1
ANNUAL REPORT
FOR THE PERIOD FROM
6 JULY 2016 TO 30 JUNE 2017
SENSERA LIMITED
ABN 73 613 509 041
2
“From the outset, the intention from the
founders and key investors has been clear: to
build a substantial end-to-end wireless network
sensor business to capitalise on the global
mega trend towards the data and IOT economy”
CONTENTS
Contents
Corporate Directory
Chairman’s Review of Operations
Directors' Report
Auditor’s Independence Declaration
Financial Statements
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the Consolidated Financial Statements
Directors' Declaration
Independent Auditor's Report to the Members
Shareholder Information
CONTENTS
3
3
4
5
7
18
19
19
20
21
22
23
50
51
54
4
CORPORATE DIRECTORY
CORPORATE DIRECTORY
Directors
Matthew Morgan (appointed 6 July 2016)
Executive Chairman
Jonathan Tooth (appointed 6 July 2016)
Non-Executive Director
George Lauro (appointed 15 September 2016)
Non-Executive Director
Geoffrey Sam (appointed 25 August 2016, resigned 15 September 2016)
Non-Executive Director
Secretary
Phillip Hains
Principal registered office
Level 3, 62 Lygon St
in Australia
Carlton VIC 3053
Australia
(03) 9824 5254
Share register
Boardroom Pty Limited
Grosvenor Place
Level 12, 225 George Street
Sydney NSW 2000
Tel: 1300 737 760 (within Australia) +61 (0) 3 9290 9600 (outside Australia)
Auditor
Grant Thornton Audit Pty Ltd
Level 18, King George Central
145 Ann Street
Brisbane QLD 4000
(07) 3222 0200
Stock exchange listing
ASX: SE1
Website
www.sensera.com
CHAIRMAN’S REVIEW OF OPERATIONS
5
CHAIRMAN’S REVIEW OF OPERATIONS
Sensera Strategy
Since listing on the ASX in late December 2016, Sensera has been positioning itself to become a dominant
player in the rapidly growing global market of IOT by becoming one of only a few end-to-end total solution
providers in the wireless network sensors market which is forecasted to grow from US$36 billion last year
to US$93 billion by 2021. Sensera’s strategy of being a high-performance sensor development partner, as
well as commercialising its own intellectual property with a focus on high value healthcare, industrial and
defence markets, has positioned the Company for entry into the rapidly developing IoT market by not only
expanding our microfabrication capabilities but also completing the strategic acquisition of Nanotron
Technologies GmbH (Nanotron) subsequent to the end of the financial year.
As a bespoke development partner, we have secured eight customers for our microfabrication services
including two significant Nasdaq-listed entities. Sensera has been completing design, development and
prototyping services (non-recurring engineering) and is anticipated to transition these two major
microfabrication clients to recurring manufacturing contracts towards the end of 2017. Sensera is also
progressing its initial intellectual property development project, ‘Towakon’ – a water conservation device in
development that measures microflows of water and integrates the findings into an artificial intelligence
product.
Nanotron Acquisition
Following the year end, Sensera acquired a leading provider of location awareness systems, Nanotron, for a
total consideration of €6.4 million (A$9.6m). This acquisition positions Sensera to become a leading end-
to-end Wireless Sensor Network company in the rapidly growing IoT space, with an existing presence in an
addressable US$8 billion market and Tier 1 channel partners. Sensera will emerge as a leading provider of
location and wellness tracking and collision avoidance with existing market share via partnership in two key
markets of Livestock Monitoring and Mine Safety and Productivity.
Complementary core competencies position Sensera as a vertically integrated designer and integrator of
its own proprietary sensor systems; including chips, multifunctional sensor systems that positions Sensera
to subsequently move up the IoT value chain and develop proprietary data analytics that enable the “smart”
functionality of its Wireless Sensors.
Nanotron is a revenue phase business based in Berlin, Germany. Its platform delivers a complete
integrated sensors system consisting of chips, modules and software that enable precise real-time
positioning and concurrent wireless communication. Nanotron has established core markets, servicing
large blue-chip end-users in the mining and agricultural sectors with Tier 1 customers representing a
direct market opportunity for the its products of A$850 million out of an addressable global market of US$8
billion. An early outcome of this strategy, supporting direct monetisation of Sensera’s technology, has
come through Smartbow (www.smartbow.com), an Austrian agricultural technology company. Smartbow
has incorporated Nanotron’s location awareness system in its Eartag LIFE product which empowers dairy
farmers to improve their milk yield through smart real-time herd management.
Smartbow has partnered with Zoetis, the global leader in animal health products and services, to address a
market estimated at 8% of the world’s 1.25 billion cattle, representing US$572m in system sales. Sensera’s
proprietary integrated microsensors and software products enable precise real-time positioning and
concurrent wireless data communication. The Company’s initial focus is on addressing the immediate
opportunity to deepen its penetration of the large and growing animal health and mining service markets.
The Company has identified significant future opportunities beyond these two initial markets. To meet
anticipated growth in demand, Nanotron has successfully deployed its location awareness technology on a
pilot basis in the transport, healthcare and safety industries.
Results
Sensera generated a total revenue of US$1,219,788 from its operations in the United States, primarily
contributed by the revenue from the provision of Non-Recurring Engineering service contracts. The
Company reports a loss of US$5,331,794.
6
CHAIRMAN’S REVIEW OF OPERATIONS
Personnel Additions
Throughout the course of 2017 the Company has appointed seasoned leadership, which it will continue to
expand to guide the integration of Nanotron and Sensera. Attracting this talent will enhance the Company’s
capabilities as it secures its position in the IoT value chain through a unique combination of software and
proprietary hardware to deliver unique data driven insights to customers. The CEO search is nearing
completion and following an extensive search the board has identified a number of highly qualified and
credentialed candidates. It remains our intention to finalise an appointment before the end of the year.
Sensera has also added to the engineering and production team during the period in advance of its
transition to manufacturing phase for its cornerstone clients. It has also appointed a business
development executive to increase the number of companies utilising the facilities at the microfabrication
operations.
Outlook
Sensera is advancing its strategy of building a global IoT organisation with sensor and wireless networking
capability as the platform on which to add data capture, analysis and reporting for attractive market
segments that will use data analysis and Artificial Intelligence to enhance performance.
Board, Governance and Management
The Board is committed to ensuring that our business is conducted in accordance with high standards of
corporate governance. Sensera has expanded its leadership team and operations, and is well progressed in
sourcing a CEO in order to execute on its strategic growth plan.
On behalf of the Board, let me close by thanking you our shareholders for your support in our first year as a
listed entity, and to the growing Sensera international team for their determined and unrelenting effort
during the past year.
Sensera is tackling the challenge of building a world-class wireless networking sensor company head-on,
and I am excited by the breadth of opportunities we have before us. As Chairman, I look forward to leading
Sensera and growing this exciting, high potential business.
Matt Morgan
Executive Chairman
Sensera Limited
DIRECTORS REPORT – 30 JUNE 2017
7
DIRECTORS REPORT – 30 JUNE 2017
Your Directors present their report on the consolidated entity consisting of Sensera Limited and the entity it
controlled at the end of, or during, the period from 6 July 2016 to 30 June 2017. Throughout the report, the
consolidated entity is referred to as the Group.
Directors
The following persons held office as Directors of Sensera Limited during the period from 6 July 2016 to 30
June 2017:
• Matthew Morgan, Executive Chairman (appointed 6 July 2016)
•
Jonathan Tooth, Non-Executive Director (appointed 6 July 2016)
• George Lauro, Non-Executive Director (appointed 15 September 2016)
• Geoffrey Sam, Non-Executive Director (appointed 25 August 2016, resigned 15 September 2016)
Principal activities
Sensera Limited is an integrated fast-turnaround bespoke designer and manufacturer of specialised high
performance microsensors and MEMS. This specialisation positions Sensera as a high performance
microsensor partner to customers by providing contract research, design, development, and engineering
solutions to meet a company’s requirements. Sensera also has the internal capability to develop its own
intellectual property into a full commercial solution.
Dividends
No dividends have been paid during the period from 6 July 2016 to 30 June 2017. The Directors do not
recommend that a dividend be paid in respect of the period from 6 July 2016 to 30 June 2017.
