Sensera develops a spectrum of products across MEMS and sensors to
wireless networked systems and software that drive an entire IoT platform
solution for Medtech, Mining and Animal Health markets
Sensera Limited
ACN 613 509 041
Annual Report
For the year ended 30 June 2018
2 Annual Report 2018
An Internet of Things (IOT) solution provider that delivers
sensor-based products transforming real-time data into
meaningful information, action and value
Contents
3
Contents
CONTENTS ............................................................................................................................................................................................. 3
CORPORATE DIRECTORY ..................................................................................................................................................................4
CHAIRMAN’S LETTER .......................................................................................................................................................................... 5
REVIEW OF OPERATIONS .................................................................................................................................................................. 7
DIRECTORS REPORT ........................................................................................................................................................................... 11
AUDITOR’S INDEPENDENCE DECLARATION ............................................................................................................................ 23
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ............................... 24
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ..................................................................................................... 25
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ...................................................................................................... 26
CONSOLIDATED STATEMENT OF CASH FLOWS .................................................................................................................... 27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ............................................................................................... 28
DIRECTORS' DECLARATION............................................................................................................................................................ 61
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENSERA LIMITED ........................................................... 62
SHAREHOLDER INFORMATION.................................................................................................................................................... 66
4 Annual Report 2018
Corporate Directory
Directors
Matthew Morgan
Non-Executive Chairman
Ralph Schmitt (appointed 6 November 2017)
Managing Director
Jonathan Tooth
Non-Executive Director
George Lauro
Non-Executive Director
Camillo Martino (appointed 1 July 2018)
Non-Executive Director
Secretary
Phillip Hains
Registered office
Level 3, 62 Lygon St
Carlton VIC 3053
Australia
(03) 9824 5254
Share register
Boardroom Pty Ltd
Grosvenor Place
Level 12, 225 George Street
Sydney NSW 2000
1300 737 760 (within Australia) or +61 2 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
http://www.sensera.com
Chairman’s Letter
5
Chairman’s Letter
Dear Shareholder
I am pleased to present the Sensera Limited Annual Report for the 2018 financial year, which reflects on an
important year in our Company’s growth as we continue to position Sensera as an emerging leader in the
rapidly growing IoT industry.
Having listed on the Australian Securities Exchange (ASX) in December 2016, the 2018 financial year
represented our first full year of operations as we expanded our capabilities via organic growth and a
strategic acquisition. We achieved revenue of US$6.35 million in FY18, a 420 per cent increase on the
previous year demonstrating adoption of our products and services. We expect continued growth in the
number of customers and revenue to support a stronger financial position over the coming 12 months.
Our acquisition of German company nanotron Technologies, a leading provider of location-awareness
systems (chips, modules and proprietary software) provided Sensera with the ability to accurately measure
an asset’s location and movement which is a fundamental component of an effective IoT solution. The
nanotron technology is a platform technology which can be deployed across multiple market sectors and
incorporate sensors and software to deliver valuable insights that drive business improvement outcomes for
corporate customers. The acquisition delivered immediate vertical integration, diversification of revenue by
market sector and a novel IP protected position on which to build a high growth IoT enterprise.
Post the acquisition, nanotron entered an exclusive two-year supply agreement with Smartbow, an
agricultural technology company which is a wholly owned subsidiary of Zoetis Inc (NYSE: ZTS) to deliver the
location awareness aspect of Smartbow’s farm animal health solution. During the year, this real-time location
system achieved market acceptance, and we are seeing a trend towards larger installations as awareness of
the technology grows. The Smartbow supply agreements are expected to have a material impact on our
revenue in coming years.
Ahead of Sensera’s acquisition of the business, nanotron previously sold its hardware to other companies
which developed the end-user solution. In agriculture, nanotron has worked with Smartbow to develop a
dairy cattle management system to manage herd health and increase dairy cattle yields. In mining collision
avoidance and safety, nanotron’s business model was traditionally to supply location awareness hardware
and software to mining system integrators to develop specific IoT solutions. This model is now changing
and Sensera intends to expand vertically into select parts of the value chain to provide a wholly-owned IoT
solution which Sensera deploys and offers as a managed service rather than a capital expense.
Sensera’s MicroDevices facility, which designs, manufactures and packages highly specialised complex
MEMS entered a three-year supply agreement with Abiomed Inc (NASDAQ: ABMD), a US$15 billion
NASDAQ-listed customer. Sensera manufactures key components for its lead product, the Impella heart
pump. Our MicroDevices business is continuing to grow, with opportunities in sensors research, design and
manufacture primarily in the medtech sector. The Company possesses significant capability in microfluidics
and announced a relationship with Harvard University’s Wyss Institute whereby Sensera will be the preferred
design and manufacturing partner for products emanating from the Institute.
“Sensera is a key partner providing critical microdevice component
fabrication, which enables our growing applications in precision medicine
and personalized health.”
- Dr. Richard Novak, Senior Staff Engineer at Harvard University’s Wyss
Institute for Biologically Inspired Engineering
6 Annual Report 2018
Sensera is also working to provide solutions to industries such as mining and medtech, that will benefit from
embedding sensors in our location awareness platform to record information such as temperature, gas,
movement and acceleration that can then be used to deliver customer efficiencies, margin improvements,
cost savings and improved safety.
We completed several capital raisings during the year, primarily to fund our acquisition of nanotron, as well
as provide capacity for Sensera to pursue business development activities and research, and post year-end,
we have completed an AUD8.9 million raising to make the final payment to the nanotron vendors and fund
our growth in FY19. I thank our shareholders, both new and existing, for your support in these activities that
have allowed us to build our business and will enable us to return greater shareholder value in years to
come.
Sensera has strengthened its team over the past year, appointing Ralph Schmitt as Chief Executive Officer
and Managing Director. Ralph brings decades of experience as a CEO in Silicon Valley and we look forward
to him leveraging his previous success in transitioning semiconductor businesses from hardware sales to
selling solutions as a service. Ralph’s appointment adds to the depth of our Board’s experience, with industry
veterans George Lauro and recent appointment Camillo Martino, augmenting our management team’s
industry expertise and balancing out the corporate finance and capital markets experience that my fellow
Australian director Jonathan Tooth provides.
Looking ahead to FY19, we have strong supply contracts in place to grow revenue, which we expect to
increase by up to 70% within the guidance of US$10.5M to US$11.5M. We expect to achieve breakeven
operations in the final quarter of FY19, which is an exciting prospect, and we will be working hard to ensure
we can achieve this. We are funded for the year ahead, enabling us to meet our objectives and focus on
building an IoT company at the forefront of sensor fusion solutions.
We expect to attract new customers in our lead markets, and build upon our existing technologies to create
opportunities in new markets, and I look forward to sharing our successes with you in FY19.
Regards,
Matthew Morgan
Chairman
Sensera Limited
“With our technology, based on positioning and activity data, we’re creating a
completely new standard to give farmers worldwide a powerful solution to
meet their needs today and into the future.“
- Wolfgang Auer, Managing Director of Smartbow
Review of Operations
is a
Sensera
leading designer and manufacturer of
specialised high performance microsensors and micro-
fabricated components which empower customers to
transform real-time data into meaningful information,
action and value.
Sensera listed on ASX in December 2016 and since then has
been positioning itself to become a dominant player in the
rapidly growing IoT industry.
In August 2017, Sensera acquired Berlin-based nanotron
Technologies, a provider of location-awareness services,
specialising in the design, development and sale of chips,
modules and software that enable precise real-time
positioning and wireless communication.
Results and Forecast
In FY2018, Sensera achieved revenue of US$6.35 million.
This represented a 420% increase over the previous year
and was within the Company’s financial guidance.
Sensera forecasts FY19 revenue of between US$10.5 million
and US$11.5 million, a 70% growth rate, driven primarily by
contracts put in place during FY18.
Sales
Sensera achieved sales growth throughout the year,
building to record sales in the March quarter of US$2.2
million, up from US$575,000 in the September quarter, as
the nanotron acquisition steadily built momentum. Sales
stabilised in the June quarter, however cash receipts
continued to grow, up to US$2.1 million with the
MicroDevices business delivering the most material increase
in the quarter, driven by continued migration towards
production volumes and new customer acquisition.
Production
During the March quarter, Sensera increased production
with a key subcontractor of radio frequency (RF) modules
and anchors which allowed the operations to closely meet
demand while improving gross margins.
The internal and external supply chains in both the nanotron
and MicroDevices businesses matured during FY18 and
have become increasingly well positioned to meet the
requirements of growing commercial demand forecasted
for FY19.
Sensera’s microfabrication facility in Woburn, MA USA
passed an annual audit and was recertified as an ISO
manufacturer.
Review of Operations
7
Operating Expenditure
Operating expenditure increased each quarter throughout
the year. First half increases were related to the increased
nanotron expenditures. Second half increases driven by
product manufacturing operations and increases in staff.
The initial integration of financial and operational details
into a single cloud-based software platform (ERP) across all
locations started to provide
increased administrative
efficiency and productivity.
