific, and revenue recognition is therefore dependent on the facts and circumstances of each arrangement. For each contract of this type, Seeing Machines will determine whether the performance obligation is satisfied at a point in time or over time. For performance obligations satisfied over time, Seeing Machines will use the method to measure progress that best depicts transfer of control to the customer, which could be an output or an input method. (xvii) Sale of goods Revenue from the sale of goods is recognised when control of the goods is transferred to the customer, usually at the time of delivery of the goods to customer, even if the terms include a right of return or other price protection features. (xviii) Licence fees Licences granted to customers are perpetual licences for use of intellectual property (“IP”) (usually in the form of software). Where the software is provided on a hardware kit this is treated as one deliverable of a license due to the fact that the hardware provided is of no value to the customer without the inclusion of the software and that the software cannot be delivered through any other acceptable mechanism to the customer. Recognition of revenue from licence fees is dependent on the nature of the license and whether it is a right to access or a right to use license. Licenses that provide a right to use IP are performance obligations satisfied at a point in time, generally recognised upon provision of access to the software. Licenses that provide a right to access Seeing Machines IP are performance obligations satisfied over time because the customer simultaneously receives and consumes the benefits provided by the Group. The Group uses time elapsed to measure progress toward complete satisfaction of the service and recognises revenue on that basis. (xix) Rendering of services Revenue from support and consultancy, including monitoring services, is recognised by reference to the stage of completion of a contract or contracts in progress at reporting date or at the time of completion of the (xx) Interest revenue 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. (xxi) Agreements with multiple deliverables Where the Group enters into agreements for the provision of both goods and services as part of a single arrangement, each deliverable that is considered to have a value to the customer on a standalone basis is accounted for separately. The consideration from the arrangement is allocated to each deliverable based on the relative stand-alone selling prices of those deliverables. In the absence of a stand-alone selling price, the deliverable is measured based on the best estimate of the stand-alone selling price. The price of each component is set in order to achieve a margin on that component of the sale consistent with that which would be achieved if the Company sold each item separately. (xxii) Paid Research The Company receives funding for research activities. These are typically multi-year agreements where the Company is paid after the achievement of certain milestones. Revenue is recognised once the milestone has been achieved. (xxiii) Timing of Revenue Recognition Revenue is recognised either at a point in time or over time, when (or as) the Company satisfies performance obligations by transferring the promised goods or services to its customers. 29 If the Company satisfies a performance obligation before it receives the consideration, the Group recognises either a contract asset or a receivable in its Statement of Financial Position, depending on whether something other than the passage of time is required before the consideration is due. Contract balances Contract assets A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. Trade receivables A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Contract liabilities A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract. Income taxes and other taxes – refer note 10 v. Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the group operates and generates the taxable income. Current income tax relating to the items recognised directly in equity is recognised in equity and not in the Statement of Comprehensive Income. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: • when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects 30 neither the accounting profit nor taxable profit or loss; or • when the taxable temporary difference is associated with investments in subsidiaries, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except: • when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. • when the deductible temporary difference is associated with approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, Seeing Machines Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Details of the tax funding agreement are disclosed in note 10. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities. Goods and service tax Revenues, expenses and assets are recognised net of the amount of GST except: investments in subsidiaries, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. • when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Tax consolidation legislation Seeing Machines Limited and its wholly-owned Australian controlled entities implemented the tax consolidation legislation as of 1 July 2015. The head entity, Seeing Machines Limited and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Group has applied the Group allocation • receivables and payables, which are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. w. Government grants Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset. x. Earnings per share – refer note 12 Basic earnings per share is calculated as net profit attributable to SEEING MACHINES ANNUAL REPORT 2019 members of the parent, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: • Costs of servicing equity (other than dividends); • The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and • Other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. y. Fair value measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • • In the principal market for the asset or liability, or In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities • Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable • Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. z. Comparatives Where necessary, comparatives have been reclassified to ensure consistency with current year disclosures. 4. Financial Risk Management Objectives and Policies The Group’s principal financial instruments comprise cash, trade receivables, term deposits and trade payables. The Group has various other financial assets and liabilities such as sundry receivables and borrowings. The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with the Group’s financial risk management policy. The objective of this policy is to support the delivery of the Group’s financial targets whilst protecting future financial security. Primary responsibility for identification and control of risk rests with the Board. The Board reviews and agrees policies for managing each of its risks identified below, including, credit allowances and future cash flow forecast projections. Risk Exposures and Responses Interest rate risk The Group’s exposure to market interest rates relates to the Group’s short-term cash holdings. The Group did not enter into any forward contracts during the 30 June 2019 financial year. The Group’s exposure to interest rate risk is minimal. At reporting date, the Group had the following mix of financial assets exposed to variable interest rates at the designated variable interest rate: FOR THE YEAR ENDED 30 June 2019 Consolidated 2019 A$ 2018 A$ Financial Assets Cash and cash equivalents: Exposed to Australian variable interest rate risk Exposed to United States of America variable interest rate risk Exposed to United Kingdom variable interest rate risk Exposed to Japanese variable interest rate risk 48,747,042 39,844,608 3,866,886 1,957,641 2,177,040 984,198 17,768 - Total cash and cash equivalents 54,808,736 42,786,447 In addition to the above, the group had term deposits classified as financial assets at amortised cost totalling A$9,560,716 (2017: A$578,575) that were subject to short term fixed interest rates. Interest rate risk sensitivity The Group’s policy is to not hedge against interest rate movements as funds held are in cash and short-term deposits. At 30 June 2019, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-tax profit would have been affected as follows: Consolidated + 1% (100 basis points) - .5% (50 basis points) Post Tax Profit Higher / (Lower) 2019 A$ 2018 A$ 548,087 (274,044) 427,864 (213,932) The movement in profit is due to interest rate changes on cash balances. Interest rates on the lease and financing arrangements outstanding at year end are fixed and range from 8.05% to 12.29%. The interest rate on the unused revolving loan facility which expires 31 October 2019 is variable and based on BBSY plus a margin of 6.5%. 