Review of operations
For the period from 6 July 2016 to 30 June 2017, the Group generated a total revenue of US$1,219,788 from
its operations in the United States, primarily contributed by revenue from provision of service in relation to
Non-Recurring Engineering contracts. Net operating loss for the period was US$5,331,794, which includes
US$679,600 in costs incurred during the start-up phase of Sensera Inc. and its business in the United
States.
For the period from 6 July 2016 to 30 June 2017, the Group raised a total of US$9,869,784 from issuing of
shares (including the proceeds from IPO of AUD10 million) to fund its operations in the United States and
Australia. As at 30 June 2017, the Group had US$4,049,772 in cash and cash equivalents.
Significant changes in the state of affairs
Significant changes in the state of affairs of the Group during the period from 6 July 2016 to 30 June 2017
were as follows:
On 22 December 2016, Sensera Limited successfully completed its IPO which raised a total of
AUD10,000,000 from the public via the issue of 50,000,000 new ordinary shares at AUD0.20 per share.
Sensera Limited was also admitted to official quotation with the Australian Securities Exchange ("ASX").
8
DIRECTORS REPORT – 30 JUNE 2017
Events since the end of the financial year
(a)
(b)
On 23 August 2017, the Group completed its acquisition of 100% equity interest in
Nanotron Technologies GmbH ("Nanotron"), a private company based in Berlin, Germany
for a total consideration of EUR6.4 million, payable in both cash and fully paid ordinary
shares in the Group. Nanotron is a leading provider of location-awareness services,
specialising in the design, development and sale of chips, modules and software that
enable precise real-time positioning and concurrent wireless communication.
On 21 August 2017, the Group raised a total of AUD4.6 million (before transaction costs)
under a placement to sophisticated and professional investors, via an issue of 14,330,000
fully paid ordinary shares. The proceeds from this placement will be used, along with the
Group's existing cash reserve to fund the acquisition of Nanotron.
No other matters or circumstances have arisen since 30 June 2017 that has significantly affected the
Group's operations, results or state of affairs, or may do so in future years.
Likely developments and expected results of operations
There are no likely developments and expected results of operations as of the date of this report which may
significantly affect the company's position and performance.
Environmental regulation
The Group is not affected by any significant environmental regulation in respect of its operations.
Information on directors
Name
Role
Matthew Morgan
Executive Chairman
Experience and
expertise
Matthew has over 11 years of executive management experience in private equity funded
portfolio companies and 8 years as a venture capitalist. He is the Principal of Millers Point
Company, an advisory business that provides consulting and advisory services to
emerging companies with high growth or turnaround objectives. He is a former venture
capitalist at Queensland Investment Corporation and is experienced in capital raisings,
mergers and acquisitions and has held executive positions in a variety of private equity
funded organisations. He was a co-founder of Diversa Ltd (ASX:DVA) a financial service
business acquired by OneVue Holdings Ltd (ASX:OVH) and is currently a non-executive
director at ASX listed companies Leaf Resources Limited (ASX:LER) and Brain Resource
Limited (ASX:BRC).
Matthew holds a B.Commerce, B. AppSc and an MBA from the Queensland University of
Technology. He was also the first Australian to be awarded a Kauffman Fellowship.
Other current
directorships
• Leaf Resources Limited (ASX:LER)
• Brain Resources Limited (ASX:BRC)
Former directorships in
last 3 years
• Bluechip Limited (appointed February 2014, resigned March 2016)
• 3D Medical Limited (appointed February 2015, resigned May 2015)
Special responsibilities
-
Interests in shares and
options
Ordinary shares
Options
2,410,000
-
DIRECTORS REPORT – 30 JUNE 2017
9
Information on directors (continued)
Name
Role
Jonathan Tooth
Non-Executive Director
Experience and
expertise
Jonathan is an experienced Director and provides strong corporate governance to the
Board and support for the Executive Chairman’s management of Sensera, Inc. Jonathan
is also Chairman of the Company’s Audit and Risk committee. Jonathan is a Director,
Corporate at Henslow and prior to Henslow, Jonathan served as Director and Head of
Corporate Finance at Austock Corporate Finance Limited from 2001 to 2011. He has over
25 years of experience in corporate finance, capital raisings, placements and initial public
offerings, corporate advice, and restructuring specifically in the small to middle market.
He is an experienced Director of ASX listed companies and current Directorships include
Austock Group Limited (ASX:ACK) and Vita Life Sciences Limited (ASX:VSC).
Jonathan received a B.A. in Economics and Financial Studies from Macquarie University.
• Austock Group (ASX: ACK) including its operating subsidiary Austock Life
Limited
• Vita Life Sciences Limited (ASX: VSC)
Other current
directorships
Former directorships in
last 3 years
-
Special responsibilities
Chair of the Audit and Risk Committee
Interests in shares and
options
Ordinary shares
Options
1,204,000
-
10
DIRECTORS REPORT – 30 JUNE 2017
Information on directors (continued)
Name
Role
George Lauro
Non-Executive Director
Experience and
expertise
George has been appointed as a MEMS industry expert with a track record of mergers and
acquisitions, and to source potential technologies for Sensera to acquire. George is also
Chairman of the Company’s Remuneration committee.
George is an experienced technology entrepreneur, operating executive, and venture
capitalist. He was Head of West Coast Technology Investing and Partner at Wasserstein
Perella, a leading Wall Street private equity and leveraged buyout firm. Earlier in his
career, he was Managing Director of Technology Commercialisation at IBM headquarters
and began his career as an MIT Engineer, designing inertial guidance systems for
spacecraft at MIT/Draper Lab while pursuing graduate studies at MIT Aero/Astro
department.
A technologist and prolific inventor, George has nearly two dozen patents awarded
covering RFID, GPS, wireless semiconductors, and spacecraft inertial guidance systems.
He has served on the Board of Directors of five publicly listed Companies and has built
several companies from prototype-stage to high value exit (M&A or IPO) as an active
board member and investor, many in the semiconductor and MEMSs sectors.
George attended Brown University (BSEE), The Wharton School (MBA) and MIT (graduate
studies Aerospace engineering).
Other current
directorships
Former directorships in
last 3 years
-
-
Special responsibilities
Chair of the Remuneration Committee
Interests in shares and
options
Ordinary shares
Options
750,000
-
DIRECTORS REPORT – 30 JUNE 2017
11
Information on directors (continued)
Name
Role
Geoffrey Sam
Non-Executive Director (resigned 15 September 2016)
Experience and
expertise
Geoff has over 35 years of experience in the Australian health sector. He has been Chief
Executive Officer and Managing Director of a listed hospital group, as well as for-profit
and not-for-profit hospital groups. He has been President of the Australian Private
Hospitals Association and he was awarded an Order of Australia for services to
healthcare. Geoff holds a Bachelor of Commerce (Accounting and Finance), a Master of
Health Administration, a Master of Arts (Economics and Social Studies), and he is a Fellow
of the Australian Institute of Company Directors.
Other current
directorships
Former directorships in
last 3 years
-
-
Special responsibilities
-
Interests in shares and
options
Ordinary shares
Options
Company secretary
-
-
Phillip Hains was appointed Company Secretary on 6 July 2016. Mr. Hains is a Chartered Accountant
operating a specialist public practice, 'The CFO Solution'. The CFO Solution focuses on providing back office
support, financial reporting and compliance systems for listed public companies. A specialist in the public
company environment, Mr. Hains has served the needs of a number of company boards and their related
committees. He has over 20 years' experience in providing businesses with accounting, administration,
compliance and general management services. He holds a Master of Business Administration from RMIT
and a Public Practice Certificate from the Chartered Accountants Australia and New Zealand.
Meetings of directors
The numbers of meetings of the Company's board of Directors and of each board committee held during
the period from 6 July 2016 to 30 June 2017, and the numbers of meetings attended by each Director were:
Matthew Morgan*
Jonathan Tooth
George Lauro
Geoffrey Sam
Full meetings of
directors
Meetings of committees
Audit
Remuneration
A
9
9
8
-
B
9
9
9
-
A
3
3
2
-
B
3
3
3
-
A
1
1
1
-
B
1
1
1
-
A = Number of meetings attended
B = Number of meetings held during the time the Director held office or was a member of the committee during the period
* = Not a non-executive Director
12
DIRECTORS REPORT – 30 JUNE 2017
Remuneration report (audited)
The Directors present the Sensera Limited 2017 remuneration report, outlining key aspects of our remuneration policy
and framework, and remuneration awarded this year.