Capital Expenditure
Capital expenditure fluctuated through the year, with
expenses relating to Sensera’s microfabrication facility. In
the June quarter, capital expenditure was impacted by a sale
and
leaseback agreement of US$1.1 million for the
Company’s microfabrication facility. The Company secured
an additional US$1.2 million line of credit for future
production equipment as part of the lease agreement. This
funding further strengthened Sensera’s balance sheet and
will empower continued expansion of production facilities
to meet customer demand and support margin growth
expectations.
Sensera also negotiated a delay of the US$0.9 million
payment associated with the nanotron acquisition due 1 July
2018 to 1 October 2019 in order to conserve cash for the
business. It is the expectation of the company to fully
complete all obligations under this agreement in Q2 FY19.
Key Milestones for FY18
Acquisition of nanotron Technologies
In August 2017, Sensera entered an agreement to acquire
total
100% of nanotron Technologies GmbH
consideration of EUR6.4m (US$7.6m).
for
nanotron is a leading provider of location-awareness
systems based in Berlin, Germany specialising in the design,
development and sale of chips, modules and proprietary
software that enable precise real-time positioning and
concurrent wireless communication. nanotron’s suite of
products are the result of nearly EUR38m prior investment
by European venture capital funds.
To fund the upfront cash consideration of EUR3.0m
(US$3.6m) for the nanotron acquisition and to provide
growth capital, Sensera completed a US$3.6m (AUD4.6m)
placement to sophisticated and professional investors. The
Placement comprised 14,330,000 ordinary fully paid shares
at an issue of AUD0.32 per ordinary share.
On 11 October 2017, Sensera announced that nanotron had
entered an exclusive Supply Agreement with Smartbow, to
8 Annual Report 2018
integrate nanotron’s nanoLOC location chips, an essential
component that enables Smartbow’s Farm Animal Health
solution into its Eartag LIFE product. The Farm Animal
Health solution enabled by nanotron’s nanoLOC chips aims
to support Smartbow’s expansion and was the result of
several years of close cooperation between the companies.
The Company needed to complete various production-
based requirements to commence supply in commercial
volumes, including engaging with an industry-leading semi-
conductor manufacturer that could produce NanoLOC
chips in materially larger quantities under a customer
agreed timetable. NanoLOC chips were delivered in volume
from this key supplier in the agreed timeline.
In the March quarter, nanotron entered into a second
exclusive Supply Agreement with Smartbow that will see
nanotron exclusively deliver anchors during FY19 and FY20
to scale in concert with the shipments of Smartbow’s
EARTAG Life product.
Sensera completed all of the pieces of its Smartbow
contractual agreements in the June quarter, by adding the
software license agreement to the device and anchor
agreements. This software agreement is the critical piece in
making the system operate effectively for animal health
installations.
US-listed company Zoetis, a global leader in animal health
products and services, acquired Smartbow late in the year
after an earlier partnership, and planned
full-scale
deployment of Smartbow’s Eartag LIFE system worldwide
commencing January 2019.
Meanwhile deployments are continuing and Sensera
successfully completed possibly one of the largest real-time
location system (RTLS) installations worldwide, being a farm
in Siberia, Russia which is home to more than 5,000 animals.
The Company continues to see a migration towards larger
installations which is accelerating the number of tags and
infrastructure, particularly in North America.
Partnership and licensing arrangement
In the June quarter, nanotron entered into a co-operation
and licensing deal with DecaWave, the industry leader of
UWB location controllers. nanotron is licensing its patented
IP (intellectual property) for DecaWave to use in its UWB
location controller. This is highly valuable for Sensera as the
cooperation reduces nanotron’s R&D spend by not having
to deliver an in-house designed UWB controller. The
partnership has empowered nanotron to release UWB
technology through the use of a DecaWave controller in its
swarm bee family of smart RF tag-ready modules. This cuts
time-to-market for customers wanting to use a highly
accurate UWB solution by 9 to 12 months based on the
Company’s tools and infrastructure for swarm bee products.
In June, nanotron was honoured with the GEO IOT World
Award for Indoor Location and Proximity services. This is a
testament to the industry-leading location capability that
the company has developed, with the award highlighting
the innovative dual mode tag the Company is deploying in
medical applications.
Sensera entered into a partnership with Clearblade in the
growing segment of software during the June quarter. This
IoT software platform provides the necessary infrastructure
for handling cloud integration, maintenance and security
functions. This is critical in an enterprise class solution. The
platform is also an enabler for Location Data Analytics (LDA)
which nanotron is developing. These are real-time analytics
that compile location and other sensor data to provide
intelligent output for the customer.
This partnership was quick to produce results, with nanotron
commencing use of the ClearBlade platform before the end
of June to showcase ultra-precise patient tracking across
multiple operating wards in hospitals. The solution is based
on a combination of chirp spread spectrum (CSS) and UWB
location technologies, utilising additional information from
sensors and underlying building maps. It automatically
detects all pre-defined treatment events and displays them
in real-time. The tag that nanotron developed for this
application is the world’s first integrated tag with both CSS
and UWB. This implementation is in concert with the
Company’s strategy to offer full solutions and using the
appropriate location technology for the application.
Mining Progress
MicroDevices
Review of Operations
9
nanotron has achieved more than 70 mining installations
worldwide, driven primarily by safety requirements. One of
the key drivers for growth has been to start offering more
complete solutions and to migrate the use of the sensors
towards Digital Mining efforts that are targeted towards
productivity.
The initial tactical approach was to get deeper in the
installations and System Integrators that the company was
already engaged with while also expanding into new
geographic markets and more deeply penetrate the 62,000
commercial mines worldwide. This effort was called the
Rapid Mining Initiative. It engaged multiple new customer
opportunities in Canada and Mexico, where nanotron will
commence new installations as soon as the first quarter in
FY19, adding to the Company’s location awareness solutions
currently deployed.
During the June quarter, Sensera announced an industry-
leading longwall solution in collaboration with leading
mining equipment provider Marco. The integrated solution
means that the location of tagged underground equipment
and mining personnel is known in real time. This improves
worker safety and increases longwall operational efficiency.
The Company sees scope to deploy this solution worldwide
but is initially targeting existing and potential mining
customers in the large Russian and Chinese markets.
Research & Development
Sensera’s acquisition of nanotron accounted for much of
the Company’s increase in expenditure on research and
development (R&D) during the year. Key areas included
nanotron’s third-generation chip (nanoLOX) and Location
Data Analytics Software in order to further develop the
software stack.
R&D increased in the second half of the year as Sensera
launched the first joint sensor development between the
nanotron and MicroDevices teams and undertook software
development in conjunction with IoT platform partner
Clearblade. The first joint sensor development between the
nanotron and MicroDevices teams early in the second half
of the year was directed at some of the existing customers
in Mining and animal health. The company is leveraging
MEMS IP to differentiate this sensor and expect to have
customer samples by the second half of FY19.
layout and prepare
In the June quarter, Sensera’s next-generation radio
frequency controller was in the final stages of development,
requiring outside engineering resources to complete the
first silicon. Design
design,
fabrication of the next-generation nanoLOX controller is
now underway. This is a cost reduction to the current
nanoLOC device and will enhance functionality to target the
market for autonomous smart items with precise, high-
throughput
location and concurrent data
communication.
real-time
for
Sensera expanded its capabilities at its Woburn, MA micro-
fabrication facility to include assembly and integration of
complex microsystems that embed proprietary sensors used
for implantable medical devices. The expanded facility
allows the company to offer a more fully integrated sensor
solution for key customers. The added micro-assembly
capability will start generating meaningful revenue in FY19.
Three-year supply agreement with Abiomed
In November 2017, the Company entered a material three-
year supply agreement with anchor MicroDevices customer,
Abiomed Inc. Abiomed is a leading manufacturer of medical
implant devices headquartered in Danvers, Massachusetts,
USA.
This multi-year, multi-million dollar supply agreement
embeds Sensera’s MicroDevices services business as a key
part of the supply chain for Abiomed’s high-value medical
devices. While the commercial terms are fixed until
November 2020 and are typical of such agreements, the
agreement provides for initial order quantities in the first
year, volume-based pricing and joint management of rolling
forecasts.
Corporate
Capital Raising
Sensera completed a placement to sophisticated and
professional investors in August 2017 to raise AUD4.59
million to pay the initial consideration of EUR3.0 million
(approximately AUD4.5 million) for its nanotron acquisition.
In November, Sensera completed a share placement to raise
AUD7 million before costs via the issue of 23,333,333 shares
to sophisticated and institutional investors at AUD0.30
share. Net proceeds of the capital raising supported
investment in Sensera’s business development activities,
further strengthen the Company’s balance sheet to fund
work in progress (WIP), and research and development and
vendor payments for the nanotron acquisition.
In addition to the placement shares, the Company issued
3,884,375 ordinary shares to the vendors of the nanotron
business in accordance with the payment terms for the
nanotron acquisition announced on 14 August 2017, and
250,000 shares were issued to nanotron Managing Director,
Dr Jens Albers, in lieu of employee liabilities owed to him.
Dr Albers also elected to receive the consideration for his
nanotron ownership in Sensera shares, demonstrating
strong alignment with Sensera shareholders.
10 Annual Report 2018
Post year-end in August 2018, Sensera announced an
AUD8.83 million capital raising, comprising:
● An AUD8.3 million underwritten 4 for 9 pro rata non-
renounceable entitlement offer of 75,159,192 fully
paid ordinary shares in Sensera, and
● An AUD565,000 placement of 5,136,364 fully paid
ordinary shares to institutional and sophisticated
investors (Institutional Placement).