31 Foreign currency risk As a result of significant sales in North America, New Zealand and Europe (denominated in those currencies), staffing costs and significant purchases of inventory denominated in United States dollars, the Group’s Statement of Financial Position can be affected by movement in exchange rates generally and the US$/A$ exchange rate in particular. The Group seeks to mitigate the effect of its foreign currency exposure by operating US Dollar bank accounts. Approximately 70% of the Group’s sales are denominated in currencies other than the functional currency of the operating entity making the sale, whilst approximately 47% of costs are denominated in the functional currency. The following sensitivity is based on the foreign currency risk exposures in existence at the reporting date: Had the Australian dollar moved against major trading currencies, as illustrated in the table below, with all other variables held constant, post-tax profit and equity would have been affected as follows: FOR THE YEAR ENDED 30 June 2019 Post Tax Profit Higher / (Lower) Equity Higher / (Lower) 2019 A$ 2018 A$ 2019 A$ 2018 A$ The Group requires that on specific contracts with a value greater than A$200,000, the contract may be hedged to any level within the amount of the contract. Group policy is that forward exchange contracts are limited to a total of A$2,000,000. Consolidated Change in USD rate It is the Group’s policy not to enter into forward contracts until a firm commitment is in place and to negotiate the terms of the hedge derivative to exactly match the terms of the hedged item to maximize hedge effectiveness. The Group did not enter into any forward contracts during the 30 June 2019 financial year. Further, for the purpose of settlement of accounts that will likely occur within three months, funds received may be held in a currency other than the functional currency to settle such amounts. At 30 June 2019 the Group had the following exposure to foreign currency: Financial Assets Cash and cash equivalents (US$) Cash and cash equivalents (GB£) Cash and cash equivalents (JP¥) Term deposits (GB£) Trade and other receivables (US$) Trade and other receivables (GB£) Trade and other receivables (NZD) Trade and other receivables (ZAR) Total Financial Liabilities Trade and other payables (US$) Trade and other payables (GBP) Trade and other payables (EUR) Trade and other payables (JP¥) Trade and other payables (ZAR) Total Net exposure 32 Consolidated 2019 A$ 2018 A$ 3,866,886 2,177,040 17,768 9,049,100 6,984,776 1,138,481 1,270,679 3,217 1,957,641 984,198 - - 12,400,185 323,662 370,140 82,113 24,507,947 16,117,939 (470,819) (162,784) - (21,992) (7,362) (794,513) (431,488) (31,030) - - (662,957) (1,257,031) 23,844,990 14,860,908 AUD / foreign currency +10% (943,713) (1,233,028) (943,713) (1,233,028) AUD / foreign currency -5% 546,360 713,859 546,360 713,859 Change in GBP rate AUD / foreign currency +10% AUD / foreign currency -5% Change in EUR rate AUD / foreign currency +10% AUD / foreign currency -5% Change in NZD rate AUD / foreign currency +10% AUD / foreign currency -5% Change in ZAR rate AUD / foreign currency +10% AUD / foreign currency -5% Change in JPY rate AUD / foreign currency +10% AUD / foreign currency -5% (286,612) 165,934 (79,670) 46,125 (286,612) 165,934 (79,670) 46,125 – – 2,821 (1,633) – – 2,821 (1,633) (115,516) 66,878 (33,649) 19,481 (115,516) 66,878 (33,649) 19,481 377 (218) 384 (222) (7,465) 4,322 – – 377 (218) 384 (222) (7,465) 4,322 – – Management believes the reporting date risk exposures are representative of the risk exposure inherent in financial instruments. SEEING MACHINES ANNUAL REPORT 2019 Credit risk Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, trade and other receivables and other financial assets. The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Exposure at reporting date is addressed in each particular note. The Group accounts for expected credit losses in accordance with its policy on impairment of financial assets detailed in note 3.p (i). The Group does not hold any credit derivatives to offset its credit exposure. Trade receivables It is the Group’s policy that all customers who wish to trade are subject to credit verification procedures. In addition, receivables balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. Collateral is not requested nor is it the Group’s policy to securitise its trade and other receivables. Customer credit risk is managed in line with the Group’s established policy, procedures and control relating to customer credit risk management. The assessment of each customer is done on the payment history and the reputation and size of the customer. Outstanding customer receivables are regularly monitored and followed up. Capital management and liquidity risk The Group’s objective is to raise finance as and when needed by share placement or through debt funding where necessary. Since the significant capital raise in April 2019, the group has significant cashflow to manage the risks associated with liquidity and the directors continue to monitor the cashflow forecasts for liquidity. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may undertake future capital raising by way of issue of new shares. No changes were made in the objectives, policies or process for managing capital during the years ended 30 June 2019 and 2018. The following table reflects all contractually fixed pay-offs and receivables for settlement, repayments and interest resulting from recognized financial assets and liabilities as of 30 June 2019. Cash flows for financial assets and liabilities without fixed amount or timing are based on the conditions existing at 30 June 2019. Maturity analysis of liabilities based on management’s expectation. The risk implied from the table below reflects a balanced view of cash inflows and outflows. Trade payables and other financial liabilities mainly originate from the financing of assets used in our ongoing operations such as plant, equipment and investments in working capital (e.g. inventories and trade receivables). To monitor existing financial liabilities as well as to enable an effective controlling of future risks, Seeing Machines Limited has established risk reporting systems that reflects expectations of management of expected settlement of financial liabilities. The table below summarises the maturity profile of the Group’s liabilities based on contractual undiscounted payments: FOR THE YEAR ENDED 30 June 2019 Consolidated Trade and other payables Borrowings Financial guarantee FOR THE YEAR ENDED 30 June 2018 Consolidated Trade and other payables Borrowings <=6 months $ 6-12 months $ >1 year $ Total 3,620,382 376,786 209,238 - - 3,620,382 147,462 214,178 609,039 1,133,287 479,671 903,087 4,206,406 361,640 1,088,710 5,656,756 6,300,402 - - 6,300,402 188,621 198,969 575,964 963,554 6,489,023 198,969 575,964 7,263,956 The group monitors rolling forecasts of liquidity reserves on the basis of expected cash flows. Fair values As at 30 June 2019, the carrying values of the financial instruments approximate their fair value. 5. Significant 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 and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Further details of the nature of these assumptions and conditions may be found in the relevant notes to the financial statements. 