The report is structured as follows:
(a)
(b)
(c)
(d)
(e)
(f)
Key management personnel (KMP) covered in this report
Remuneration policy and link to performance
Elements of remuneration
Remuneration expenses for the period
Service agreements
Additional statutory information
(a)
Key management personnel covered in this report
Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the entity, directly or indirectly, including all Directors.
The key management personnel of the Group for the period ended 30 June 2017:
• Matthew Morgan, Executive Chairman (appointed 6 July 2016)
•
Jonathan Tooth, Non-Executive Director (appointed 6 July 2016)
• George Lauro, Non-Executive Director (appointed 15 September 2016)
• Geoffrey Sam, Non-Executive Director (appointed 25 August 2016, resigned 15 September 2016)
(b)
Remuneration policy and link to performance
Our remuneration committee is made up of non-executive directors, with the executive chairman's participation by
invitation. The committee reviews and determines our remuneration annually to ensure it remains aligned to business
needs, and meets our remuneration principles. From time to time, the committee also engages external remuneration
consultants to assist with this review. In particular, the board aims to ensure that remuneration practices are:
•
competitive and reasonable, enabling the company to attract and retain key talent
• aligned to the company's strategic and business objectives and the creation of shareholder value
•
transparent and easily understood, and
• acceptable to shareholders.
(c)
(i)
Elements of remuneration
Fixed annual remuneration (FR)
KMP may receive their fixed remuneration as cash, or cash with non-monetary benefits such as health insurance, car
allowances and tax advisory services. FR is reviewed annually. It is benchmarked against market data for comparable
roles in companies in a similar industry and with similar market capitalisation. The committee aims to position executives
at or near the median, with flexibility to take into account capability, experience, value to the organisation and
performance of the individual.
(ii)
Short and long-term incentives
As of the date of this report, the Group has not developed any short or long-term incentives plan as remuneration for
KMP.
(d)
Remuneration expenses for the period
The following table shows details of the remuneration expense recognised for the Group's key management personnel for
the period from 6 July 2016 to 30 June 2017 measured in accordance with the requirements of the accounting standards.
DIRECTORS REPORT – 30 JUNE 2017
13
Total
US$
122,525
24,882
74,459
221,866
Short-term
employee benefits
Post-
employment
benefits
Share based
payments
Cash salary
and fees
Non-monetary
benefits
Super-
annuation
Equity
issued
US$
US$
US$
US$
Matthew Morgan
Jonathan Tooth
George Lauro (1)
122,525
24,882
74,459
Total key management personnel
compensation
221,866
-
-
-
-
-
-
-
-
-
-
-
-
(1) Cash salary and fees of George Lauro includes US$54,000 in consulting fees
(e)
Service agreements
Name:
Title:
Matthew Morgan
Executive Chairman
Term of agreement:
Unspecified
Notice period:
60 days by either party
Details:
Name:
Title:
Term of agreement:
Notice period:
Details:
AUD150,000 per annum including director and consulting fees.
Jonathan Tooth
Non-Executive Director
Unspecified
Unspecified
AUD36,000 per annum including director fees.
Name:
Title:
George Lauro
Non-Executive Director
Term of agreement:
12 months (for consulting agreement) - unspecified for director position
Notice period:
30 days by either party
Details:
US$109,000 per annum including director and consulting fees and certain share-based
on pre-determined hurdles and commissions
14
DIRECTORS REPORT – 30 JUNE 2017
(f)
(i)
Additional Statutory Information
Reconciliation of equity held by KMP
Balance at the
start of the
period
Received
as part of
remuneration
Additions
Disposals
/Other
movements
Balance at the
end of the period
Ordinary Shares
Matthew Morgan
Jonathan Tooth
George Lauro
-
-
-
-
-
-
35,000
79,000
2,375,000
2,410,000
1,125,000
1,204,000
-
750,000
750,000
Other movements comprise of shares issued to founders when the Company became an unlisted public company on 25
August 2016.
(ii)
Loans to key management personnel
There have been no loans made to key management personnel, including all Directors of the Group or their close family
members and entities related to them, during the period from 6 July 2016 to 30 June 2017.
(iii)
Other transactions with key management personnel
During the financial period, the Company entered into a contract with an associated entity of a director of Sensera Limited
for the placement of IPO shares and investor relations service. A total amount of US$532,430 has been recognised to the
Group's profit and loss during the period in relation to these services, none of which has been paid to the related director
in any form.
[End of Remuneration Report]
DIRECTORS REPORT – 30 JUNE 2017
15
Shares under option
(a)
Unissued ordinary shares
Unissued ordinary shares of Sensera Limited under option at the date of this report are as follows:
Date options granted
Expiry date
Issue price of
shares (AUD)
Number
under option
26-Apr-17
26-Apr-17
26-Apr-17
25-Apr-18
25-Apr-19
25-Apr-20
$0.30
$0.40
$0.50
500,000
750,000
1,750,000
3,000,000
No option holder has any right under the options to participate in any other share issue of the Company or any other
entity.
No options were granted to the directors or any other key management personnel of the Company during and since the
end of the financial period.
(b)
Shares issued on the exercise of options
No ordinary shares of Sensera Limited were issued during the period from 6 July 2016 to 30 June 2017 on the exercise of
options granted.
Insurance of officers and indemnities
(a)
Insurance of officers
During the period from 6 July 2016 to 30 June 2017, Sensera Limited paid a premium of A$48,000 to insure the Directors
and secretaries of the Company and its US-based controlled entity, and the general managers of each of the divisions of
the Group.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities
incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct
involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to
gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the
premium between amounts relating to the insurance against legal costs and those relating to other liabilities.
(b)
Indemnity of auditors
Sensera Limited has agreed to indemnify their auditors, Grant Thornton Audit Pty Ltd, to the extent permitted by law,
against any claim by a third party arising from Sensera Limited's breach of their agreement. The indemnity stipulates that
Sensera Limited will meet the full amount of any such liabilities including a reasonable amount of legal costs.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of
the Corporations Act 2001.
16
DIRECTORS REPORT – 30 JUNE 2017
Non-audit services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the
auditor's expertise and experience with the Company and/or the Group are important. Details of the amounts paid or
payable to the auditor (Grant Thornton Audit Pty Ltd) for audit and non-audit services provided during the period are set
out below.
The board of Directors has considered the position and, in accordance with advice received from the audit committee, is
satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor,
as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the
following reasons:
• all non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality
and objectivity of the auditor
• none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants.
During the period the following fees were paid or payable for non-audit services provided by the auditor of the parent
entity, its related practices and non-related audit firms:
Other assurance services
Total remuneration for other assurance services
Taxation services
Grant Thornton Audit Pty Ltd firm and its related entities:
Tax compliance services
Total remuneration for taxation services
Other services
Grant Thornton Audit Pty Ltd firm and its related entities and other Grant Thornton network firms:
Consulting services
Total remuneration for other services
Total remuneration for non-audit services
Auditor
From 6 July 2016
to 30 June 2017
US$
-
7,540
7,540
68,984
68,984
76,524
Grant Thornton Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
on page 17.
DIRECTORS REPORT – 30 JUNE 2017
17
Corporate governance statement
A copy of the Company’s corporate governance statement is available on the Company’s website at www.sensera.com
This report is made in accordance with a resolution of Directors.