The proceeds of the Institutional Placement and Entitlement
Offer will be used to fund:
●
The final instalment of the nanotron GmbH purchase
consideration payable to the nanotron vendors;
● Working capital for business expansion.
Board and Management Changes
The Company has recruited a highly experienced global
executive team with deep domain expertise.
Sensera announced the appointment of Ralph Schmitt as
Managing Director in December 2017 following him joining
the Company as CEO in November 2017. Ralph studied
engineering at Rutgers University and went on as a CEO of
multiple NASDAQ-listed companies (OCZ Storage Solutions
acquired by Toshiba, PLX Technology acquired by Avago,
Sipex acquired by Exar). He also previously led Sales,
Marketing and Corporate Development at Cypress
Semiconductor (NASDAQ: CY).
David Garrison was appointed Chief Financial Officer in
December 2017. Previously, David was CFO at Tecogen Inc
(NASDAQ: TGEN), a developer of on-site clean energy
systems, since 2014. He has held Chief Financial Officer roles
in public and private companies in the technology, medical
device, defence and consumer product sectors for nearly 20
years.
Camillo Martino was appointed a Non-Executive Director of
Sensera in June 2018. Camillo led wired and wireless
connectivity solution provider Silicon Image for more than
five years before its sale in 2015 for US$607 million. An
executive advisor to high technology companies, Camillo
brings decades of semiconductor and IoT industry expertise
to Sensera’s Board of Directors.
Post year-end, Sensera appointed Mr. Brad Sherrard as
Executive Vice President of Sales effective from 1 July 2018.
Brad brings meaningful experience building companies of
scale in similar markets to Sensera. Most recently he was
Senior Vice President of Sales at u-blox America, Inc., a
fabless manufacturer of wireless and positioning
semiconductors and modules and his team drove 13 years
of impressive growth in revenue from a few million to well
over US$100 million.
Directors Report
11
Directors Report
Your Directors present their report on the consolidated entity consisting of Sensera Limited and the entities it controlled at the
end of, or during, the year ended 30 June 2018. 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 financial year and to the date of this report:
● Matthew Morgan, Non-Executive Chairman
● Ralph Schmitt, Managing Director (appointed 6 November 2017)
●
Jonathan Tooth, Non-Executive Director
● George Lauro, Non-Executive Director
● Camillo Martino, Non-Executive Director (appointed 1 July 2018)
Principal activities
Sensera Limited is a sensor-based location and situation awareness organisation that provides end-to-end sensor solutions
and services in the rapidly growing world of the Internet of Things (IoT). Sensera’s proprietary microsensors and sensor systems
primarily serve the Animal Wellness, Mine Safety and Productivity and Healthcare markets.
Dividends
No dividends have been paid during the financial year. The Directors do not recommend that a dividend be paid in respect of
the financial year.
Review of operations
Refer to the Review of operations section from page 7 to 10.
Significant changes in the state of affairs
On 23 August 2017, the Group completed the acquisition of 100% equity interest in nanotron Technologies GmbH, a leading
provider of location-awareness products and services based in Berlin, Germany for a total consideration of EUR6.4 million
(US$7.6 million).
Events since the end of the financial year
In September 2018, the Group completed a capital raising consisting of a placement to institutional investors and an entitlement
offer to existing shareholders which raised a total of AUD8.8 million (before costs) via the issue of 80.3 million new shares at
AUD0.11 per share.
No other matter or circumstance has arisen since 30 June 2018 that has significantly affected, or may significantly affect:
(a)
(b)
(c)
the Group's operations in future financial years, or
the results of those operations in future financial years, or
the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Other than the information disclosed in the Review of operations on pages 7 to 10, there are no likely developments or details
on the expected results of operations that Sensera has not disclosed.
Environmental regulation
The Group is not affected by any significant environmental regulation in respect of its operations.
12 Annual Report 2018
Information on directors
Matthew Morgan - Non-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).
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
Former directorships in
last 3 years
●
●
●
●
Leaf Resources Limited (ASX:LER)
Brain Resource Limited (ASX:BRC)
Bluechiip Limited (appointed February 2014, resigned March 2016)
3D Medical Limited (appointed February 2015, resigned May 2015)
Special responsibilities
Chair of the Audit and Risk Committee, and Member of the Remuneration Committee
Interests in shares
2,710,237 ordinary shares
Interests in options
-
Directors Report
13
Ralph Schmitt - Managing Director - appointed 6 November 2017
Experience and expertise Ralph most recently was an Executive of Toshiba America Electronic Components, Inc., where he
led the development of cognitive computing software and systems to leverage the Toshiba
product portfolio which includes semiconductors and storage for industrial, telecommunications,
healthcare, multimedia and transportation market applications.
Prior to his appointment at Toshiba, Ralph built an extensive executive career including EVP of
Sales, Marketing and Business Development at Cypress Semiconductor (NASDAQ: CY), where he
oversaw the acquisition of multiple companies and managed the company’s revenue growth to
over US$1.4 billion.
After his time at Cypress, Ralph developed a record of accomplishment as a turnaround
specialist and held multiple public company CEO roles. These roles included:
●
The turnaround, relisting and sale of Sipex Corporation (NASDAQ: SIPX) and became
CEO of its acquirer Exar Corporation (NYSE: EXAR).
● After Sipex, Ralph was CEO of PLX Technology (NASDAQ: PLXT), which became the
global leader of PCI Express connectivity solutions, where he led the company’s sale to
Broadcom.
● CEO of NASDAQ-listed OCZ Technology, a supplier of high performance SSD (Solid
State Drive) products where he led the transition out of bankruptcy and ultimately sale
to Toshiba.
In addition to his executive experience, Ralph has held multiple venture capital advisory and
board roles in the hardware and software sectors over the past two decades. Ralph holds a
Bachelor of Science in Electrical Engineering from Rutgers University and is fluent in German.
Other current
directorships
Former directorships in
last 3 years
Special responsibilities
-
-
-
Interests in shares
200,000
Interests in options
3,000,000
14 Annual Report 2018
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 Non-Executive Chairman’s management of Sensera, Inc. 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.
Jonathan received a B.A. in Economics and Financial Studies from Macquarie University.
Other current
directorships
● Vita Life Sciences Limited (ASX: VLS)
● Generation Development Group Limited (ASX: GDG)
Former directorships in
last 3 years
-
Special responsibilities
Chair of the Remuneration Committee, and Member of the Audit and Risk Committee,
Interests in shares
2,004,000
Interests in options
-
George Lauro - Non-Executive Director
Experience and expertise George was 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 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
-
-
-
Interests in shares
915,755
Interests in 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.
Directors Report
15
Meetings of directors
The numbers of meetings of the Company's board of Directors and of each board committee held during the year ended 30
June 2018, and the numbers of meetings attended by each Director were:
Full meetings of
directors
Meetings of committees
Audit
Remuneration
A
12
12
12
6
B
12
12
12
6
A
3
3
2
-
B
3
3
3
-
A
1
1
1
1
B
1
1
1
1
Matthew Morgan
Jonathan Tooth
George Lauro
Ralph Schmitt
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 year
Remuneration report (audited)
The Directors present the Sensera Limited 2018 remuneration report, outlining key aspects of our remuneration policy and
framework, and remuneration awarded this year.
The report is structured as follows:
(a) Key management personnel (KMP) covered in this report
(b) Remuneration policy and link to performance
(c) Elements of remuneration
(d) Remuneration expenses for the year
(e) Service agreements
(f) 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 year ended 30 June 2018:
● Matthew Morgan, Non-Executive Chairman
●
Jonathan Tooth, Non-Executive Director
● George Lauro, Non-Executive Director
● Ralph Schmitt, Managing Director (appointed 6 November 2017)
● David Garrison, Chief Financial Officer (appointed 18 December 2017)
(b)
Remuneration policy and link to performance
Our remuneration committee is made up of non-executive directors. 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
16 Annual Report 2018
●
●
●
aligned to the company's strategic and business objectives and the creation of shareholder value
transparent and easily understood, and
acceptable to shareholders.
The Group received more than 75% of favourable votes on its 2017 remuneration report. The Group did not receive any other
feedback at the 2017 Annual General Meeting or throughout the year on its remuneration packages.
Figure 1: Remuneration framework
Element
Purpose
Performance metrics
Potential value
Changes for FY 2018
Fixed
remuneration
(FR)
Provide competitive
market salary including
superannuation and
non-monetary benefits
Nil
Positioned at the market
rate
N/A
STI
LTI
Reward for in-year
performance and
retention
Total shareholder return,
financial and operational
outcomes
CEO: 100% of base salary,
CFO: 35% of base salary
N/A
Alignment to long-term
shareholder value
EBITDA, Annual sales
CEO: 3,000,000 milestones
shares and 3,000,000
unlisted 5-year options at
AUD0.35 exercise price
N/A
CFO: 1,500,000 unlisted 5-
year options at AUD0.35
exercise price
(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 and car
allowances. 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-term incentives
The Group's CEO and CFO are entitled to short-term incentives in the form of cash bonus up to 100% and 35%, respectively
of their base salary against agreed key performance indicators ("KPIs"). On an annual basis, KPIs are reviewed and agreed in
advance of each financial year and will include total shareholder return, financial and operational outcomes.