33 a. Significant accounting judgements Capitalised development costs Research costs are expensed as incurred. An intangible asset arising from development expenditure on an internal project is recognised only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development. Taxation The Group’s accounting policy for taxation requires management’s judgement as to the types of arrangements considered to be a tax on income in contrast to an operating cost. Judgement is also required in assessing whether deferred tax assets and certain deferred tax liabilities are recognised on the Statement of Financial Position. Deferred tax assets, including those arising from unrecouped tax losses, capital losses and temporary differences, are recognised only where it is considered probable that taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Assumptions about the generation of future taxable profits and repatriation of retained earnings depend on management’s estimates of future cash flows. These depend on estimates of future production and sales volumes, operating costs, restoration costs, capital expenditure, dividends and other capital management transactions. Judgements are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognised on the Statement of Financial Position and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to the Statement of Comprehensive Income. b. Significant accounting estimates and assumptions Impairment of non-financial assets The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. These include product and manufacturing performance, technology, economic and political environments and future product expectations. If an impairment trigger exists, the recoverable amount of the asset is determined (higher of fair value less cost of disposal and its value in use). The Group determines whether intangible assets and capitalised development costs are impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units, using a value in use discounted cash flow methodology, to which the intangibles with indefinite useful lives are allocated. Share-based payment transactions The Group 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 using the Black Scholes method, with the assumptions detailed in note 33. 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 expenses and equity. Estimation of useful lives of assets The estimation of the useful lives of assets has been based on historical experience as well as manufacturers’ warranties (for plant and equipment). In addition, the condition of the assets is assessed at least once per year and considered against the remaining useful life. Adjustments to useful lives are made when considered necessary. Research and Development Refundable Tax Offset The Group assesses whether the receipt of the cash refund from the research and development refundable tax offset is virtually certain based on past experience and estimates the amount refundable based on an assessment of eligibility of the research and development costs against the relevant legislation. Revenue Recognition - Agreements with multiple deliverables Where the Group enters into agreements for the provision of both goods and services as part of a single arrangement, each deliverable that is considered to have a value to the customer on a stand-alone basis is accounted for separately. The consideration from the arrangement is allocated to each deliverable based on the relative stand-alone selling prices of those deliverables. In the absence of a stand-alone selling price, the deliverable is measured based on the best estimate of the stand-alone selling price. The price of each component is set in order to achieve a margin on that component of the sale consistent with that which would be achieved if the Company sold each item separately. Revenue Recognition – Non-recurring engineering The Group recognises revenue from pre-production engineering services over time, using the completion of specific performance obligations to measure progress towards the complete satisfaction of the service. 6. Business combinations and acquisition of non-controlling interests No new business combinations or acquisitions of non-controlling interests have occurred throughout the year ended 30 June 2019. 7. Segment information An operating segment is a component of the entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s operational decision makers to make decisions about resources to be allocated to the segment and to assess its performance and for which discrete financial information is available. Management also considers other factors in determining operating segments such as the level of segment information presented to the board of directors. Operating segments that meet the qualitative criteria as prescribed by AASB 8 Operating Segments are reported separately. However, an operating segment that does not meet the qualitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. There are no inter-segment revenues and there have been no changes to how each segment’s profit or loss is measured. 34 SEEING MACHINES ANNUAL REPORT 2019 a. Segment Revenue based on operating segment For management purposes, the Group is organised into key business units based on the nature of its products and services. FOR THE YEAR ENDED 30 June 2019 Segment Revenue Segment Profit/ (Loss) 2019 A$ 2018 A$ 2019 A$ 2018 A$ FOR THE YEAR ENDED 30 June 2018 Revenue Types Sales at a point in time Automotive A$ Offroad A$ Fleet A$ Aviation A$ Scientific Advances A$ Total A$ Hardware and Installations 2,593,104 77,300 14,209,108 184,896 - 17,064,408 Sales over time Driver Monitoring - Non-recurring Engineering 5,490,676 - - 3,001,612 4,500 - - - - 3,006,112 5,490,676 Paid Research Licensing - 442,010 7,460 - 1,500,000 1,949,470 - 3,205,703 - - - 3,205,703 (17,372,875) (13,060,034) Total Revenue 8,083,780 3,725,013 17,218,180 189,396 1,500,000 30,716,369 Revenue Automotive Offroad Fleet Aviation 9,416,091 7,066,582 8,083,780 3,725,013 5,537,083 5,728,190 (6,330,369) 2,993,715 13,714,623 17,218,180 (8,733,428) (18,825,421) 304,183 189,396 (1,137,589) (839,598) 998,255 (950,409) Scientific Advances 1,386,867 1,500,000 206,161 Research & Development Other Total – – – – (26,022,482) 31,888,346 30,716,369 (41,794,940) (36,013,861) c. Geographic Information b. Revenue from contracts with customers In the following tables, revenue segments have been disaggregated by type of goods or services which also reflects the timing of revenue recognition. FOR THE YEAR ENDED 30 June 2019 Revenue from external customers Automotive A$ Offroad A$ Fleet A$ Aviation A$ Scientific Advances A$ Total A$ Australia North America Asia-Pacific (excluding Australia) Europe Other FOR THE YEAR ENDED 30 June 2019 Revenue Types Sales at a point in time Paid Research Sales over time Driver Monitoring – – Hardware and Installations 2,483,352 430,089 7,916,474 83,633 Non-recurring Engineering 6,932,739 – – Licensing – 5,886,901 83,089 – – – 5,662,433 – – – – – 5,662,433 10,913,548 6,932,739 5,969,990 749,592 52,628 220,550 1,386,867 2,409,637 Total revenue from external customers 31,888,346 30,716,369 2019 A$ 2018 A$ 9,427,836 9,683,513 13,834,051 6,194,652 1,440,636 8,471,210 5,590,767 1,663,830 1,595,056 4,703,164 Total Revenue 9,416,091 7,066,582 13,714,623 304,183 1,386,867 31,888,346 35 8. Other Income 9. Expenses FOR THE YEAR ENDED 30 June 2019 Consolidated 2019 A$ 2018 A$ FOR THE YEAR ENDED 30 June 2019 a. Net gain/(loss) on foreign exchange a. Depreciation, impairment and amortisation expense Unrealised gain/(loss) Realised gain/(loss) (65,302) 1,017,844 Depreciation expense 243,342 1,459,674 Amortisation expense Consolidated 2019 A$ 2018 A$ (65,302) 1,017,844 243,342 1,459,674 Total gain on foreign exchange 178,040 2,477,518 Total depreciation, impairment and amortisation expense 178,040 2,477,518 b. Employee benefits expense Wages and salaries and on-costs (excluding superannuation) 35,154,157 30,323,859 b. Net gain on disposal of investment Net gain on disposal of investment Total gain on disposal of investment c. Other income Research and Development refundable tax incentives Other income Total other income 39,487 39,487 242,986 19,807 262,793 - - Superannuation expense Share-based payment expense Wages and salaries reported as cost of sales 242,986 Total employee benefits expense - 242,986 c. Other expenses A total of A$242,986 relating to Research and Development refundable tax incentives from the Australian Taxation Office were