Matthew Morgan
Director
Brisbane
31 August 2017
18
DIRECTORS REPORT – 30 JUNE 2017
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
19
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the period from 6 July 2016 to 30 June 2017
Revenue
Cost of sales
Gross loss
Other income
Other expenses from ordinary activities
Selling and marketing
General and administration
Internal research and development
Loss before income tax
Income tax expense
Loss for the period
Other comprehensive income
Notes
2
3(a)
From 6 July 2016
to 30 June 2017
US$
1,219,788
(1,534,292)
(314,504)
3(b)
1,755
3(a)
3(a)
3(a)
4
(344,251)
(4,044,779)
(630,015)
(5,331,794)
-
(5,331,794)
Items that may subsequently be reclassified to profit or loss:
Exchange differences on translation of foreign operations
7(b)
309,101
Total comprehensive loss for the period
(5,022,693)
Loss per share for loss attributable to the ordinary equity holders of the Company:
US Cents
Basic loss per share
Diluted loss per share
20
20
(5.67)
(5.67)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2017
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
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
Employee benefit obligations
Total current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Accumulated losses
Total equity
Notes
30 June 2017
US$
5(b)
5(a)
6(b)
6(a)
5(c)
7(a)
7(b)
4,049,772
100,813
356,491
89,063
4,596,139
806,666
11,945
818,611
5,414,750
374,435
30,860
405,295
405,295
5,009,455
10,793,542
(452,293)
(5,331,794)
5,009,455
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
21
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period from 6 July 2016 to 30 June 2017
Contributed
equity
US$
Notes
Reserves
US$
Accumulated
losses
US$
Total
US$
Balance at 6 July 2016
Loss for the period
Other comprehensive income
7(b)
Total comprehensive income for
the period
Transactions with owners in their
capacity as owners:
Contributions of equity, net of
-
-
-
-
-
-
-
-
(5,331,794)
(5,331,794)
309,101
-
309,101
309,101
(5,331,794)
(5,022,693)
transaction costs and tax
7(a)
10,793,542
-
Common control reserve
Options issued
7(b)
7(b)
-
-
(1,208,466)
447,072
-
-
-
10,793,542
(1,208,466)
447,072
Balance at 30 June 2017
10,793,542
(452,293)
(5,331,794)
5,009,455
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
22
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period from 6 July 2016 to 30 June 2017
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
From 6 July 2016
to 30 June 2017
US$
Notes
512,246
(4,983,129)
1,754
Net cash outflow from operating activities
8(a)
(4,469,129)
Cash flows from investing activities
Payments for property, plant and equipment
6(a)
(857,474)
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from issues of shares and other equity securities
Transaction costs related to issue of shares
Net cash inflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial period
Effects of exchange rate changes on cash and cash equivalents
(857,474)
9,869,784
(802,510)
9,067,274
3,740,671
-
309,101
Cash and cash equivalents at end of period
5(b)
4,049,772
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1
Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker.
The group has reviewed its operations and believe only one reportable segment under AASB 8 Operating Segments exists.
During the period from 6 July 2016 to 30 June 2017, US$1,051,492 of the Group's revenue depended on two key
customers. All revenues and non-current assets of the Group are located in the United States of America.
2
Revenue
The Group derives the following types of revenue:
Sale of goods
Services
From 6 July 2016
to 30 June 2017
US$
312,846
906,942
1,219,788
(a)
Recognising revenue from major business activities
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net
of returns, trade allowances, rebates and amounts collected on behalf of third parties.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic
benefits will flow to the entity and specific criteria have been met for each of the Group's activities as described below.
The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction
and the specifics of each arrangement.
Revenue is recognised for the major business activities using the methods outlined below.
(i)
Sale of goods
Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer of significant
risks and rewards of ownership of the goods and the cessation of all involvement in those goods.
(ii)
Provision of services
Revenue relating to the provision of services is determined with reference to the stage of completion of the transaction at
reporting date and where the outcome of the contract can be estimated reliably. Stage of completion is determined with
reference to the services performed to date as a percentage of total anticipated services to be performed. Where the
outcome cannot be estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.
When it is probable that the total contract costs will exceed the total contract revenue, the expected loss is recognised as
an expense immediately through the consolidated statement of profit or loss and other comprehensive income.
All revenue is stated net of the amount of goods and services tax (GST).
(b)
Critical judgements in calculating amounts
Revenue relating to the provision of services is recognised based on management’s best estimation of the forecast of final
cost required to complete the service and the forecast of final margin to be recognised. Management reviews these
forecasts on a regular basis and adjusts revenue recognised when there are material changes.
24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3
Other operating income and expense items
(a)
Break down of expenses by nature
Employee related expenses
Materials and consumables used
Other costs
Cost of sales
Marketing consultants
Travelling expenses
Business development expenses
Selling and marketing
Employee related expenses
Rent and occupancy costs
Accounting, audit, legal and taxation expenses
Investor relation expenses
Other consulting expenses
Insurance expenses
Depreciation expenses
Other expenses
General and administration
Internal research and development
Internal research and development
Total cost of sales and other operating expenses
From 6 July 2016
to 30 June 2017
US$
270,235
877,820
386,237
1,534,292
272,705
57,820
13,726
344,251
1,628,673
556,399
293,015
503,994
475,499
45,534
50,808
490,857
4,044,779
630,015
630,015
6,553,337
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25
3
Other operating income and expense items (continued)
(b)
Finance income and costs
Finance income
Interest income
Finance income
There have been no finance costs incurred during the reporting period.
4
Income tax expense
(a)
Income tax expense
Income tax expense
From 6 July 2016
to 30 June 2017
US$
1,755
1,755
From 6 July 2016
to 30 June 2017
US$
-
(b)
Numerical reconciliation of income tax expense to prima facie tax payable
Profit from continuing operations before income tax expense
Tax at the Australian tax rate of 27.5%
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Share-based payments
Other non-deductible expenses
Subtotal
Effect of different tax rates of subsidiaries operating in other taxation jurisdictions
Future tax benefits not recognised as an asset
Income tax expense
From 6 July 2016
to 30 June 2017
US$
(5,331,794)
(1,466,243)
132,543
169,014
(1,164,686)
(302,732)
1,467,418
-
The weighted average effective tax rate of the Group for the period from 6 July 2016 to 30 June 2017 was
nil%.
26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4
Income tax expense (continued)
(c)
Tax losses
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit (Australia @ 27.5%, Overseas @ 35.0%)
5
Financial assets and financial liabilities
(a)
Trade and other receivables
30 June 2017
Trade receivables
Accrued income
Current
US$
63,270
64,043
Provision for impairment of receivables (see note 10(b))
(26,500)
100,813
From 6 July 2016
to 30 June 2017
US$
4,366,921
1,467,418
Non-
current
US$
-
-
-
-
Total
US$
63,270
64,043
(26,500)
100,813
(i)
Classification as trade and other receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of
business. If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are
presented as non-current assets. Trade receivables are generally due for settlement in accordance with the milestones
specified in the Non-Recurring Engineering contracts with customers, which are typically less than one year and
therefore are all classified as current. The Group’s impairment and other accounting policies for trade and other
receivables are outlined in notes 10(b) and 22(h) respectively.
(ii)
Fair value of trade and other receivables
Due to the short-term nature of the current receivables, their carrying amount is assumed to be the same as their fair
value.
(iii)
Accrued income
Accrued income represents the expected recoverable amount of revenue from NRE services rendered by the Group. Refer
to note 2(a)(ii) for further details.
(iv)
Impairment and risk exposure
Information about the impairment of trade and other receivables, their credit quality and the group’s exposure to credit
risk, foreign currency risk and interest rate risk can be found in note 10(a) and 10(b).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27
5
Financial assets and financial liabilities (continued)
(b)
Cash and cash equivalents
Current assets
Cash at bank and in hand
30 June 2017
US$
4,049,772
(i)
Reconciliation to cash flow statement
The above figures reconcile to the amount of cash shown in the statement of cash flows at the end of the financial period
as follows:
Balances as above
Balances per consolidated statement of cash flows
(ii)
Classification as cash equivalents
30 June 2017
US$
4,049,772
4,049,772
Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of
acquisition and are repayable with 24 hours notice with no loss of interest. See note 22(g) for the group’s other accounting
policies on cash and cash equivalents.
(iii)
Risk exposure
The Group's exposure to interest rate risk is discussed in note 10. The maximum exposure to credit risk at the end of the
reporting period is the carrying amount of each class of cash and cash equivalents mentioned above.
(c)
Trade and other payables
Current liabilities
Trade payables*
Accrued expenses
30 June 2017
US$
156,368
218,067
374,435
*includes US$18,647 due to director related parties of the Group.
Trade and other payables are unsecured and are usually paid within 30 to 60 days of recognition.
The carrying amounts of trade and other payables are assumed to be the same as their fair values, due to their short-
term nature.
(i)
Risk exposure
Information about the Group's exposure to foreign exchange risk is provided in note 10.