(iii)
Long-term incentives
The CEO's remuneration package includes the following milestone-based share payments whereby the milestone must be
achieved by the end of FY2021:
●
●
●
1,000,000 shares payable on achieving US$1m EBITDA
1,000,000 shares payable on achieving US$2m EBITDA
1,000,000 shares payable on achieving US$50m in annual sales
(d)
Link between remuneration and performance
Statutory performance indicators
We aim to align our executive remuneration to our strategic and business objectives and the creation of shareholder wealth.
The table below shows measures of the Group's financial performance over since inception as required by the Corporations
Act 2001. However, these are not necessarily consistent with the measures used in determining the variable amounts of
Directors Report
17
remuneration to be awarded to KMPs. As a consequence, there may not always be a direct correlation between the statutory
key performance measures and the variable remuneration awarded.
Loss for the year attributable to owners
(6,769,702)
(5,331,794)
Basic loss per share (cents)
(4.51)
(5.67)
2018
2017
(e)
Remuneration expenses for the year
The following table shows details of the remuneration expense recognised for the Group's KMP for the year to 30 June 2018
and the period 6 July 2016 to 30 June 2017 measured in accordance with the requirements of the accounting standards.
2018
Short-term employee benefits
Post-
employment
benefits
Share
based
payments
Cash
salary
and fees
Cash
bonus
Non-
monetary
benefits
Super-
annuation
Options
Total
US$
US$
US$
US$
US$
US$
Name
Directors
Matthew Morgan
Jonathan Tooth
George Lauro*
Ralph Schmitt
80,646
27,839
284,679
-
-
-
162,500
102,600
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
80,646
27,839
284,679
286,204
551,304
117,239
268,386
403,443
1,212,854
Other key management personnel
David Garrison
111,616
39,531
Total key management personnel
compensation
667,280
142,131
* Includes a success fee for the completion of the nanotron acquisition.
2017
Short-term employee benefits
Post-
employment
benefits
Share
based
payments
Name
Directors
Matthew Morgan
Jonathan Tooth
George Lauro
Total key management personnel
compensation
Cash
salary
and fees
Cash
bonus
Non-
monetary
benefits
Super-
annuation
Options
Total
US$
US$
US$
US$
US$
US$
122,525
24,882
74,459
221,866
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
122,525
24,882
74,459
221,866
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
18 Annual Report 2018
Name
Executive Directors
Matthew Morgan
Jonathan Tooth
George Lauro
Ralph Schmitt
Other key management personnel
David Garrison
(f)
Service agreements
Fixed remuneration
At risk - STI
At risk - LTI
2018
%
2017
%
2018
%
2017
%
2018
%
2017
%
100
100
100
29
42
100
100
100
-
-
-
-
-
19
15
-
-
-
-
-
-
-
-
52
44
-
-
-
-
-
Name:
Title:
Matthew Morgan
Non-Executive Chairman
Term of agreement:
Unspecified
Notice period:
Unspecified
Details:
Name:
Title:
AUD90,000 per annum including director and consulting fees, effective 1 December 2017
Jonathan Tooth
Non-Executive Director
Term of agreement:
Unspecified for director position
Notice period:
Unspecified
Details:
Name:
Title:
AUD36,000 per annum including director fees, to be reviewed 1st quarter 2018 and
effective 1 July 2018
George Lauro
Non-Executive Director
Term of agreement:
Unspecified for director position
Notice period:
Unspecified
Details:
Name:
Title:
AUD60,000 per annum including director and consulting fees, effective 1 December 2017
Ralph Schmitt
Managing Director
Term of agreement:
Indefinite until terminated pursuant to Termination Clause
Notice period:
30 days by either party
Details:
Name:
Title:
US$300,000 per annum including director fee, effective 6 November 2017
David Garrison
Chief Financial Officer
Term of agreement:
Indefinite until terminated pursuant to Termination Clause
Notice period:
Unspecified
Details:
US$210,000 per annum, effective 18 December 2017
Directors Report
19
Additional statutory information
Terms and conditions of the share-based payment arrangements
(g)
(i)
Options
The terms and conditions of each grant of options affecting remuneration in the current or a future reporting period are as
follows:
Grant date
30-Nov-17
30-Nov-17
30-Nov-17
30-Nov-17
8-Dec-17
8-Dec-17
8-Dec-17
8-Dec-17
Vesting and
exercise date
Expiry date
Exercise price
Value per option
at grant date
% Vested
6-Nov-17
29-Nov-22
AUD 0.350
AUD 0.2328
100%
6-Nov-18
29-Nov-22
AUD 0.350
AUD 0.2328
6-Nov-19
29-Nov-22
AUD 0.350
AUD 0.2328
6-Nov-20
29-Nov-22
AUD 0.350
AUD 0.2328
-
-
-
8-Dec-17
17-Dec-22
AUD 0.350
AUD 0.1997
100%
8-Dec-18
17-Dec-22
AUD 0.350
AUD 0.1997
8-Dec-19
17-Dec-22
AUD 0.350
AUD 0.1997
8-Dec-20
17-Dec-22
AUD 0.350
AUD 0.1997
-
-
-
(ii)
Reconciliation of equity held by KMP
Option and rights holdings
Balance at
start of
the year
Granted as
compensation Exercised
Other
changes
Balance at
the end of
the year
Vested
and
exercisable Unvested
#
-
-
#
3,000,000
1,500,000
#
-
-
#
-
-
#
#
#
3,000,000
750,000
2,250,000
1,500,000
375,000
1,125,000
2018
Name
Ralph Schmitt
- Options
Dave Garrison
- Options
Share holdings
Balance at the
start of the year
Received as part
of remuneration
Name
#
Ordinary shares
Matthew Morgan
2,410,000
Jonathan Tooth
1,204,000
George Lauro
750,000
Ralph Schmitt
-
#
-
-
-
-
Additions
#
300,237
1,000,000
165,755
200,000
Disposals / Other
movements
Balance at the
end of the year
#
-
-
-
-
#
2,710,237
2,004,000
915,755
200,000
20 Annual Report 2018
(iii)
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 financial year.
(iv)
Other transactions with key management personnel
During the financial year, the Company entered into a contract with an associated entity of a director of Sensera Limited for
share placement and investor relations service. A total amount of US$270,871 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]
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
30-Nov-17
8-Dec-17
8-Dec-17
25-Apr-19
25-Apr-20
29-Nov-22
15-Aug-20
17-Dec-22
$0.40
$0.50
$0.35
$0.40
$0.35
750,000
1,750,000
3,000,000
1,500,000
1,500,000
8,500,000
No option holder has any right under the options to participate in any other share issue of the Company or any other entity.
3,000,000 options were granted to one Director of the Company during and since the end of the financial year.
(b)
Shares issued on the exercise of options
No ordinary shares of Sensera Limited were issued during the year ended 30 June 2018 on the exercise of options granted.
Insurance of officers and indemnities
(a)
Insurance of officers
During the financial year, Sensera Limited paid a premium of AUD48,000 to insure the Directors and secretaries of the Company
and its controlled entities, 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.
Directors Report
21
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.
Non-audit services
The Group 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 year 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 year 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
-
-
2018
US$
2017
US$
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
2,216
2,216
4,293
4,293
6,509
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.
22 Annual Report 2018
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 23.
Corporate governance statement
In accordance with ASX listing Rule 4.10.3, the Company’s 2018 Corporate Governance Statements can be found on its website
http://www.sensera.com.
This report is made in accordance with a resolution of Directors.
Matthew Morgan
Director
Brisbane
28 September 2018
Level 18
King George Central
145 Ann Street
Brisbane QLD 4000
Correspondence to:
GPO Box 1008
Brisbane QLD 4001
T + 61 7 3222 0200
F + 61 7 3222 0444
E info.qld@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of Sensera Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Sensera
Limited for the year ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
CDJ Smith
Partner - Audit & Assurance
Brisbane, 28 September 2018
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
24 Annual Report 2018
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2018
Revenue
Cost of sales
Gross Profit/(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 year
Other comprehensive income
30 June 2018
30 June 2017
Notes
US$
US$
2
3(a)
6,350,113
1,219,788
(3,072,927)
(1,534,292)
3,277,186
(314,504)
3(b)
134,282
1,755
3(a)
3(a)
3(a)
4
(410,525)
(344,251)
(8,531,059)
(4,044,779)
(1,239,586)
(630,015)
(6,769,702)
(5,331,794)
-
-
(6,769,702)
(5,331,794)
Items that may subsequently be reclassified to profit or loss:
Exchange differences on translation of foreign operations
7(b)
76,603
309,101
Total comprehensive loss for the year
(6,693,099)
(5,022,693)
Loss per share for loss attributable to the ordinary equity
holders of the Company:
Basic loss per share
Diluted loss per share
20
20
(4.51)
(4.51)
(5.67)
(5.67)
US cents
US cents
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.