recognised during the year (2018: A$242,986). These are included in Other Income and result from Research and Development expenditure incurred in previous financial years. Other income Total other expenses d. Impairment of investment Impairment of investment Total impairment of investment 36 2,169,794 1,664,158 11,017,115 607,592 (2,193,709) (788,603) 46,147,357 31,807,006 3,712 3,712 4,425 4,425 – – (140,191) (140,191) SEEING MACHINES ANNUAL REPORT 2019 10. Income Tax FOR THE YEAR ENDED 30 June 2019 The major components of income tax expense are: Current income tax: Current income tax charge b. Deferred income tax at 30 June relates to the following: Consolidated 2019 A$ 2018 A$ FOR THE YEAR ENDED 30 June 2019 (i) Deferred tax liabilities Intangible assets (8,347,528) (10,924,794) Unrealised FX gain Adjustments in respect of current income tax of previous years 4,281,957 25,374 Gross deferred tax liabilities Taxation loss not recognised 4,111,531 10,927,824 Set-off deferred tax assets Tax loss utilized – not previously recognised – – Net deferred tax liabilities Deferred income tax: Relating to the origination and reversal of temporary differences Temporary differences not recognised Income tax expense reported in the statement of comprehensive income (4,650,312) 4,650,312 45,960 (294,205) 294,205 28,404 (ii) Deferred tax assets R&D offset Provision for expected credit loss a. Reconciliation between tax expense and the product of the accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows: Loss before income tax (41,748,980) (35,985,457) At the parent entity's statutory income tax rate of 27.5% (2018: 30%) (11,480,969) (10,795,637) Share based payments (equity settled) Entertainment Research and development costs claimed Legal fees Research and development – R&D tax credit Equity raising costs Other Origination and reversal of temporary differences Other temporary differences Temporary differences not recognised Adjustments in respect of current income tax of previous years Taxation loss not recognised Foreign tax Impact of tax rate change on deferred tax balances not recognised Total 3,029,707 8,451 – – (66,821) (705,334) (3,921,511) 4,650,312 4,281,956 169,019 2,520 – 2,218 (72,896) (184,704) 29,247 (397,170) 294,205 25,374 4,111,531 10,927,824 45,960 92,678 45,960 28,404 – 28,404 Accrued expenses Annual leave Long service leave Warranties S. 40-880 Deduction Lease incentive Rental straightline Unrealised FX loss Depreciation of plant and equipment OPEX interest Gross deferred tax assets Set-off deferred tax liability Net deferred tax balance not brought to account Tax losses Losses not recognised Net deferred tax asset Consolidated Statement of Financial Position 2019 A$ 2018 A$ (268,184) - (268,184) (268,184) - 3,243,718 68,878 11,198 565,591 190,172 65,125 1,286,479 329,222 37,546 19,865 - 212,842 (624,806) (305,354) (930,160) (930,160) - - - 190,795 571,413 154,298 76,500 389,728 405,000 - - 12,305 242,278 6,030,636 2,042,317 (268,184) 5,762,452 (930,160) 1,112,157 27,573,868 23,462,337 (27,573,868) (23,462,337) - - 37 c. Unrecognised temporary differences At 30 June 2019, Seeing Machines Limited (consolidated) has unrecognised temporary differences in relation to unbooked tax losses of A$100,268,611 (DTA of A$27,573,868) for which no deferred tax asset has been recognised on the Statement of Financial Position (2018: Unrecognised tax losses of A$78,207,790 and DTA of A$23,462,337). These losses are available for recoupment subject to satisfaction of relevant statutory tests. As at 30 June 2019 there are net unrecognised deductible temporary differences of A$20,954,371 (DTA of A$5,762,452) for which no deferred tax asset has been recognised on the Statement of Financial Position (2018: net unrecognised deductible temporary differences of A$3,707,190 and DTA of A$1,112,157). 12. Earnings Per Share Basic EPS amounts are calculated by dividing the profit for the year attributable to ordinary equity holders of the Parent by the weighted average number of ordinary shares outstanding during the year. Diluted EPS amounts are calculated by dividing the profit attributable to ordinary equity holders of the Parent by the sum of the weighted average number of ordinary shares outstanding during the year and the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The following reflects the income used in the basic and diluted earnings per share computations: d. Tax consolidation (i) Members of the tax consolidated group and the tax sharing arrangement Seeing Machines Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated group with effect from 1 July 2016. Seeing Machines Limited is the head entity of the tax consolidated group. Members of the tax consolidated group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement on the basis that the possibility of default is remote. Earnings used in calculating earnings per share FOR THE YEAR ENDED 30 June 2019 For basic and diluted earnings per share: Consolidated 2019 A$ 2018 A$ Net loss (41,794,940) (36,013,861) Net loss attributable to ordinary equity holders of the company (41,794,940) (36,013,861) (ii) Tax effect accounting by members of the tax consolidated group Weighted average number of shares Measurement method adopted under AASB Interpretation 1052 Tax Consolidation Accounting The head entity and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Group has applied the group allocation approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group. The current and deferred tax amounts are measured in a systematic manner that is consistent with the broad principles in AASB 112 Income Taxes. The nature of the tax funding agreement is discussed further below. In addition to its own current and deferred tax amounts, the head entity also recognises current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. Nature of the tax funding agreement Members of the tax consolidated group have entered into a tax funding agreement. The tax funding agreement requires payments to/from the head entity to be recognised via an inter-entity receivable (payable) which is at call. To the extent that there is a difference between the amount charged under the tax funding agreement and the allocation under AASB Interpretation 1052, the head entity accounts for these as equity transactions with the subsidiaries. The amounts receivable or payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. FOR THE YEAR ENDED 30 June 2019 Consolidated 2019 A$ 2018 A$ Weighted average number of ordinary shares for basic earnings per share 1,842,482,166 1,626,982,393 Weighted average number of ordinary shares adjusted for effect of dilution 1,842,482,166 1,626,982,393 There are no instruments (e.g. share options) excluded from the calculation of diluted earnings per share that could potentially dilute basic earnings per share in the future because they are either non-dilutive or anti-dilutive for both of the periods presented. There have been no transactions involving ordinary shares or potential ordinary shares outstanding between the reporting date and the date of completion of these financial statements. Information on the classification of securities Options granted to employees (including KMP) as well as in the form of capital raising cost as described in note 33 are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent that they are dilutive. These shares have not been included in the determination of basic earnings per share. 11. Dividends Paid and Proposed No dividends or distributions have been made to members during the year ended 30 June 2019 (2018: nil) and no dividends or distributions have been recommended or declared by the directors in respect of the year ended 30 June 2019 (2018: nil). 