28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Non-financial assets and liabilities
(a)
Property, plant and equipment
R&D
equipment
Furniture and
fixtures
Leasehold
improvements
Other fixed
assets
US$
US$
US$
US$
-
-
-
-
-
-
-
-
-
-
-
-
Total
US$
-
-
-
At 6 July 2016
Cost or fair value
Accumulated depreciation
Net book amount
Period ended 30 June 2017
Additions
780,904
20,765
35,146
20,659
857,474
Depreciation charge
(45,026)
(863)
(979)
(3,940)
(50,808)
Closing net book amount
735,878
19,902
34,167
16,719
806,666
At 30 June 2017
Cost
780,904
20,765
35,146
20,659
857,474
Accumulated depreciation
(45,026)
(863)
(979)
(3,940)
(50,808)
Net book amount
735,878
19,902
34,167
16,719
806,666
(i)
Depreciation methods and useful lives
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values,
over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and
equipment, the shorter lease term as follows:
• R&D equipment
• Furniture and fixtures
• Leasehold improvements
• Other fixed assets
6 years
5 years
5 years
3 years
See note 22(j) for the other accounting policies relevant to property, plant and equipment.
(b)
Inventories
Current assets
Cost
Provision for loss- making contracts
30 June 2017
US$
580,229
(223,738)
356,491
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29
6
(i)
Non-financial assets and liabilities (continued)
Assigning costs to inventories
Inventories are measured at the cost of manufactured products including direct materials, direct labour
and an appropriate portion of variable and fixed overheads.
Costs incurred in the rendering of NRE services are measured at the cost of direct labour, direct materials
(including consumables) and an appropriate portion of variable and fixed overheads. These costs are
recognised on the basis that they are recoverable.
7
Equity
(a)
Contributed equity
Ordinary Shares
30 June 2017
30 June 2017
Notes
No of Shares
US$
Ordinary shares - fully paid
7(a)(i), 7(a)(ii)
122,100,000
10,793,542
Total contributed equity
122,100,000
10,793,542
(i)
Movements in ordinary share:
Opening balance 6 July 2016
Issue of shares to founders
30 June 2017
30 June 2017
No of Shares
US$
-
35,125,000
-
2,663
Issue of shares to Triton Inc. as consideration for the acquisition of Sensera
14,875,000
1,691,366
Inc.
Issue of shares to sophisticated and institutional investors
22,000,000
2,668,284
Less: transaction costs
-
(146,756)
Issue of shares from Initial Public Offering
50,000,000
7,201,500
Less: transaction costs
-
(655,754)
Issue of shares to a consultant for service rendered
100,000
32,239
Balance 30 June 2017
122,100,000
10,793,542
(ii)
Ordinary shares
Ordinary shares have no par value. They entitle the holder to participate in dividends, and to share in the
proceeds of winding up the Company in proportion to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to
one vote, and upon a poll each share is entitled to one vote.
The Company does not have a limited amount of authorised capital.
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7
Equity (continued)
(b)
Reserves
The following table shows a breakdown of the balance sheet line item ‘Reserves’ and the movements in
these reserves during the period. A description of the nature and purpose of each reserve is provided below
the table.
Common
control
reserve
Share- based
payments
Foreign
currency
translation
Notes
US$
US$
US$
Total
US$
Balance at 6 July 2016
Currency translation
differences in current period
Share-based payment
18
expenses
-
-
-
-
-
-
-
309,101
309,101
447,072
-
-
447,072
(1,208,466)
From business combination
(1,208,466)
-
At 30 June 2017
(1,208,466)
447,072
309,101
(452,293)
(i)
Common control reserve
Recognises differences arising from the business combination between Sensera Limited and Sensera Inc.
under the pooling of interest method.
(ii)
Share-based payments
The share-based payments reserve is used to recognise:
•
•
•
the grant date fair value of options issued to employees and consultants but not exercised
the grant date fair value of shares issued to employees and consultants
the grant date fair value of deferred shares granted to employees and consultants but not yet vested
Balance 6 July 2016
Issue of options to consultants
Balance 30 June 2017
No of Options
US$
-
3,000,000
3,000,000
-
447,072
447,072
During the period, the Group issued the following options to its consultants. For further details, see note 18.
Date
Details
Number
Fair value per option
Total fair value
26-Apr-17
Issue of options to
500,000
0.140
69,967
consultants
26-Apr-17
Issue of options to
750,000
0.144
108,175
consultants
26-Apr-17
Issue of options to
1,750,000
0.154
268,930
consultants
3,000,000
447,072
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31
7
Equity (continued)
(iii)
Foreign currency translation
Recognises foreign exchange differences arising from the translation of domestic operations into US$.
8
Cash flow information
(a)
Reconciliation of profit after income tax to net cash inflow from operating activities
Loss for the period
Adjustment for
Depreciation and amortisation
Start-up costs
Share-based payments
Change in operating assets and liabilities:
(Increase) in trade debtors
(Increase) in inventories
(Increase) decrease in other operating assets
(Decrease) increase in trade creditors
(Decrease) increase in other operating liabilities
Net cash inflow (outflow) from operating activities
From 6 July 2016
to 30 June 2017
US$
(5,331,794)
50,808
482,900
481,975
(100,813)
(356,491)
(89,063)
362,488
30,861
(4,469,129)
(b)
Non-cash investing and financing activities
There have been no non-cash investing activities during the period.
During the reporting period, the Group had the following non-cash financing activities:
•
•
Issue of shares to Triton Inc. as consideration for the acquisition of Sensera Inc. - see note 12 and 7(a)(i).
Issue of shares to consultants in exchange for service - see note 7(a)(i).
32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9
Critical estimates, judgements and errors
The preparation of financial statements requires the use of accounting estimates which, by definition, will
seldom equal the actual results. Management also needs to exercise judgement in applying the group’s
accounting policies.
(a)
Significant estimates and judgements
The areas involving significant estimates or judgements are:
• Estimation of revenue relating the the provision of services - see note 2(b) for further details.
• Valuation of share-based payment expense - the value attributed to share options issued is an estimate
calculated using an appropriate mathematical formula based on an option pricing model. The choice of models
and the resultant option value require assumptions to be made in relation to the likelihood and timing of the
conversion of the options to shares and the value of volatility of the price of the underlying shares. Refer to note
18 for more details.
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that may have a financial impact on the entity and that are
believed to be reasonable under the circumstances.
10
Financial risk management
This note explains the Group's exposure to financial risks and how these risks could affect the Group’s
future financial performance. Current period profit and loss information has been included where relevant
to add further context.
Risk
Exposure arising from
Measurement
Management's assessment and
control
Market risk -
Transactions denominated in
Cash flow forecasting
Management has assessed and
foreign exchange
AUD from the Group's
domestic operations
concluded its operations in Australia
to be insignificant as compared to the
overall operations of the Group and
thus no specific management is
required to mitigate this risk
Translation of the Group's
N/A
N/A
domestic operations to US$
upon consolidation
Credit risk
Receivables from Non-
Cash flow forecasting
Management works closely with its
Recurring Engineering
contracts which are only
collectible upon completion of
milestones specified in the
contracts
key customers to ensure that
milestones are achieved in a timely
manner in order to receive payments
for services provided
Liquidity risk
Ability to repay creditors when
Cash flow forecasting
Management reviews the Group's
payments are due
cash position and run rate (versus
budget) on a monthly basis to ensure
payments are made when they fall
due
The Group’s financial risk management is carried out by the Board of Directors and the Group's senior
management team in identifying, evaluating and hedging financial risks (if required) in close co-operation
with the Group’s operating units.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
33
10
Financial risk management (continued)
(a)
(i)
Market risk
Foreign exchange risk
Given its limited operations in Australia, management has assessed and concluded the Group's exposure to
foreign exchange risk to be minimal.
Amounts recognised in profit or loss and other comprehensive income
During the year, the following foreign-exchange related amounts were recognised in profit or loss and
other comprehensive income:
From 6 July 2016
to 30 June 2017
US$
Amounts recognised in profit or loss
Net foreign exchange gain/(loss) included in general and administration expenses
(384,378)
Net gain (losses) recognised in other comprehensive income (note 7(b))
Net foreign currency gain/(loss) from translation of foreign entity
309,101
Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from AUD denominated
financial instruments and the impact on other components of equity arises from the translation of foreign
entity financial statements into US$.