Consolidated statement of financial position
25
Consolidated statement of financial position
As at 30 June 2018
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
Provisions
Deferred revenue
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Accumulated losses
Total equity
30 June 2018
30 June 2017
Notes
US$
US$
5(a)
5(b)
6(a)
6(b)
6(c)
6(d)
5(c)
6(e)
6(f)
7(a)
7(b)
2,030,566
4,049,772
976,708
447,696
749,748
100,813
356,491
89,063
4,204,718
4,596,139
780,869
9,045,073
9,825,942
806,666
11,945
818,611
14,030,660
5,414,750
3,590,087
83,547
472,460
643,113
374,435
30,860
-
-
4,789,207
405,295
913,875
5,703,082
8,327,578
-
405,295
5,009,455
20,237,536
10,793,542
191,538
(452,293)
(12,101,496)
(5,331,794)
8,327,578
5,009,455
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
26 Annual Report 2018
Consolidated statement of changes in equity
For the year ended 30 June 2018
Balance at 6 July 2016
Loss for the period
Other comprehensive income
Total comprehensive income for the period
Transactions with owners in their capacity as
owners:
Contributions of equity, net of transaction costs
and tax
Common control reserve
Options issued
Contributed
equity
Reserves
Accumulated
losses
Total
Notes
US$
US$
US$
US$
-
-
-
-
-
-
-
-
(5,331,794)
(5,331,794)
309,101
-
309,101
309,101
(5,331,794)
(5,022,693)
10,793,542
-
-
-
(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
Balance at 1 July 2017
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners in their capacity as
owners:
Contributions of equity, net of transaction costs
and tax
Options issued
10,793,542
(452,293)
(5,331,794)
5,009,455
-
-
-
-
(6,769,702)
(6,769,702)
76,603
-
76,603
76,603
(6,769,702)
(6,693,099)
9,443,994
-
-
567,228
-
-
9,443,994
567,228
Balance at 30 June 2018
20,237,536
191,538
(12,101,496)
8,327,578
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Consolidated statement of cash flows
27
Consolidated statement of cash flows
For the year ended 30 June 2018
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
30 June 2018
30 June 2017
Notes
US$
US$
5,540,174
512,246
(11,646,230)
(4,983,129)
-
1,754
Net cash outflow from operating activities
8(a)
(6,106,056)
(4,469,129)
Cash flows from investing activities
Payments for acquisition of subsidiary, net of cash acquired
(4,195,307)
-
Payments for property, plant and equipment and other assets
(1,321,796)
(857,474)
Proceeds from sale of property, plant and equipment
1,111,635
-
Net cash outflow from investing activities
(4,405,468)
(857,474)
Cash flows from financing activities
Proceeds from issues of shares and other equity securities
8,931,207
9,869,784
Transaction costs related to issue of shares
Net cash inflow from financing activities
(557,632)
(802,510)
8,373,575
9,067,274
Net (decrease) increase in cash and cash equivalents
(2,137,949)
3,740,671
Cash and cash equivalents at the beginning of the financial year
4,049,772
-
Effects of exchange rate changes on cash and cash equivalents
118,743
309,101
Cash and cash equivalents at end of year
5(a)
2,030,566
4,049,772
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
28 Annual Report 2018
Notes to the consolidated financial statements
1
Segment information
(a)
Description of segments and principal activities
Management has determined the operating segments based on the reports reviewed by the Chief Executive Officer, under the
advisement of the full Board of Directors, that are used to make strategic decisions.
Management considers the business from both a product/service and a geographic perspective and has identified two
reportable segments, including:
● MicroDevices, representing the integrated, fast turnaround client-specific designing and manufacturing of specialised
high performance microsensors and micro-fabricated components based in Boston, United States.
●
Locationaware IoT Solutions ("nanotron"), representing the embedded location platform which delivers location-
awareness for safety and productivity solutions across industrial and consumer markets. The platform consists of
chips, modules and software that enable precise real-time positioning and concurrent wireless communication. The
ubiquitous proliferation of interoperable platforms is creating the location-aware Internet of Things. The nanotron
business segment bases in Berlin, Germany.
In prior reporting periods, prior to the acquisition of the nanotron business, there was only one reportable segment under
AASB 8 Operating Segments.
(b)
Financial breakdown
The segment information provided to the Chief Executive Officer for the reportable segments for the year ended 30 June 2018
is as follows:
2018
Total segment revenue
Segment adjusted EBITDA
Corporate
Total adjusted EBITDA
USA
MicroDevices
US$
Germany
nanotron
US$
Total
US$
1,947,255
4,402,858
6,350,113
(3,708,858)
(1,003,564)
(4,712,422)
-
-
(1,776,197)
(3,708,858)
(1,003,564)
(6,488,619)
Depreciation and amortisation
(203,741)
(77,342)
(281,083)
Net loss for the year
(3,912,599)
(1,080,906)
(6,769,702)
Segment assets
Corporate
Total assets
Segment liabilities
Corporate
Total liabilities
3,022,505
10,833,632
13,856,137
-
-
174,523
3,022,505
10,833,632
14,030,660
(729,558)
(4,952,464)
(5,682,022)
-
-
(21,060)
(729,558)
(4,952,464)
(5,703,082)
(c)
Other segment information
During the year ended 30 June 2018, 29% of the Group's revenue was contributed by one major customer, who contributed
to more than 10% of the Group's revenue in the reporting period.
Notes to the consolidated financial statements
29
2
Revenue
The Group derives the following types of revenue:
Sale of goods
Services
30 June 2018
30 June 2017
US$
4,400,511
1,949,602
US$
312,846
906,942
6,350,113
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.
30 Annual Report 2018
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
Impairment expenses
Other expenses
General and administration
Internal research and development
Internal research and development
30 June 2018
30 June 2017
US$
307,504
2,502,223
263,200
US$
270,235
877,820
386,237
3,072,927
1,534,292
273,015
123,557
13,953
410,525
272,705
57,820
13,726
344,251
4,453,794
1,628,673
894,648
428,687
287,180
786,142
92,485
281,328
408,681
898,114
556,399
293,015
503,994
475,499
45,534
50,808
-
490,857
8,531,059
4,044,779
1,239,586
1,239,586
630,015
630,015
Total cost of sales and other operating expenses
13,254,097
6,553,337
(b)
Other income and costs
Other income
Other income
There have been no finance costs incurred during the reporting year.
30 June 2018
30 June 2017
US$
134,282
134,282
US$
1,755
1,755
Notes to the consolidated financial statements
31
4
Income tax expense
(a)
Income tax expense
Income tax expense
(b)
Numerical reconciliation of income tax expense to prima facie tax payable
30 June 2018
30 June 2017
US$
-
US$
-
30 June 2018
30 June 2017
US$
US$
Loss from continuing operations before income tax expense
(6,769,702)
(5,331,794)
Tax at the Australian tax rate of 27.5%
(1,861,668)
(1,466,243)
Tax effect of amounts which are not deductible (taxable)
in calculating taxable income:
Bad debts expense
Share-based payments
Other non-deductible expenses
Subtotal
(1,788)
173,949
4,256
-
132,543
169,014
(1,685,251)
(1,164,686)
Effect of different tax rates of subsidiaries operating in other taxation jurisdictions
(318,198)
(302,732)
Future tax benefits not recognised as an asset
2,003,449
1,467,418
Income tax expense
-
-
The weighted average effective tax rate of the Group for the financial year was nil%.
(c)
Tax losses
Unused tax losses for which no deferred tax asset has been recognised
10,495,105
4,366,921
Potential tax benefit
3,470,866
1,467,418
30 June 2018
30 June 2017
US$
US$
32 Annual Report 2018
5
Financial assets and financial liabilities
(a)
Cash and cash equivalents
Current assets
Cash at bank and in hand
(i)
Reconciliation to cash flow statement
30 June 2018
30 June 2017
US$
US$
2,030,566
4,049,772
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 2018
30 June 2017
US$
US$
2,030,566
4,049,772
2,030,566
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(i) 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.
(b)
Trade and other receivables
Trade receivables
Other receivables
Accrued income
Provision for impairment of receivables
(see note 10(b))
30 June 2018
30 June 2017
Current
Non-
current
Total
Current
Non-
current
US$
US$
US$
US$
US$
987,938
9,701
-
(20,931)
976,708
-
-
-
-
-
987,938
63,270
9,701
-
-
64,043
(20,931)
(26,500)
976,708
100,813
-
-
-
-
-
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 (i) settlement in accordance with the milestones specified in the
non-recurring engineering (NRE) contracts with customers, and (ii) settlement for goods delivered to customers, which are
both 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(j) respectively.
Notes to the consolidated financial statements
33
(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).
(c)
Trade and other payables
Current liabilities
Trade payables*
Other payables
Accrued expenses**
30 June 2018
30 June 2017
US$
US$
822,917
354,770
2,412,400
3,590,087
156,368
-
218,067
374,435
* The balance as at 30 June 2018 includes US$13,415 (2017: US$18,647) due to Director related parties of the Group.
** The balance as at 30 June 2018 includes US$2,271,736 being deferred consideration for the nanotron acquisition - refer to note 12.
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.
(d)
(i)
Recognised fair value measurements
Fair value hierarchy
The financial instruments recognised at fair value in the consolidated statement of financial position have been analysed and
classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value
hierarchy consists of the following levels:
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and
available-for-sale securities) is based on quoted market prices at the end of the reporting period. The quoted market price
used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as
possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument
is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted equity securities.