38 SEEING MACHINES ANNUAL REPORT 2019 13. Parent Entity Information Information relating to Seeing Machines Limited Current assets Total assets Current liabilities Total liabilities Issued capital Accumulated losses Reserves Total shareholders’ equity Loss of the parent entity 15. Current Assets – Trade and Other Receivables 2019 A$ 2018 A$ 94,760,420 72,119,445 Current 100,327,230 79,063,710 Trade receivables 8,197,695 10,862,718 Deferred finance income 10,004,102 12,665,717 Provision for expected credit losses 217,203,578 156,922,859 Other receivables Receivables subject to financial guarantee (refer Note 25) Consolidated 2019 A$ 2018 A$ 15,353,449 20,272,066 (250,467) (773,969) - (937,864) 14,329,013 19,334,202 903,087 438,244 - 423,446 (136,651,905) (93,361,832) Total trade and other receivables - current 15,670,344 19,757,648 9,771,455 2,836,966 90,323,128 66,397,993 (43,197,266) (35,071,252) Total comprehensive income of the parent entity (43,197,266) (35,071,252) Significant accounting policies The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in Note 3, except, investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. 14. Current Assets – Cash and Cash Equivalents Reconciliation to Statement of Cash Flows For the purpose of the Statement of Cash Flows, cash and cash comprise the following equivalents at 30 June: Cash at bank Cash on hand Total Cash and cash equivalents Consolidated 2019 A$ 2018 A$ 54,808,592 42,785,825 144 622 54,808,736 42,786,447 a. Allowance for expected credit loss Trade receivables are non-interest bearing and are generally 30-60 days terms. The Group applies a simplified approach in calculatng ECLs and recongises a loss allowance based on lifetime ECL’s at reporting date (see note 3 p (i)). The provision for impairment loss recognised by the Group at 30 June 2019 was A$250,467 (2018: nil). See below for the movement in the allowance for expected credit losses: As at 1 July 2017 Provision for expected credit losses Write-off As at 30 June 2018 Provision recognised on adoption of AASB9 Provision for expected credit losses Write-off As at 30 June 2019 Individually Impaired A$ 95,531 - (95,531) - 92,807 157,660 - (250,467) 39 Set out below is the information about the credit risk exposure on the Group’s trade receivables and contract assets using a provision matrix: 16. Current Assets – Inventories 2019 Current 0-30 days 31-60 days 61-90 days 91+ days Total Trade receivables Days past due Finished goods Work in progress Expected credit loss rate Estimated total gross carrying amount at default Expected credit loss 2018 Expected credit loss rate Estimated total gross carrying amount at default Expected credit loss 0.30% 1.60% 3.60% 6.60% 10.60% Write-down of inventories for the period 12,774,553 472,904 130,500 238,165 1,737,359 15,353,481 38,324 7,566 4,698 15,719 184,160 250,467 0.30% 1.20% 1.80% 2.18% 2.65% 17,770,817 1,645,872 245,972 176,383 433,023 20,272,067 53,312 19,750 4,428 3,842 11,475 92,807 Total inventories 17. Other Current Assets Pre-payments Rental bonds Contract assets Other Write-down of inventories for the period Total other current assets Consolidated 2019 A$ 2018 A$ 7,932,394 4,300,895 304,455 (24,620) - - 8,212,229 4,300,895 Consolidated 2019 A$ 2018 A$ 24,595 84,252 4,515,575 135,575 (24,620) 155,936 94,885 343,500 281,810 - 4,759,997 876,131 The Group considers a financial asset in default when contractual payments are 90 days past due unless the Group has entered into discussion with the customer to agree varied payment terms. Receivables past due but not considered in default are: A$1,737,359 (2018: A$433,023). During the year manufacturing issues temporarily affected the performance of the FOVIO platform technology resulting in a small number of debtors temporarily renegotiating payment terms. The impact of this is reflected at 30 June 2019. Payment terms on these amounts have been re-negotiated, and satisfaction has been gained that payment will be received in full. It is expected that all other balances will be received when due. b. Fair value and credit risk All trade receivables are short term in nature and therefore, the carrying values approximate their fair value. The maximum exposure to credit risk is the fair value of receivables. Collateral is not held as security, nor is it the Group’s policy to transfer (on-sell) receivables. c. Foreign exchange risk Detail regarding foreign exchange risk exposure is disclosed in note 4. 40 SEEING MACHINES ANNUAL REPORT 2019 18. Non-current Assets – Property, Plant and Equipment 19. Non-current Assets – Intangible Assets and Development Costs a. Reconciliation of carrying amounts at the beginning and end of the year a. Reconciliation of carrying amounts at the beginning and end of the year Office Furniture, Fittings and Equipment Research and Development Software and Equipment Total Consolidated A$ A$ A$ At 1 July 2018 net of accumulated depreciation and impairment 3,490,264 169,046 3,659,310 Additions Disposals 382,371 - 7,371 - 389,742 - Depreciation charge for the year (834,945) (37,759) (872,704) At 30 June 2019 net of accumulated depreciation and impairment 3,037,690 138,658 3,176,348 Consolidated A$ At 1 July 2018 net of accumulated amortisation 2,763,810 Additions Amortisation Development Costs Patents, Licences and Trademarks Total A$ 765,488 345,466 A$ 3,529,298 454,505 109,039 (1,416,857) (27,589) (1,444,446) At 30 June 2019 net of accumulated amortisation 1,455,992 1,083,365 2,539,357 At 30 June 2019 Cost Accumulated amortisation Net carrying amount 4,643,921 1,595,335 6,239,256 (3,187,929) (511,970) (3,699,899) 1,455,992 1,083,365 2,539,357 At 30 June 2019 Cost 6,496,087 726,015 7,222,102 At 1 July 2017 net of accumulated amortisation 4,222,897 Accumulated depreciation and impairment (3,458,397) (587,357) (4,045,754) Net carrying amount 3,037,690 138,658 3,176,348 Additions Amortisation 112,063 995,692 187,190 5,218,589 299,253 (1,571,150) (417,395) (1,988,545) At 1 July 2017 net of accumulated depreciation and impairment Additions Disposals 862,797 96,243 959,040 3,728,929 135,351 3,864,280 - - - Depreciation charge for the year (1,101,462) (62,548) (1,164,010) At 30 June 2018 net of accumulated depreciation and impairment 3,490,264 169,046 3,659,310 At 30 June 2018 Cost Accumulated amortisation Net carrying amount 4,981,272 1,249,869 6,231,141 (2,217,462) (484,382) (2,701,844) 2,763,810 765,487 3,529,297 At 30 June 2018 net of accumulated amortisation 2,763,810 765,487 3,529,297 At 30 June 2018 Cost 6,113,717 718,644 6,832,361 Accumulated depreciation and impairment (2,623,453) (549,598) (3,173,051) Net carrying amount 3,490,264 169,046 3,659,310 b. Description of Group’s intangible assets (i) Development costs Development costs are carried at cost less accumulated amortisation and accumulated impairment losses. Development costs represent costs incurred in the development phase of internal projects to bring the Group’s products to sale. This intangible asset has been assessed as having a finite useful life and is amortised over a period of three years. Amortisation commences once the product is available for sale and future economic benefits from development can arise. If an impairment indication arises, the recoverable amount is estimated and an impairment loss is recognised to the extent that the recoverable amount is lower than the carrying amount. 41 (ii) Patents, licenses and trademarks Patents, licences and trademarks have been acquired and are carried at cost. These intangible assets have been determined to have useful lives between 3 and 20 years and are amortised using the straight line method over the relevant period. Patents, licences and trademarks are subject to impairment testing on an annual basis or whenever there is an indication of impairment. Impairment losses recognised c. No impairment loss on intangible assets has been recognised in the year to 30 June 2019 (2018: nil). 