Impact on
post-tax profit
Impact on other
components of equity
2017
US$
4,653
(4,653)
2017
US$
6,272
(6,272)
Index
US$/AUD exchange rate - increase 2%
US$/AUD exchange rate - decrease 2%
Holding all other variables constant
(b)
Credit risk
Credit risk arises from cash and cash equivalents with banks and financial institutions, as well as credit exposures to
customers who are public and private organisations in the technology industry, including outstanding receivables.
(i)
Risk management
Cash and cash equivalents are held at reputable banks and financial institutions in Australia and the United States of
America.
The Group's customer base consists of public sectors, listed companies in the U.S and large and reputable private
entities. Management maintain a close relationship with its customer executives and senior management to ensure that
milestones specified in the contracts are met on a timely manner. Management updates its cost forecast on a regular
basis for all on-going contracts. In the event of total forecasted costs exceeding total forecasted revenue, a provision for
onerous contract is provided and charged to the Group's profit or loss for the period. For the period from 6 July 2016 to 30
June 2017, the Group has provided for US$26,500 in relation to one onerous contract.
(ii)
Past due but not impaired
As at 30 June 2017, there were no trade receivables which were past due but not impaired.
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10
Financial risk management (continued)
(c)
(i)
Liquidity risk
Maturities of financial liabilities
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal
their carrying balances as the impact of discounting is not significant.
Contractual
maturities of
financial liabilities
Less than 6
months
6 - 12
months
Between 1
and 5 years
Over 5 years
Total
contractual
cash flows
Carrying
amount
(assets)/
liabilities
At 30 June 2017
US$
US$
US$
US$
US$
US$
Trade payables
156,368
156,368
-
-
-
-
-
-
156,368
156,368
156,368
156,368
11
Capital management
(a)
Risk management
The Group's objectives when managing capital are to:
•
safeguard their ability to continue as a going concern, so that they can continue to provide returns for
shareholders and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure while
avoiding excessive leverage. The Group manages the capital structure and makes adjustments to it in the light of changes
in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new
shares, or sell assets to reduce debt.
As at 30 June 2017, the Group had no external debt outstanding.
(b)
Dividends
There have been no dividends declared or paid during the period from 6 July 2016 to 30 June 2017. The Group’s franking
account balance remained as US$nil at 30 June 2017.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
35
12
Business combination
On 19 August 2016, the Parent Company, Sensera Limited, acquired all of the issued and outstanding shares of the
controlled entities as detailed in 13(a) (“the combining entities”). Due to the existence of common control, the combination
is not within the definition of a business combination in accordance with Accounting Standard AASB 3 Business
Combinations.
The Directors have accounted for the combination using the “pooling method” as detailed below:
• The assets and liabilities of the combining entities are reflected at their carrying amounts;
• No adjustments have been made to reflect fair values, or recognise any new assets or liabilities, that would
otherwise have been done under the purchase method. The only adjustments that have been made were to
harmonise accounting policies;
• No new goodwill has been recognised as a result of the combination;
• The income statement reflects the results of the combining entities for the period from 6 July 2016 to 30 June
2017 (the “reporting period”); and
• Comparative information has not been presented as there was no consolidated Group in existence during the
prior year.
The common control business combination was transacted by Sensera Limited acquiring all of the shares in Sensera Inc.,
by the issuance of 14,875,000 ordinary shares in Sensera Limited. At the date of the combination, the carrying value of the
net identifiable assets of Sensera Inc. was $482,900.
No contingent consideration arrangement in relation to this business combination exists.
13
Interests in other entities
(a)
Material subsidiaries
The Group’s principal subsidiaries at 30 June 2017 are set out below. Unless otherwise stated, they have share capital
consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held
equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of
business.
Place of
business/ country
of incorporation
Ownership interest
held by the group
2017
%
Ownership interest held by
non-controlling interests
2017
%
Name of entity
Principal activities
Sensera Inc.
United States of
100
-
Design and manufacture
America
of specialised high
performance
microsensors and MEMS
14
Contingent liabilities and contingent assets
The Group had no contingent liabilities at 30 June 2017.
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15
Commitments
(a)
Capital commitments
The Group has no capital commitments as at 30 June 2017.
(b)
Non-cancellable operating leases
As 30 June 2017, the Group had the following non-cancellable operating lease contracted but not capitalised in the
financial statements:
Commitments for minimum lease payments in relation to non-cancellable operating
leases are payable as follows:
Within one year
Later than one year but not later than five years
Later than five years
30 June 2017
US$
427,677
-
-
427,677
This lease relates to the non-cancellable office lease in the USA. The lease as a one year term with a five
year exercisable renewal option. The current lease expires on 28 February 2018.
16
Events occurring after the reporting period
On 23 August 2017, the Group completed its acquisition of 100% equity interest in Nanotron Technologies GmbH
("Nanotron"), a private company based in Berlin, Germany for a total consideration of EUR6.4 million, payable in both cash
and fully paid ordinary shares in the Group. Nanotron is a leading provider of location-awareness services based in Berlin,
Germany specialising in the design, development and sale of chips, modules and software that enable precise real-time
positioning and concurrent wireless communication.
On 21 August 2017, the Group raised a total of AUD4.6 million (before transaction costs) under a placement to
sophisticated and professional investors, via an issue of 14,330,000 fully paid ordinary shares. The proceeds from this
placement will be used, along with the Group's existing cash reserve to fund the acquisition of Nanotron.
No other matter or circumstance has occurred subsequent to period end that has significantly affected, or may
significantly affect, the operations of the Group, the results of those operations or the state of affairs of the Group or
economic entity in subsequent period from 6 July 2016 to 30 June 2017.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
37
17
Related party transactions
(a)
Parent entities
Sensera Limited is the parent entity of the Group. The company was incorporated in Australia and is currently a public
company and listed on the ASX.
(b)
Subsidiaries
Interests in subsidiaries are set out in note 13(a).
(c)
Key management personnel compensation
Short-term employee benefits
Detailed remuneration disclosures are provided in the remuneration report on pages 11 to 13.
(d)
Other transactions with related parties
The following transactions occurred with related parties:
Transactions with directors related parties:
Placement fees for IPO
Lead manager retainer fees
Options issued as consultants
Transactions with other related parties:
General service agreement fees
Services provided
Sublease expense
Reimbursement of expenses
(e)
Terms and conditions
From 6 July 2016
to 30 June 2017
US$
221,866
From 6 July 2016
to 30 June 2017
US$
499,254
33,176
74,477
322,380
25,450
300,000
147,772
All transactions with related parties were made on normal commercial terms and conditions and at market
rates.
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18
Share-based payments
(a)
Options issued to consultants
Set out below are summaries of options granted to consultants during the period:
As at 6 July 2016
Granted during the year
Exercised during the year
Forfeited during the year
As at 30 June 2017 - outstanding
Vested and exercisable at closing balance
2017
Average exercise price per
share option AUD
-
0.44
-
-
0.44
0.44
2017
Number
of options
-
3,000,000
-
-
3,000,000
3,000,000
No options expired during the periods covered by the above tables.
Share options outstanding at the end of the year have the following expiry date and exercise prices.
Grant date
26-Apr-17
26-Apr-17
26-Apr-17
Expiry date
25-Apr-18
25-Apr-19
25-Apr-20
Exercise price
AUD
No. of share options
30 June 2017
0.300
0.400
0.500
500,000
750,000
1,750,000
3,000,000
Weighted average remaining contractual life of options outstanding at end of period
2.24
All options vested immediately on grant date.