In 2018 and 2017, none of the Group’s assets and liabilities had their fair value determined using the fair value hierarchy. No
transfers between the levels of the fair value hierarchy occurred during the current or previous years.
34 Annual Report 2018
6
Non-financial assets and liabilities
(a)
Inventories
Current assets
Raw materials and stores
Work in progress
Finished goods
Provision for loss-making contracts
(i)
Assigning costs to inventories
30 June 2018
30 June 2017
US$
US$
35,125
152,344
260,227
-
580,229
-
-
(223,738)
447,696
356,491
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.
(b)
Other current assets
Current assets
Prepayments
Others
30 June 2018
30 June 2017
US$
US$
456,110
293,638
749,748
69,797
19,266
89,063
Notes to the consolidated financial statements
35
(c)
Property, plant and equipment
At 6 July 2016
Cost or fair value
Accumulated depreciation
Net book amount
Period ended 30 June 2017
R&D
equipment
Furniture
and fixtures
Leasehold
improvements
Other fixed
assets
US$
US$
US$
US$
-
-
-
-
-
-
-
-
-
-
-
-
Total
US$
-
-
-
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 or fair value
780,904
20,765
35,146
20,659
857,474
Accumulated depreciation
(45,026)
(863)
(979)
(3,940)
(50,808)
Net book amount
At 1 July 2017
Cost or fair value
735,878
19,902
34,167
16,719
806,666
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
Year ended 30 June 2018
Opening net book amount
735,878
19,902
34,167
16,719
806,666
Exchange differences
Increase from business combination
Additions
Disposals
-
-
621,930
(1,036,809)
-
-
-
-
-
-
225
225
25,881
25,881
25,148
618,911
1,265,989
-
-
(1,036,809)
Depreciation charge
(178,929)
(4,153)
(9,627)
(88,374)
(281,083)
Closing net book amount
142,070
15,749
49,688
573,362
780,869
At 30 June 2018
Cost or fair value
Accumulated depreciation
366,025
(223,955)
20,765
(5,016)
60,294
665,922
1,113,006
(10,606)
(92,560)
(332,137)
Net book amount
142,070
15,749
49,688
573,362
780,869
36 Annual Report 2018
(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(l) for the other accounting policies relevant to property, plant and equipment.
(d)
Intangible assets
Non-current assets
Year ended 30 June 2018
Opening net book amount
Additions
Goodwill
Capitalised
development costs
US$
US$
-
-
11,945
55,563
Total
US$
11,945
55,563
Acquisition of business (note 12)
5,959,850
3,473,167
9,433,017
Exchange differences
Impairment expense
-
-
(48,061)
(48,061)
(407,391)
(407,391)
Closing net book amount
5,959,850
3,085,223
9,045,073
Refer to note 9 and 12.
(e)
Provisions
30 June 2018
30 June 2017
Current
Non-
current
Total
Current
Non-
current
Total
Notes
US$
US$
US$
US$
US$
US$
Licensing product reserve
6(e)(i)
132,566
Other provisions
339,894
472,460
-
-
-
132,566
339,894
472,460
-
-
-
-
-
-
-
-
-
(i)
Information about individual provisions and significant estimates
Licensing product reserve
Provision is made for the estimated liability in respect of products related licensing in which the licensee is in transition. This
provision is expected to be settled in the next financial year.
Notes to the consolidated financial statements
37
(ii)
Movements in provisions
2018
Carrying amount at the start of the year
Service warranties
Other
Total
US$
-
US$
-
US$
-
Movement
(366,362)
(9,982)
(376,344)
Acquired through business combination
498,928
349,876
848,804
Carrying amount at end of year
132,566
339,894
472,460
(f)
Deferred revenue
Other deferred income
30 June 2018
30 June 2017
Current
Non-
current
Total
Current
Non-
current
US$
US$
US$
US$
US$
643,113
643,113
-
-
643,113
643,113
-
-
-
-
Total
US$
-
-
Deferred revenue relates to receipts in customers received for goods and services to be delivered and rendered by the
nanotron business.
7
Equity
(a)
Contributed equity
Ordinary shares
30 June 2018
30 June 2017
30 June 2018
30 June 2017
Notes
Shares
Shares
US$
US$
Ordinary shares - fully paid
7(a)(i), 7(a)(ii)
163,971,878
122,100,000
20,237,536
10,793,542
Total contributed equity
163,971,878
122,100,000
20,237,536
10,793,542
38 Annual Report 2018
(i)
Movements in ordinary share:
Details
Balance 6 July 2016
Issue of shares to founders
No. of Shares
-
35,125,000
US$
-
2,663
Issue of shares to Triton Inc. as consideration for the acquisition of Sensera Inc.
14,875,000
1,691,366
Issue of shares to sophisticated and institutional investors
22,000,000
2,668,284
Less: transaction costs
Issue of shares from Initial Public Offering
Less: transaction costs
Issue of shares to a consultant for service rendered
Balance 30 June 2017
Issue of ordinary shares to sophisticated and professional investors
Less: transaction costs
-
50,000,000
-
100,000
(146,756)
7,201,500
(655,754)
32,239
122,100,000
10,793,542
14,330,000
-
3,621,707
(256,495)
Issue of ordinary shares to sophisticated and professional investors
23,333,333
5,309,500
Less: transaction costs
Commitment to issue ordinary shares to nanotron vendors as part of the 2nd
instalment
-
(301,136)
3,975,952
1,009,272
Issue of shares to a consultant for service rendered
232,593
61,146
Balance 30 June 2018
(ii)
Ordinary shares
163,971,878
20,237,536
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.
Notes to the consolidated financial statements
39
(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.
Balance at 6 July 2016
Common
control
reserve
US$
-
From business combination
(1,208,466)
Currency translation differences in current period
Share-based payment expenses
-
-
Share- based
payments
Foreign
currency
translation
US$
US$
Total
US$
-
(1,208,466)
-
-
309,101
309,101
447,072
-
447,072
-
-
-
At 30 June 2017
(1,208,466)
447,072
309,101
(452,293)
Currency translation differences in current period
Share-based payment expenses
-
-
-
76,603
76,603
567,228
-
567,228
At 30 June 2018
(1,208,466)
1,014,300
385,704
191,538
(i)
Common control reserve
Recognises amounts 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
Details
Balance 6 July 2016
Issue of options to consultants
Balance 30 June 2017
Issue of options to CEO as part of remuneration
Issue of options to consultants
Issue of options to CFO as part of remuneration
Options lapsed
Balance 30 June 2018
No. of options
-
3,000,000
3,000,000
3,000,000
1,500,000
1,500,000
(500,000)
US$
-
447,072
447,072
286,204
163,785
117,239
-
8,500,000
1,014,300
40 Annual Report 2018
During the year, the Group issued the following options to its consultants. For further details, see note 18.
Date
Details
30-Nov-17
Issue of options to CEO as part of remuneration
08-Dec-17
Issue of options to consultants
15-Jun-18
Issue of options to CFO as part of remuneration
No.
3,000,000
1,500,000
1,500,000
6,000,000
Total fair value
US$
286,204
163,785
117,239
567,228
(iii)
Foreign currency translation
Recognises foreign exchange differences arising from the translation of operations into United States dollars.
8
Cash flow information
(a)
Reconciliation of profit/(loss) after income tax to net cash inflow from operating activities
Loss for the period
Adjustment for
Depreciation and amortisation
Impairment expense
Gain on sale of property, plant and equipment
Start-up costs
Provision for bad debt and inventory
Share-based payments
Change in operating assets and liabilities:
(Increase) in trade debtors
Decrease/(Increase) in inventories
(Increase) decrease in other operating assets
(Decrease)/increase increase in trade creditors
(Decrease)/increase in other operating liabilities
30 June 2018
30 June 2017
US$
US$
(6,769,702)
(5,331,794)
281,083
407,391
(73,290)
50,808
-
-
-
482,900
(229,307)
-
632,780
481,975
(800,140)
(100,813)
642,595
(356,491)
(400,690)
(127,552)
330,776
(89,063)
362,488
30,861
Net cash inflow (outflow) from operating activities
(6,106,056)
(4,469,129)
Notes to the consolidated financial statements
41
(b)
Non-cash investing and financing activities
During the year ended 30 June 2018, the Group had US$1,009,273 in non-cash investing activities in relation to the ordinary
shares issued as part of the consideration in the nanotron acquisition (2017: nil).
During the year ended 30 June 2018, the Group had no non-cash financing activities. For the period ended 30 June 2017, the
Group the following non-cash financing activities:
●
●
Issue of shares to Triton Inc. as consideration for the acquisition of Sensera Inc. - see note 7(a)(i).
Issue of shares to consultants in exchange for service - see note 7(a)(i).
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 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.
●
Impairment of intangibles - The group tests whether goodwill has suffered any impairment on an annual basis. The
recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which require
the use of assumptions. The calculations use cash flow projections based on financial budgets approved by
management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the
estimated growth rates stated below. These growth rates are consistent with forecasts included in industry reports
specific to the industry in which each CGU operates. The following key assumptions are used:
o Discount rate is the Weighted Average Cost of Capital for the Sensera Group - estimated at 21% per annum.
o Revenue growth rate of 50% per annum from FY19 to FY23, generating an annual gross margin of 45%.
o
Terminal value is calculated based on a growth rate of 1% per annum.