22. Provisions Current Annual leave Long service leave Warranties provision Total provisions - current 20. Other Financial Assets Financial assets at amortised cost Term deposits Total Financial assets 21. Current Liabilities – Trade and Other Payables Trade payables Accrued Expenses GST, Payroll Tax and Payroll Liabilities Other Current Liabilities Total trade and other payables Consolidated Non-Current 2019 A$ 2018 A$ Long service leave Total provisions - non-current 9,560,716 578,575 9,560,716 578,575 Consolidated 2019 A$ 2018 A$ 2,313,162 2,900,903 658,591 1,553,137 572,489 1,036,361 76,140 810,001 23. Warranties – Provisions As at 1 July 2017 Arising during the year 3,620,382 6,300,402 Utilised a. Fair value Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value. b. Foreign exchange, interest rate and liquidity risk Information regarding foreign exchange, interest rate and liquidity risk exposure is set out in Note 4. Unused amounts reversed As at 30 June 2018 Arising during the year Utilised Unused amounts reversed As at 30 June 2019 42 Consolidated Note 2019 A$ 2018 A$ 2,056,693 1,904,709 538,507 484,464 23 236,818 255,000 2,832,018 2,644,173 153,028 153,028 29,864 29,864 Maintenance Warranties A$ 149,282 255,000 (109,895) (39,387) 255,000 388,231 (406,413) - 236,818 a. Nature and timing of provisions Refer to Note 3(q) for the relevant accounting policy and a discussion of the significant estimations and assumptions applied in the measurement of the provisions. SEEING MACHINES ANNUAL REPORT 2019 24. Contract liabilities Deferred R&D grant relating to capitalised labour Contract liabilities Total contract liabilities 25. Financial Liabilities Current Financial liabilities at amortised cost Lease liability Loans and borrowings Total financial liabilities at amortised cost Financial guarantee contracts Financial guarantor Total financial guarantee contracts Consolidated 2019 A$ 2018 A$ 182,240 425,226 490,350 448,509 672,590 873,735 The lease liability relates to the lease of IT equipment. A new lease for IT equipment was entered into in November 2018. The term of the new lease is from November 2018 to October 2021. The previous lease expires in July 2019. Both leases are secured by the leased equipment. The securitisation finance relates to the financing of system hardware and support. The term of the finance is from October 2017 to October 2022. The finance is secured by the related equipment. Inventory finance is an Export Line of Credit Agreement with the Export Finance and Insurance Corporation which was signed on 31 January 2019. The Agreement provides a revolving loan facility to the Company up to the value of US$2m for funding inventory purchases for sales to approved overseas customers. For commitments relating to finance leases see note 34. Consolidated 2019 A$ 2018 A$ Loan facilities 159,652 248,306 364,596 139,284 524,248 387,590 Loan facilities Amount utilised Unused facilities Consolidated 2019 A$ 2018 A$ 2,849,104 (213,683) 2,635,421 - - - The unused facility relates to a revolving loan facility of US$2,000,000 provided by the Export Finance and Insurance Corporation. The facility expires 31 October 2019. This facility is secured by a general security deed over all present and after-acquired assets of the Group. 903,087 903,087 - - 26. Other Liabilities Total financial liabilities – current 1,427,335 387,590 Current Non-Current Financial liabilities at amortised cost Lease liability Loans and borrowings Total financial liabilities at amortised cost Lease incentives on operating leases Total other liabilities - current 206,077 22,089 402,962 553,875 609,039 575,964 Non-Current Lease incentives on operating leases Total other liabilities - non-current Consolidated 2019 A$ 2018 A$ 289,361 152,830 289,361 152,830 1,044,340 1,197,170 1,044,340 1,197,170 Total financial liabilities - non-current 609,039 575,964 The lease liability relates to the lease of IT equipment. A new lease for IT equipment was entered into in November 2018. The term of the new lease is from November 2018 to October 2021. The previous lease expires in July 2019. Both leases are secured by the leased equipment. 43 27. Contributed Equity 29. Statement of Cash Flow Information Consolidated 2019 A$ 2018 A$ FOR THE YEAR ENDED 30 June 2019 Consolidated 2019 A$ 2018 A$ 217,203,578 158,031,370 a. Reconciliation of net loss after tax to net cash flows from operations Ordinary shares Treasury shares Total contributed equity Number of ordinary shares Issued and fully paid (1,108,511) (1,108,511) Loss after tax 216,095,067 156,922,859 Depreciation Amortisation 3,365,214,374 2,240,954,587 Net gain on foreign exchange (unrealised) Fully paid shares carry one vote per share and carry the right to dividends. Foreign exchange movement relating to financing activities The Company has no set authorised share capital and shares have no par value. Movement in ordinary shares At 1 July 2017 Shares issued Treasury shares issued Transaction costs At 30 June 2018 Shares issued Treasury shares issued Transaction costs At 30 June 2019 Shares A$ 1,486,455,161 95,291,587 753,410,284 64,709,667 1,089,142 82,567 - (3,078,395) 2,240,954,587 157,005,426 1,124,259,787 61,737,060 - - - (2,564,852) 3,365,214,374 216,177,634 Financial guarantor (Profit)/Loss on disposal of investment Share-based payments Changes in assets / liabilities net of the effect of purchases (Increase) / decrease in inventories (Increase) / decrease in trade and other receivables Decrease / (increase) in other assets Increase / (decrease) in provisions Increase / (decrease) in trade and other payables Increase / (decrease) in other liabilities Increase / (decrease) in contract liabilities Net Cash used in operating activities (41,794,940) (36,013,861) 872,704 1,164,010 1,444,446 1,988,545 (65,302) (8,707) 903,087 (39,487) (1,017,844) - - 140,191 11,017,115 599,994 (3,911,334) (3,598,683) 4,087,304 (10,347,654) (3,883,866) 7,389,727 218,202 617,282 (2,680,020) 689,306 (16,299) 1,350,000 (201,145) (594,232) (34,058,243) (37,633,219) No treasury shares were issued during the year ended 30 June 2019 (2018: 1,089,142). There are no treasury shares remaining as at 30 June 2019. b. Changes in liabilities arising from financing activities 28. Accumulated Losses and Reserves a. Movements in accumulated losses and reserves Refer to the Statement of Changes in Equity for movements in accumulated losses and other reserves. b. Nature and purpose of reserves Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. 44 Employee equity benefits reserve The employee equity benefits reserve is used to record the value of share based payments provided to employees, including KMP, as part of their remuneration. Refer to note 33 for further details of the plan. 1 July 2018 Cash in flows Cash out flows Non-cash changes 30 June 2019 Consolidated A$ A$ A$ New lease A$ Other A$ A$ Securitisation finance 693,159 - (139,284) Lease liabilities 270,395 428,027 (332,693) Inventory financing - 2,905,167 (2,543,148) - - - - - 553,875 365,729 (148,336) 213,683 963,554 3,333,194 (3,015,125) - (148,336) 1,133,287 c. Non-cash financing and investing activities There were no non-cash financing or investing activities entered into during the year. SEEING MACHINES ANNUAL REPORT 2019 30. Related Party Disclosure Information about subsidiaries a. The consolidated financial statements include the financial statements of Seeing Machines Limited and its subsidiaries’ details are as follows: Country of Incorporation % Equity Interest Investment (A$) Name Seeing Machines Incorporated United States Seeing Machines Executive Share Plan Pty Ltd Australia Seeing Machines Share Plans Trust Australia Seeing Machines (Sales) Pty Ltd Australia Fovio Pty Limited (formerly Fovionix Pty Limited) Australia Fovio Incorporated United States Seeing Machines (UK) Ltd United Kingdom Seeing Machines Japan Ltd Japan 2019 100% 100% 100% 100% 100% 100% 100% 100% 2018 100% 100% 100% 100% 100% 100% 100% 0% 2019 2018 770,307 770,307 100 100 10 12 100 50 169 10 12 100 50 169 12,132 - b. Materially owned subsidiaries There are no subsidiaries held at 30 June 2019 that have non-controlling interests. c. Key management personnel Details relating to key management personnel, including remuneration paid are included in Note 32. d. Transactions with related parties The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year. Guardian South East Asia Pte Ltd1 2018 2019 Sales to related parties A$ 501,087 127,408 Purchases from related parties Amounts owed by related parties A$ - - A$ 479,364 318,387 Amounts owed to related parties A$ - - 1. Guardian South East Asia Pte Ltd is a distributor of the Company’s Guardian product in South East Asia. One of their affiliate companies, V S International Venture Pte Ltd (a Subsidiary of V.S.Industry Berhad), is a shareholder in Seeing Machines Limited. V.S.Industry Berhad has a representative on the Company’s Board. All sales were at arm’s length. In addition, V.S.Industry Berhad supply the plastic casing for our Guardian Generation 2 unit to our contracted manufacturer, AdLink. The value of these transactions is not included above as the sales are made direct to our manufacturer, an unrelated party. 