(i)
Fair value of options granted
The model inputs for options granted during the period from 6 July 2016 to 30 June 2017 included:
Exercise
price
AUD
Number of
options
granted
Expected
share price
volatility
Grant date
Years to
expiry
Dividend
yield
26-Apr-17
0.300
500,000
26-Apr-17
0.400
750,000
79%
79%
26-Apr-17
0.500
1,750,000
79%
1
2
3
Nil
Nil
Nil
3,000,000
Risk-free
interest
rate
Fair value
at grant
date
US$
1.71%
69,967
1.71%
108,175
1.85%
268,930
447,072
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
39
18
Share-based payments (continued)
(b)
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as
follows:
Shares issued to consultants
Options issued to consultants
30 June 2017
US$
32,239
447,072
479,311
19
Remuneration of auditors
During the period the following fees were paid or payable for services provided by the auditor of the parent
entity, its related practices and non-related audit firms:
Grant Thornton Audit Pty Ltd firm and related entities and other Grant Thornton network
(a)
firms
(i)
Audit and other assurance services
Audit and review of financial statements
Total remuneration for audit and other assurance services
(ii)
Taxation services
Tax compliance services
Total remuneration for taxation services
(iii)
Other services
Consulting services
Total remuneration for other services
Total auditors' remuneration
From 6 July 2016
to 30 June 2017
US$
85,181
85,181
7,540
7,540
68,984
68,984
161,705
It is the Group policy to employ Grant Thornton Audit Pty Ltd and its related entities and other Grant Thornton network
firms on assignments additional to their statutory audit duties where Grant Thornton Audit Pty Ltd expertise and
experience with the Group are important. These assignments are principally tax advice and due diligence reporting on
acquisitions, or where Grant Thornton Audit Pty Ltd is awarded assignments on a competitive basis. It is the Group's
policy to seek competitive tenders for all major consulting projects.
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20
Loss per share
(a)
Basic loss per share
From continuing operations attributable to the ordinary equity holders of the company
Total basic earnings per share attributable to the ordinary equity holders of the Company
(b)
Diluted loss per share
From continuing operations attributable to the ordinary equity holders of the company
Total diluted earnings per share attributable to the ordinary equity holders of the Company
(c)
Reconciliation of earnings used in calculating loss per share
Basic loss per share
Loss attributable to the ordinary equity holders of the Company used in calculating basic
loss per share:
Diluted loss per share
Loss from continuing operations attributable to the ordinary equity holders of the
Company
(d)
Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as the denominator in calculating basic
& diluted loss per share
From 6 July 2016
to 30 June 2017
US Cents
5.67
5.67
From 6 July 2016
to 30 June 2017
US Cents
5.67
5.67
From 6 July 2016
to 30 June 2017
US$
5,331,794
5,331,794
2017
Number
93,961,003
The outstanding share options as at 30 June 2017 are considered to be anti-dilutive and therefore were
excluded from the diluted weighted average number of ordinary shares calculation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
41
21
Parent entity financial information
(a)
Summary financial information
The individual financial statements for the parent entity shows the following aggregate amounts:
Statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Shareholders' equity
Issued capital
Reserves
Share-based payments
Foreign currency translation
Accumulated losses
Profit or loss for the period
30 June 2017
US$
412,410
10,006,250
10,418,660
(164,315)
10,254,345
10,793,542
447,072
309,101
(1,295,370)
10,254,345
(1,295,370)
As at 30 June 2017, the intercompany loan balance between the parent entity and its subsidiary amounted
to US$8,314,884.
(b)
Guarantees entered into by the parent entity
There have been no guarantees entered into by the parent entity during the period ended 30 June 2017.
(c)
Contingent liabilities of the parent entity
The parent entity did not have any contingent liabilities as at 30 June 2017.
42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22
Summary of significant accounting policies
This note provides a list of all significant accounting policies adopted in the preparation of this consolidated financial
statements. These policies have been consistently applied to all the periods presented, unless otherwise stated. The
financial statements are for the Group consisting of Sensera Limited and its subsidiaries.
(a)
Basis of preparation
This general purpose financial statements has been prepared in accordance with Australian Accounting Standards and
interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Sensera Limited is
a for-profit entity for the purpose of preparing the financial statements.
The annual report covers the period from 6 July 2016 to 30 June 2017.
(i)
Compliance with IFRS
The consolidated financial statements of the Sensera Limited Group also complies with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(ii)
Historical cost convention
This financial statements has been prepared under the historical cost basis.
(iii)
Going concern
The Group incurred a net loss of US$5,331,794, and had operating cash outflows of US$4,469,129 for the period from 6
July 2016 to 30 June 2017. As at 30 June 2017, the Group's cash and cash equivalents balance was US$4,049,772.
The annual report have been prepared on a going concern basis. In the process of approving the Group's internal
forecast and business plan for the upcoming fiscal years, the Board has considered the cash position of the Group
within the next 12 months from the date of this report. The Board acknowledges the possibility of additional funding to
be required in order to meet the Group's working capital requirements and other capital commitments. To the date of
this report, the Group has successfully raised US$9,869,784 from issuing shares (including the proceeds from IPO of
AUD10 million) and AUD 4.6 million from a placement to sophisticated and professional investors.
Based on the above considerations, the Board has assessed the resources and opportunities available to the Group, and
consequently believe that the Group will be able to repay its debts as and when they fall due.
(iv)
New and amended standards adopted by the group
The group has applied the following standards and amendments for first time in their annual reporting period
commencing 6 July 2016:
• AASB 2014-1 Amendments to Australian Accounting Standards (including Part A: Annual Improvements 2010-
2012 and 2011-2013 Cycles and Part B: Defined Benefit Plans: Employee Contributions - Amendments to AASB
119)
The Group also elected to adopt the following two standards early:
• AASB 2015-1 Amendments to Australian Accounting Standards - Annual Improvements to Australian
Accounting Standards 2012-2014 Cycle, and
• AASB 2015-2 Amendments to Australian Accounting Standards - Disclosure Initiative: Amendments to AASB
101.
As these amendments merely clarify the existing requirements, they do not affect the group’s accounting policies or any
of the disclosures.
(v)
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2017
reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new
standards and interpretations is set out below.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
43
22
Summary of significant accounting policies (continued)
(a)
Basis of preparation (continued)
Title of standard
Nature of change
Impact
AASB 15
Revenue from
Contracts with
Customers
AASB 16
Leases
The AASB has issued a new standard
for the recognition of revenue. This will
replace AASB 118 which covers
revenue arising from the sale of goods
and the rendering of services and
AASB 111 which covers construction
contracts. This standard will also add
some revenue-related Interpretations:
• establishes a new
recognition model
revenue
• changes the basis for deciding
whether
to be
revenue
recognised over time or at a
point in time
is
• provides new and more detailed
guidance on specific topics (e.g.
multiple element arrangements,
variable pricing, rights of return,
warranties and licensing)
• expands
and
improves
disclosures about revenue.
The standard permits either a full
retrospective or a modified
retrospective approach for the
adoption.
AASB 16 was issued in February 2016.
It will result in almost all leases being
recognised on the balance sheet, as
the distinction between operating and
finance leases is removed. Under the
new standard, an asset (the right to
use the leased item) and a financial
liability to pay rentals are recognised.
The only exceptions are short term and
low-value leases.
The accounting for lessors will not
significantly change.
Mandatory application
date/ Date of adoption
by group
Must be applied for
financial years
commencing on or after
1 January 2018.
Management has considered the
recognition and measurement
requirements of AASB 15 in
conjunction with the existing
contracts between the Group and
its customers. Based on this
assessment, management
concluded that there would have
been no difference to the
recognition and measurement of
revenue had AASB 15 been
adopted and applied during the
reporting period, as compared to
the current accounting policy on
revenue.
Mandatory for financial
years commencing on
or after 1 January 2019.
At this stage, the Group
does not intend to adopt
the standard before its
effective date.
Management has considered the
recognition and measurement
requirements of AASB 16 in
conjunction with the existing
operating lease agreements
between the Group and its
suppliers. Based on this
assessment, management
concluded that there would have
been a material impact to the
financial statements had AASB 16
been adopted and applied during
the period, as compared to the
current accounting policy on
leases. As at 30 June 2017, the
Group had an outstanding
operating lease commitment of
US$427,677, see note 15.
There are no other standards that are not yet effective and that would be expected to have a material impact on the entity
in the current or future reporting periods and on foreseeable future transactions.
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22
Summary of significant accounting policies (continued)
(b)
(i)
Principles of consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity
when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The "pooling method" of accounting is used to account for common control business combinations by the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.
The consolidated financial statements incorporates the assets and liabilities of all subsidiaries of Sensera Limited
('Company' or 'parent entity') as at 30 June 2017 and the results of all subsidiaries for the period then ended. Sensera
Limited and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated
from the date that control ceases.
(c)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker.
The board of Sensera Limited has appointed a strategic steering committee which assesses the financial performance
and position of the Group, and makes strategic decisions. The steering committee, which has been identified as being the
chief operating decision maker, consists of the chief executive officer, the chief financial officer and the manager for
corporate planning.