The Group has performed sensitivity analysis in which revenue growth rate was reduced, along with corresponding impact on
overheads required and concluded that there was no impairment.
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.
42 Annual Report 2018
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 - foreign
exchange
Transactions denominated in
AUD and EUR from the
Group's operations
Cash flow
forecasting
Management engaged FX expert to receive
advices and forecasts on the movement of
exchange rates between AUD, EUR and US$
to form decision on entering into forward
contracts to hedge its exposure to foreign
exchange fluctuation. As at and for the year
ended 30 June 2018, no contracts have been
entered.
Credit risk
Translation of the Group's
operations to US$ upon
consolidation
Receivables from Non-
Recurring Engineering
contracts which are only
collectible upon completion of
milestones specified in the
contracts
N/A
N/A
Cash flow
forecasting
Management works closely with its 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
payments are due
Cash flow
forecasting
Management reviews the Group's 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.
(a)
(i)
Market risk
Foreign exchange risk
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:
30 June 2018
30 June 2017
US$
US$
Amounts recognised in profit or loss
Net foreign exchange gain/(loss) included in general and administration expenses
(32,354)
(384,378)
Net gain/(losses) recognised in other comprehensive income (note 7(b))
Net foreign currency gain/(loss) from translation of foreign entity
76,603
309,101
Notes to the consolidated financial statements
43
Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from AUD and EUR denominated financial
instruments and the impact on other components of equity arises from the translation of foreign entity financial statements
into US$.
Impact on post-tax profit
Impact on other components
of equity
2018
US$
35,524
21,618
2017
US$
4,653
-
2018
US$
35,524
21,618
2017
US$
6,272
-
Index
US$/AUD exchange rate - change by 2%
US$/EUR exchange rate - change by 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, Germany and the United States.
The Group's customer base consists of public sectors, listed companies in the United States 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 year ended 30 June 2018, the Group has
provided for US$20,931 in relation to onerous contracts (2017: US$26,500).
(ii)
Past due but not impaired
As at 30 June 2018, there were no trade receivables which were past due but not impaired.
(c)
(i)
Liquidity risk
Maturities of financial liabilities
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying balances as the impact of discounting is not significant.
Contractual
maturities of
financial liabilities
At 30 June 2018
Trade payables
At 30 June 2017
Trade payables
Less than 6
months
6 - 12
months
Between 1
and 5 years Over 5 years
Total
contractual
cash flows
Carrying
amount
(assets)/
liabilities
US$
US$
US$
US$
US$
US$
822,917
822,917
156,368
156,368
-
-
-
-
-
-
-
-
-
-
-
-
822,917
822,917
822,917
822,917
156,368
156,368
156,368
156,368
44 Annual Report 2018
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 2018, the Group had no external debt outstanding.
(b)
Dividends
There have been no dividends declared or paid during the financial year (2017: US$nil). The Group’s franking account balance
remained as US$nil at 30 June 2018 (2017: US$nil).
12
Business combination
(a)
Summary of acquisition
On 23 August 2017, the parent entity completed the acquisition of 100% of equity interest in nanotron Technologies GmbH, a
location-awareness solution provider based on Berlin, Germany.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional
amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new
information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends
on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information
possible to determine fair value.
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
Purchase consideration
Cash paid
Ordinary shares issued
Deferred cash payments
Total purchase consideration
US$
4,441,875
1,009,272
2,271,736
7,722,883
Notes to the consolidated financial statements
45
The assets and liabilities recognised as a result of the acquisition are as follows:
Cash
Trade and other receivables
Inventories
Other current assets
Plant and equipment
Capitalised development costs
Trade and other payables
Deferred income
Deferred tax liability
Other liabilities
Net identifiable assets acquired
Add: goodwill
Net assets acquired
Fair value
US$
246,568
70,185
510,063
259,994
25,881
3,473,167
(142,948)
(837,482)
(913,875)
(928,520)
1,763,033
5,959,850
7,722,883
(i)
Revenue and loss contribution
The acquired business contributed revenues of US$4,402,858 and net loss of US$1,080,906 to the group for the period from
23 August 2017 to 30 June 2018.
If the acquisition had occurred on 1 July 2017, the contribution to the group's consolidated revenue and consolidated loss for
the year ended 30 June 2018 would have been US$5,283,430 and US$1,297,087, respectively.
(ii)
Goodwill
Goodwill of US$5,959,850 is primarily related to growth expectations, expected future profitability, existing and potential sale
pipeline and opportunities. Goodwill has been allocated to a cash-generating unit. The goodwill that arose from this business
combination is not expected to be deductible for tax purposes.
(b)
Purchase consideration - cash outflow
Outflow of cash to acquire subsidiary, net of cash acquired
Cash consideration
Less: balances acquired
Cash
Outflow of cash - investing activities
Acquisition-related costs
30 June 2018
30 June 2017
US$
US$
4,441,875
(246,568)
4,195,307
-
-
-
Acquisition-related costs of US$412,262 are included in general and administration expenses on the consolidated statement
of profit or loss and other comprehensive income, and in operating cash flows in the consolidated statement of cash flows.
46 Annual Report 2018
13
Interests in other entities
(a)
Material subsidiaries
The Group’s principal subsidiaries at 30 June 2018 are set out below. Unless otherwise stated, they have share capital consisting
solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting
rights held by the Group. The country of incorporation or registration is also their principal place of business.
Name of entity
Place of
business/
country of
incorporation
Sensera Inc.
United States
nanotron Technologies GmbH
Germany
Name of entity
Sensera Inc.
nantron Technologies GmbH
Ownership interest
held by the group
Ownership interest
held by non-
controlling interests
2018
%
100
100
2017
%
100
-
2018
%
-
-
Ownership interest held by
non-controlling interests
2017
%
100.0
-
Principal activities
Design and manufacture of
specialised high
performance microsensors
and MEMS
Provide electronic location
awareness solutions
14
Contingent liabilities and contingent assets
The Group had no contingent liabilities at 30 June 2018. (2017: US$Nil)
Notes to the consolidated financial statements
47
15
Commitments
(a)
Capital commitments
The Group has no capital commitments as at 30 June 2018. (2017: US$Nil)
(b)
Non-cancellable operating leases
As 30 June 2018, the Group had the following non-cancellable operating lease contracted but not capitalised in the financial
statements:
Commitments for minimum lease payments in relation to non-cancellable
operating leases are payable as follows:
Within one year
Later than one year but not later than five years
Later than five years
30 June 2018
30 June 2017
US$
US$
1,204,340
787,933
-
427,677
-
-
1,992,273
427,677
These leases relate to:
●
●
●
the non-cancellable office lease in the USA. The lease has a one year term with a five year exercisable renewal option.
The current lease expires on 28 February 2019;
the non-cancellable office lease in Germany, which expires in July 2020; and
the non-cancellable equipment lease in the USA which expires in June 2020.
16
Events occurring after the reporting period
In August and September 2018, the Group completed a private placement to institutional investors and an entitlement offer
to existing shareholders which raised a total of AUD8.8 million (before costs) via the issue of 80.3 million new shares at AUD0.11
per share.
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 financial year.
48 Annual Report 2018
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
Share-based payments
30 June 2018
30 June 2017
US$
809,411
403,443
US$
221,866
-
1,212,854
221,866
Detailed remuneration disclosures are provided in the remuneration report on pages 15 to 20.
(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
Share placement fees
Sublease expense
Reimbursement of expenses
(e)
Terms and conditions
30 June 2018
30 June 2017
US$
US$
-
19,734
31,133
234,996
251,137
-
-
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.
Notes to the consolidated financial statements
49
18
Share-based payments
(a)
Options issued
Set out below are summaries of options granted to employees and consultants during the year:
As at 1 July 2017
Granted during the year
Exercised during the year
Lapsed during the year
As at 30 June 2018 - outstanding
Vested and exercisable at closing balance
2018
Average exercise
price per share
option (AUD)
0.44
0.36
-
0.30
0.39
0.42
Number of
options
3,000,000
6,000,000
-
(500,000)
8,500,000
5,125,000
Share options outstanding at the end of the year have the following expiry date and exercise prices.