45 e. Director-related transactions (i) Shareholdings of Directors Shares in Seeing Machines Limited 30 June 2019 1 July 2018 Balance Granted as remuneration Acquired or sold for cash Net change other Balance Balance 30 June 2019 30 June 2018 1 July 2017 Granted as remuneration Acquired or sold for cash Net change other Balance 30 June 2018 Directors K Kroeger1 (resigned 6/6/2019) T Crane (resigned 30/04/2019) R Burger J A Walker (resigned 13/12/2018) L Carmichael Y K Ng2 J Boyer (appointed 16/07/2018) K Hill (appointed 13/12/2018) L Oxenham (appointed 3/12/2018) 8,331,393 410,377 400,000 - 9,141,770 K Kroeger 5,528,268 2,803,125 Directors 156,753 102,585 384,615 503,798 604,558 327,402 308,605 - - - 102,585 123,102 102,585 1,266,667 102,585 1,000,000 666,667 550,000 100,000 - - - - - - - - 643,953 606,383 727,660 1,696,654 1,411,190 666,667 550,000 100,000 M McAuliffe (resigned 29/01/2018) T Crane R Burger J A Walker P Housden (resigned 25/07/2017) L Carmichael Y K Ng2 J Boyer (appointed 16/07/2018) K Hill (appointed 13/12/2018) - - 267,374 320,849 82,557 90,978 72,181 - - 4,382,720 156,753 236,424 283,709 230,854 236,424 236,424 - - 10,232,509 943,819 4,367,949 - 15,544,277 6,362,207 8,566,433 - - - - - - - - - - - - - - - - - - - - - - 8,331,393 4,382,720 156,753 503,798 604,558 313,411 327,402 308,605 - - 14,928,640 Notes: 1. Ken Kroeger holds 38.7% of these shares through Cook Kroeger Superannuation Fund. 2. Yong Kang NG has an additional indirect interest in the Company by virtue of his direct and deemed (by virtue of his spouse) ownership of shares in V S Industry Berhad (VSI), being 0.1606% of VSI’s current issued share capital. 46 SEEING MACHINES ANNUAL REPORT 2019 (ii) Other Director related transactions 32. Compensation for Key Management Personnel All transactions with director-related entities were made under normal commercial terms and conditions. 31. Key management personnel a. Details of Key Management Personnel (i) Directors (ii) Executives (Other Key Management Personnel) Ken Kroeger CEO and Executive Director Paul McGlone SVP and General Manager, Fleet, Rail & Offroad Applications (appointed CEO 4 July 2019) Luke Oxenham CFO and Executive Director Jack Boyer Non-Executive Director James A Walker Non-Executive Director Nicolas Difiore Senior Vice President (SVP) and General Manager, Automotive CFO and Executive Director Short-Term Salary/Fees/ Bonus/Leave Post- Employment Superannuation Share-Based Payments Options/Rights Total For the year ended 30 June 2019 A$ A$ A$ A$ Chairman Jack Boyer CEO and Executive Director 170,079 - - 170,079 K Kroeger (resigned 6/6/2019) 456,621 43,379 154,524 654,524 L Oxenham (appointed 3/12/2018) 200,625 12,841 - 213,466 Rudolph Burger Non-Executive Director Paul Angelatos Les Carmichael Non-Executive Director SVP and General Manager, Fleet, Rail & Offroad Applications (resigned 14/09/2018) Yong Kang NG Non-Executive Director Tim Edwards Chief Technology Officer Non-Executive Directors R Burger J A Walker (resigned 13/12/2018) Tim Crane Non-Executive Director Sebastian Rougeaux Chief Scientist, Machine Intelligence T Crane (resigned 30/04/2019) Kate Hill Non-Executive Director Mike Lenne Chief Scientist, Human Factors Nicole Makin SVP People & Culture Patrick Nolan General Manager, Aviation James Palmer Chief Financial Officer (resigned 31/01/2019) Ryan Murphy Chief Operating Officer Daniel Edmunds SVP Engineering L Carmichael Y K Ng K Hill (appointed 13/12/2018) Other Key Management Personnel1 2,138 63,255 21,790 50,895 49,940 43,031 37,109 12,205 14,646 12,205 12,205 12,205 - 75,460 38,574 63,100 62,145 55,236 37,109 3,503,877 207,280 6,322,532 10,033,689 Total 4,597,222 265,638 6,540,522 11,403,382 1. Other key management personnel include the Executive as listed at note 31 (a)(ii) 47 32. Compensation for Key Management Personnel (continue) 33. Share-based payment plans Short-Term Salary/Fees/ Bonus/Leave Post- Employment Superannuation Share-Based Payments Options/Rights Total a. Recognised share-based payment expenses The expense recognised for employee services received during the year is shown in the table below: For the year ended 30 June 2018 A$ A$ A$ A$ Chairman CEO and Executive Director Current Expense arising from share-based payment transactions under Employee Share Loan Consolidated 2019 A$ 2018 A$ - 412,370 K Kroeger 433,790 48,818 81,132 563,740 Expense arising from the performance rights long term incentive 10,740,573 (125,177) M McAuliffe (resigned 29 January 2018) 1,557,574 270,414 1,827,988 Expense arising from options under long term incentive Non-Executive Directors R Burger J A Walker T Crane P Housden (resigned 25 July 2017) L Carmichael Y K Ng 41,063 45,000 41,063 3,375 41,063 41,063 4,275 12,507 15,008 8,292 12,212 12,507 12,507 53,570 64,283 49,355 15,587 53,570 53,570 Other Key Management Personnel1 2,423,517 Total 4,627,508 190,065 243,158 2,575,828 5,189,410 3,000,407 7,871,073 In addition there was a A$20,157 (2018: A$11,870) long service leave expense for Ken Kroeger, the only director entitled to it. The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key management personnel. 48 Expense arising from the shares issued to employees Directors’ shares 60,313 230,233 152,762 - 63,467 90,166 Total expense arising from share-based payment transactions 11,017,115 607,592 Included in the total share-based payment expense this year is an amount of A$9.1m which represents the non-cash amortisation of a one off grant of performance rights. See note 33(b) (iii) below. b. Type of share-based payment plan 2010 Executive Share Plan In July 2010 the Company adopted an Executive Share Plan (2010 Plan). Under the 2010 Plan the Board may offer and issue ordinary fully paid shares (Shares) to employees or officers (including Directors) of the Company from time to time. The Company has made the following types of offers under the 2010 Plan: (i) Issue of shares up-front The Company has issued Shares to; eligible staff who are not covered by the Company’s other incentive scheme; executives as a short-term incentive; and non-executive Directors as part of their remuneration. A total of 1,787,162 shares were issued under this arrangement during the year. The issue price for these Shares was 6.75 pence being the volume weighted average closing share price on the AIM taken over the 5 trading days from 19 to 25 September 2018 (then converted using the current foreign exchange rate, of 1 GBP = 1.80591 AUD). There are no loans for these shares and they vest on issue. (ii) Long Term Incentive – Performance rights or share options offers From 1 July 2015, senior staff and other key staff are offered long term performance rights or share options. Under this structure, the staff are only able to exercise the rights, and have new ordinary shares issued to them, if any performance, market and vesting conditions are met. These conditions typically include a performance condition requiring the staff member to achieve a minimum “meets expectations” rating and some rights have included a market condition in the form of a minimum target share price. The vesting period ranges from 9 months to 4 years from the end of the relevant financial year or grant date. Performance rights or options are often offered as part of the annual remuneration review and may be offered at other times. Any offer of performance rights or options requires Board approval and, when granted, is announced to the market. For all options standard valuation methodologies are used (binomial, trinomial and Black Scholes) using historic volatility as a proxy for implied volatility, long term UK gilt prices for the risk free rate and AIM share price information. All options expire after 10 years. At 30 June 2019 the weighted average remaining life for the outstanding share options was 9.18 year (2018: 9.61 years) and the exercise price for all outstanding options was £0.0561. No new options were granted during the year. SEEING MACHINES ANNUAL REPORT 2019 The Company issues new shares periodically as options and performance rights vest, the shares are held by a trustee until such time as the employee exercises their options or performance rights. 