(d)
(i)
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary
economic environment in which the entity operates ('the functional currency'). The consolidated financial statements is
presented in US dollars (US$), which is Sensera Limited's functional and presentation currency.
(ii)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net
investment hedges or are attributable to part of the net investment in a foreign operation.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated income statement, within
finance costs. All other foreign exchange gains and losses are presented in the consolidated income statement on a net
basis within other income or other expenses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are
reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities
such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or
loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets
are recognised in other comprehensive income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
45
22
(iii)
Summary of significant accounting policies (continued)
Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency as
follows:
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that
balance sheet
•
income and expenses for each consolidated income statement and consolidated statement of comprehensive
income are translated at average exchange rates (unless this is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions), and
• all resulting exchange differences are recognised in other comprehensive income.
(e)
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net
of returns, trade allowances, rebates and amounts collected on behalf of third parties.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic
benefits will flow to the entity and specific criteria have been met for each of the Group's activities as described below.
The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction
and the specifics of each arrangement.
The specific accounting policies for the group’s main types of revenue are explained in note 2.
(i)
Interest income
Interest income is recognised using the effective interest method. When a receivable is impaired, the Group reduces the
carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective
interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired
loans is recognised using the original effective interest rate.
(f)
Income tax
The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company's subsidiaries and associates operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be
paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax
liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not
accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined
using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are
expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those
temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax
bases of investments in foreign operations where the company is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future.
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
47
22
Summary of significant accounting policies (continued)
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities
are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or
directly in equity, respectively.
(g)
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk
of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance
sheet.
(h)
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less provision for impairment. See note 5(a) for further information about the group’s accounting for
trade receivables and note 10(b) for a description of the Group's impairment policies.
(i)
(i)
Inventories
Work in progress
Work in progress are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour
and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal
operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of
purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling
price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to
make the sale.
(j)
Property, plant and equipment
The Group's accounting policy for land and buildings is explained in note 6(a). All other property, plant and equipment is
stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised
when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they
are incurred.
The depreciation methods and periods used by the group are disclosed in note 6(a).
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit
or loss.
(k)
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of period from 6 July
2016 to 30 June 2017 which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the
reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the
effective interest method.
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22
Summary of significant accounting policies (continued)
(l)
(i)
Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be
settled wholly within 12 months after the end of the period in which the employees render the related service are
recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts
expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in
the balance sheet.
(m)
Contributed equity
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.
(n)
Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion
of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
(o)
(i)
Loss per share
Basic loss per share
Basic loss per share is calculated by dividing:
•
the loss attributable to owners of the Company, excluding any costs of servicing equity other than ordinary
shares
• by the weighted average number of ordinary shares outstanding during the period from 6 July 2016 to 30 June
2017.
(ii)
Diluted loss per share
Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account:
•
•
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares, and
the weighted average number of additional ordinary shares that would have been outstanding assuming the
conversion of all dilutive potential ordinary shares.
(p)
Rounding of amounts
The Company is of a kind referred to in ASIC Corporations Instrument 2016/91 (Rounding in Financial/Director Report),
issued by the Australian Securities and Investments Commission, relating to the 'rounding off' of amounts in the financial
statements. Amounts in the financial statements have been rounded off in accordance with that Class Order to the
nearest dollar.
(q)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as
part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
49
22
Summary of significant accounting policies (continued)
(r)
Parent entity financial information
The financial information for the parent entity, Sensera Limited, disclosed in note 21 has been prepared on the same basis
as the consolidated financial statements, except as set out below.
(i)
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost in the financial statements of Sensera Limited. Dividends received
from associates are recognised in the parent entity's profit or loss when its right to receive the dividend is established.
(ii)
Financial guarantees
Where the parent entity has provided financial guarantees in relation to loans and payables of subsidiaries for no
compensation, the fair values of these guarantees are accounted for as contributions and recognised as part of the cost of
the investment.
(iii)
Intercompany loans
Intercompany loan transactions between the companies within the Group are recognised at costs and eliminated on
consolidation.
50
SENSERA LIMITED: DIRECTORS' DECLARATION - 30 JUNE 2017
SENSERA LIMITED: DIRECTORS' DECLARATION - 30 JUNE 2017
In the Directors' opinion:
(a)
the financial statements and notes set out on pages 22 to 51 are in accordance with the Corporations
Act 2001, including:
i.
ii.
complying with Australian Accounting Standards (including the Australian Accounting
Interpretations), and the Corporations Regulations 2001, and
giving a true and fair view of the consolidated entity's financial position as at 30 June 2017 and of
its performance for the period ended on that date, and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
Note 22(a) confirms that the financial statements also complies with International Financial Reporting Standards.
The Directors have been given the declarations by the chief executive officer and chief financial officer required by section
295A of the Corporations Act 2001 for the year ended 30 June 2017.
This declaration is made in accordance with a resolution of Directors.
Matthew Morgan
Director
Brisbane
31 August 2017
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENSERA LIMITED
51
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
SENSERA LIMITED
52
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENSERA LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENSERA LIMITED
53
54
SHAREHOLDER INFORMATION - 30 JUNE 2017
SHAREHOLDER INFORMATION - 30 JUNE 2017
The shareholder information set out below was applicable as at 11 September 2017.
A.
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
Holding
1 - 1000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
No. of holders
No. of shares
21
64
82
296
186
649
1,443
193,000
716,019
13,412,335
121,936,700
136,259,497
B.
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Ordinary shares
Number held
% of issued
shares
Name
TRITON SYSTEMS INC
NEWBURYPORT CAPITAL LTD
MAPLE MANAGEMENT LTD
J P MORGAN NOMINEES AUSTRALIA LIMITED
OLIVAB PTY LTD
SANDHURST TRUSTEES LTD
DR STUART LLOYD PHILLIPS & MRS FIONA JANE PHILLIPS
DEAD KNICK CAPITAL PTY LTD
JINDABYNE CAPITAL PTY LTD
MR JACK SALERNO
JOHN W KING NOMINEES PTY LTD
11,875,000
10,025,000
9,740,000
7,203,250
2,375,000
2,283,750
2,250,000
2,000,000
1,700,000
1,625,000
1,562,500
MR PAUL HENRI VERON & MRS JULIE ANNE VERON
1,500,000
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR BILLY HARKIN & MRS AMANDA ANNE HARKIN
AUST EXECUTOR TRUSTEES LTD
A L R INVESTMENTS PTY LTD
BL FAMILY NOMINEES PTY LTD
BNP PARIBAS NOMINEES PTY LTD
SZABO INVESTMENT NOMINEES PTY LTD
INVERNESS INVESTMENTS PTY LTD
1,406,625
1,400,000
1,293,750
1,250,000
1,250,000
1,210,634
1,150,000
1,150,000
8.71
7.36
7.15
5.29
1.74
1.68
1.65
1.47
1.25
1.19
1.15
1.10
1.03
1.03
0.95
0.92
0.92
0.89
0.84
0.84
64,250,509
47.16
SHAREHOLDER INFORMATION - 30 JUNE 2017
55
B.
Equity security holders (continued)
Unquoted equity securities
Unquoted options
Number
on issue
3,000,000
Number
of holders
12
One holder, MRS MARGARET JULIE WILLIAMS, holds 1,500,000 unquoted options which is more than 20% of these
securities.
Securities in escrow
Fully paid ordinary shares
50,125,000
22 December 2018
Number
of securities
Date that the escrow
period ends
C.
Substantial holders
Substantial holders in the company are set out below:
TRITON SYSTEMS INC
NEWBURYPORT CAPITAL LTD
MAPLE MANAGEMENT LTD
Number held
Percentage
11,875,000
10,025,000
9,740,000
8.71%
7.36%
7.15%
D.
Voting rights
The voting rights attaching to each class of equity securities are set out below:
(a)
(b)
Ordinary shares: on a show of hands every member present at the meeting in person or by proxy shall have
one vote and upon a poll each share shall have one vote.
Options: no voting rights.
E.
Listing rule 4.10.19 disclosure
For the purpose of ASX Listing Rule 4.10.19, the Board confirms that during the period from 22 December 2016 to 30 June
2017, the Company used its cash and assets readily convertible to cash in a manner consistent with its stated business
objectives.
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