34. Commitments a. Leasing commitments As part of the long term incentive program performance rights were issued during the year to a number of staff. The rights have performance and service conditions and vest over three years. The rights have been valued based on the spot rate of the shares at grant date. Operating lease commitments – Group as lessee During the year the Group had two operating leases, one in the US and one in Australia. The US lease expires in December 2021 and the remaining Australian lease is due to finish in May 2027. (iii) One-off – Performance Rights Offers The total lease payments recognised as expenses during the year were A$1,031,795 (2018: A$1,188,091). Future minimum rental payments under non-cancellable operating leases as at 30 June are as follows: On 15 June 2018 one-off performance rights offers were made to certain founders and key engineering staff who have played a critical role in the development of the Group to its current position. The rights were valued at the spot rate at grant date. The rights granted to the founders vested entirely in the FY2019 year and the rights are now fully amortised. The rights granted to key engineering staff vest in equal tranches over three years with the first vesting date being 1 October 2018. These rights were 74% vested and amortised by 30 June 2019, the remaining 26% will be amortised over the following two financial years. c. Summaries of shares issued and held in Trust: Within one year After one year but not more than five years 2019 No. 2019 WAEP (pence) 2018 No 2018 WAEP (pence) More than five years Total Consolidated 2019 A$ 2018 A$ 1,144,804 1,221,469 4,365,116 4,657,654 3,525,435 4,054,250 9,035,355 9,933,373 Shares held in Trust at 1 July 2018 17,926,625 Issued during the year 70,070,209 Vested and transferred during the year (28,441,325) Shares held in Trust at 30 June 2019 59,555,509 5.78 6.60 5.13 7.06 19,015,765 5.78 - (1,089,140) 17,926,625 - 8.16 5.78 Finance leases and hire purchase commitments – Group as lessee During the year the Group entered into a new lease/financing arrangement in relation to IT equipment which expires in October 2021. The Group already had a second arrangement also relating to the lease of IT equipment which expires in July 2019. The other financing arrangement relates to the financing of hardware and support and expires in October 2022. Payments required under these arrangements are as follows: d. Summaries of rights granted under the Performance Right Scheme: Outstanding at 1 July 2018 Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at 30 June 2019 Exercisable at 30 June 2019 2019 No. 2019 WAEP (pence) 2018 No 2018 WAEP (pence) 111,920,976 19,936,023 (13,975,165) (30,164,305) - 87,717,529 39,099,094 8.25 6.75 10.25 8.79 - 7.41 7.75 36,030,735 97,432,399 (20,735,740) (806,418) - 111,920,976 772,886 8.62 15.47 4.03 5.04 - 8.25 4.50 Within one year After one year but not more than five years More than five years Minimum payments Less: Future finance changes Present value of minimum payments Consolidated 2019 A$ 2018 A$ 378,061 458,055 664,289 655,645 - - 1,042,350 1,113,700 (122,746) (150,146) 919,604 963,554 49 37. Auditor’s Remuneration The auditor of Seeing Machines Limited is Ernst & Young. Consolidated 2019 A$ 2018 A$ Amounts received or due and receivable by Ernst & Young (Australia) for: An audit or review of the financial report of the entity and any other entity in the consolidated group 163,386 100,810 Other services in relation to the entity and any other entity in the consolidated group: – Tax compliance and advisory 34,105 197,491 56,800 157,610 35. Contingent Assets and Contingent Liabilities During the year, the Company made a sale of its Fleet product to a customer in New Zealand. The customer subsequently entered into a sale and leaseback agreement with HP Financial Services (New Zealand) for the total amount of the sale being A$1.2m. The proceeds from the sale and leaseback agreement were used by the customer to pay the Company in full for the sale. The Company has agreed to act as ‘step in guarantor’ to HP Financial Services New Zealand such that – in the event of a default by the customer on the repayments of the loan – the Company will ‘step in’ and assume responsibility for the loan repayments. In the event that the customer defaults on the loan agreement, the maximum exposure to the Company would be A$0.9m. There is currently no reason to expect that such a circumstance should arise. 36. Events After the Reporting Date Jack Boyer OBE stepped down as Chairman of the Board on 5 June 2019, at which point Kate Hill was appointed as Interim Chair. Kate Hill was confirmed as Chair on a permanent basis on 22 July 2019 when Jack Boyer OBE resigned his position from the Board as non-executive director. Kate has a distinguished 20+ year career with Deloitte Touche Tomatsu as an audit partner where she worked with ASX listed and privately-owned companies. Kate is a non-executive director of Countplus Limited (ASX: CUP) and Elmo Software Limited (ASX: ELO). Paul McGlone, interim CEO and GM of Fleet division was appointed as CEO and executive director on a permanent basis on 4 July 2019. Paul has been GM of Fleet at Seeing Machines since 16 November 2018. Paul has a proven commercial track record and has, in his short time at Seeing Machines, set the Fleet division on the path to strengthen the outlook of the business considerably. Succeeding him as GM of Fleet is Dr Mike Lenné who took up the role of SVP Fleet and Human Factors on the same date. In addition, on 4 July 2019, Luke Oxenham informed of his intention to resign his position as CFO and executive director on 28 July 2019. Michael Cameron was appointed interim CFO on 4 July 2019. On 23 July 2019, Seeing Machines was selected by a major Tier 1 supplier to deliver its FOVIO driver monitoring platform into additional customers for an existing German OEM customer. The expanded deployment includes variants targeting European New Car Assessment Program (Euro NCAP) safety goals. This expanded engagement, scheduled for production from 2021, is expected to deliver incremental revenue between A$11 million and A$30 million. Seeing Machines signed an extended exclusive Agreement with long-standing mining customer, Caterpillar Inc. on 19 August 2019. The Agreement is extended for a further five years and outlines proposal for further development of the Company’s IP into the Guardian and mining product (Driver Safety System) to co-develop next generation technology to enhance customer experience. The Agreement has also redefined exclusive Fields of Use for Caterpillar and has opened up a range of Fields now accessible directly by Seeing Machines and its channel and distribution partners. 50 SEEING MACHINES ANNUAL REPORT 2019 DIRECTORS’ DECLARATION In accordance with a resolution of the directors of Seeing Machines Limited, I state that: 1. In the opinion of the directors: (a) The financial statements and notes of the consolidated entity are 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 2019 and of its performance for the year ended on that date; and (ii) Complying with Accounting Standards (including Australian Accounting Interpretations) and Corporations Regulations 2001. (b) The financial statements and notes comply with the international financial reporting Standards as disclosed in note 3 (b); and (c) There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. 2. This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Regulations 2001 for the financial year ending 30 June 2019. On behalf of the Board Paul McGlone Canberra, 20 September 2019 51 INDEPENDENT AUDITOR’S REPORT Ernst & Young 121 Marcus Clarke Street Canberra ACT 2600 Australia GPO Box 281 Canberra ACT 2601 Tel: +61 2 6267 3888 Fax: +61 2 6246 1500 ey.com/au ► ► ► ► ► A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 52 Page 1 of 5 Page 2 of 5 SEEING MACHINES ANNUAL REPORT 2019 ► ► ► ► A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Page 3 of 5 Page 4 of 5 53 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 54 Page 5 of 5 SEEING MACHINES ANNUAL REPORT 2019 55 HEAD OFFICE 80 Mildura Street Fyshwick, ACT 2609 Australia U.S. OFFICE 6875 N Oracle Rd Tucson, Arizona 85704 USA T: +61 2 6103 4700 T: +1 855 377 4636 SEEINGMACHINES.COM