Grant date
Expiry date
26-Apr-17
26-Apr-17
26-Apr-17
25-Apr-18
25-Apr-19
25-Apr-20
30-Nov-17
29-Nov-22
8-Dec-17
8-Dec-17
15-Aug-20
17-Dec-22
Exercise price No. of share options No. of share options
AUD
0.300
0.400
0.500
0.350
0.400
0.350
30 June 2018
30 June 2017
-
750,000
1,750,000
3,000,000
1,500,000
1,500,000
8,500,000
500,000
750,000
1,750,000
-
-
-
3,000,000
Weighted average remaining contractual life of options outstanding at
end of period
3.17
2.24
(i)
Fair value of options granted
The model inputs for options granted during the year ended 30 June 2018 included:
Exercise
price AUD
Number of
options
granted
Expected
share price
volatility
Grant date
Years to
expiry
Dividend
yield
Risk-free
interest
rate
Fair value at
grant date
per option
US$
30-Nov-17
0.350
3,000,000
87.52%
8-Dec-17
8-Dec-17
0.400
1,500,000
87.52%
0.350
1,500,000
87.52%
5
3
5
Nil
Nil
Nil
2.13%
1.94%
2.13%
0.2328
0.1412
0.1997
6,000,000
50 Annual Report 2018
(b)
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the year were as follows:
Shares issued to consultants
Options issued to consultants
Options issued to employees
19
Remuneration of auditors
30 June 2018
30 June 2017
US$
US$
65,552
32,239
163,785
447,072
403,443
-
632,780
479,311
During the year 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:
(a)
(i)
Grant Thornton Audit Pty Ltd firm and related entities and other Grant Thornton network firms
Audit and other assurance services
Audit and other assurance services
Audit and review of financial statements
Total remuneration for audit and other assurance services
(ii)
Taxation services
Taxation services
Tax compliance services
Total remuneration for taxation services
(iii)
Other services
Other services
Consulting services
Total remuneration for other services
Total auditors' remuneration
2018
US$
184,771
184,771
2017
US$
85,181
85,181
2,216
2,216
7,540
7,540
4,293
4,293
68,984
68,984
191,280
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.
Notes to the consolidated financial statements
51
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 basic earnings per share attributable to the ordinary equity holders of the company
(c)
Reconciliation of earnings used in calculating loss per share
30 June 2018
30 June 2017
US Cents
US Cents
(4.51)
(4.51)
(5.67)
(5.67)
30 June 2018
30 June 2017
US Cents
US Cents
(4.51)
(4.51)
(5.67)
(5.67)
30 June 2018
30 June 2017
US$
US$
Basic loss per share
Loss attributable to the ordinary equity holders of the Company used in calculating basic
loss per share:
6,769,702
5,331,794
Diluted loss per share
Loss from continuing operations attributable to the ordinary equity holders of the
Company
Used in calculating basic loss per share
6,769,702
5,331,794
(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
150,081,273
93,961,003
The outstanding share options as at 30 June 2018 are considered to be anti-dilutive and therefore were excluded from the
diluted weighted average number of ordinary shares calculation.
2018
2017
Number
Number
52 Annual Report 2018
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
Foreign currency translation
Share-based payments
Retained earnings
Loss for the year
30 June 2018
30 June 2017
US$
US$
174,523
412,410
21,245,148
10,006,250
21,419,671
10,418,660
2,254,811
164,315
20,237,536
10,793,542
467,509
1,014,300
309,101
447,072
(2,554,485)
(1,295,370)
19,164,860
10,254,345
(1,259,115)
(1,295,370)
As at 30 June 2018, the intercompany loan balance between the parent entity and its subsidiary amounted to US$11,345,659.
(b)
Guarantees entered into by the parent entity
During the period ended 30 June 2018, the parent entity has entered into an agreement to provide guarantee over the event
of default caused by its subsidiary Sensera Inc. in relation to the equipment lease arrangement. (2017: US$Nil)
(c)
Contingent liabilities of the parent entity
The parent entity did not have any contingent liabilities as at 30 June 2018. (2017: US$Nil)
(d)
Commitment of the parent entity
The parent entity did not have any commitment as at 30 June 2018. (2017: US$Nil)
Notes to the consolidated financial statements
53
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 financial year. The period of previous year covered the period from inception on 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$6,769,702, and had operating cash outflows of US$6,106,056 for the financial year. As at
30 June 2018, the Group had a net current asset deficiency of US$584,489 and cash and cash equivalents balance was
US$2,030,566. Prima facie, these conditions indicate a material uncertainty relating to the Group’s ability to continue as a
going concern.
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. Since inception, the Group has successfully
raised over US$18.8 million from issuing shares. Subsequent to the end of the year, the Group successfully raised another
US$6.3 million (AUD 8.8 million) from private placement and entitlement offer.
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 1
July 2017:
● AASB 2016-1 Amendments to Australian Accounting Standards - Recognition of Deferred Tax Assets for Unrealised
Losses
● AASB 2016-2 Amendments to Australian Accounting Standards - Disclosure Initiative: Amendments to AASB 107, and
● AASB 2017-2 Amendments to Australian Accounting Standards - Further Annual Improvements 2014-2016 Cycle.
●
The Group also elected to adopt the following amendment early:
● AASB 2017-1 Amendments to Australian Accounting Standards - Transfers of Investment Property, Annual
Improvements 2014-2016 Cycle and Other Amendments.
As these amendments merely clarify the existing requirements, they do not affect the group’s accounting policies or any of
the disclosures.
54 Annual Report 2018
(v)
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2018 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.
Nature of change
Impact
Title of
standard
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 revenue recognition
model
- changes the basis for deciding whether
revenue is to be recognised over time or
at a point in time
- 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
initial 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 2018, the
Group had an outstanding operating
lease commitment of US$1,992,273, see
note 15.
AASB 9
Financial
instruments
AASB 9 addresses the classification,
measurement and derecognition of
financial assets and financial liabilities,
introduces new rules for hedge
accounting and a new impairment model
for financial assets.
Management has considered the
recognition and measurement
requirements of AASB 9 and do not
expect the new guidance to affect the
classification and measurement of its
financial instruments as the Group does
not have any long-term financial assets,
liabilities or derivatives in existence.
Mandatory for financial
years commencing on
or after 1 January 2018.
At this stage, the Group
does not intend to
adopt the standard
before its effective date.
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.
Notes to the consolidated financial statements
55
(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 (refer to
note 22(g)).
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 2018 and the results of all subsidiaries for the year 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, which is the Chief Executive Officer.
Management has determined the operating segments based on the reports reviewed by the Chief Executive Officer, under the
advisement of the full Board of Directors, that are used to make strategic decisions.
(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 presentation currency because majority of its operations including
the head office are located in the United States of America. The functional currency of the parent Sensera Ltd is AUD, which is
different to its presentation currency of US$.
(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.
56 Annual Report 2018
(iii)
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.
Notes to the consolidated financial statements
57
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)
Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity
instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the
●
●
●
●
●
fair values of the assets transferred
liabilities incurred to the former owners of the acquired business
equity interests issued by the Group
fair value of any asset or liability resulting from a contingent consideration arrangement, and
fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in
the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate
share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the
●
●
●
consideration transferred,
amount of any non-controlling interest in the acquired entity, and
acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value
of the net identifiable assets of the subsidiary acquired, the difference is recognised directly in profit or loss as a bargain
purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their
present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at
which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity
interest in the acquire is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement
are recognised in profit or loss.
The excess of the consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value
of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable
assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly
in profit or loss as a bargain purchase.
The "pooling method" of accounting is used to account for common control business combinations by the Group, as follows:
●
the assets and liabilities of the acquiree are recorded at book value not fair value (although adjustments should be
recorded to achieve uniform accounting policies);
58 Annual Report 2018
●
●
●
●
●
intangible assets and contingent liabilities are recognised only to the extent that they were recognised by the acquiree
in accordance with applicable IFRS (in particular IAS 38);
no goodwill is recorded. The difference between the acquirer's cost of investment and the acquiree's equity is
presented separately within OCI on consolidation;
any non-controlling interest is measured as a proportionate share of the book values of the related assets and
liabilities (as adjusted to achieve uniform accounting policies);
any expenses of the combination are written off immediately in the consolidated statement of comprehensive
income; and
comparative amounts are restated as if the combination had taken place at the beginning of the earliest comparative
period presented.
(h)
Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are
tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset's fair value less costs to sell and value-in-use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than
goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
(i)
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.
(j)
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(b) for further information about the group’s accounting for trade receivables
and note 10(b) for a description of the Group's impairment policies.
(k)
(i)
Inventories
Raw materials and stores, work in progress and finished goods
Raw materials and stores, work in progress and finished goods 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. Cost includes the reclassification from equity of any gains or losses
on qualifying cash flow hedges relating to purchases of raw material but excludes borrowing costs. 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.
(l)
Property, plant and equipment
The Group's accounting policy for land and buildings is explained in note 6(c). 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.
Notes to the consolidated financial statements
59
The depreciation methods and periods used by the group are disclosed in note 6(c).
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 (note 22(h)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or
loss.
(m)
Intangible assets
(i)
Goodwill
Goodwill is measured as described in note 22(g). Goodwill on acquisitions of subsidiaries is included in intangible assets.
Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances
indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal
of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-
generating units or groups of cash-generating units that are expected to benefit from the business combination in which the
goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal
management purposes, being the operating segments (note 1).
(ii)
Trademarks, licences and capitalised development costs
Separately acquired trademarks and licences are shown at historical cost. Trademarks, licenses and customer contracts
acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are
subsequently carried at cost less accumulated amortisation and impairment losses.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for
use.
(n)
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year 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.
(o)
Provisions
Provisions for service warranties and other obligations are recognised when the Group has present service obligation as a
result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can
be reliably estimated. Provisions are not recognised for future operating losses.
(p)
(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.
(q)
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.
60 Annual Report 2018
(r)
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.
(s)
(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 financial year.
(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.
(t)
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.
(u)
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.
(v)
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.
Directors' declaration
61
Directors' declaration
30 June 2018
In the Directors' opinion:
(a)
the financial statements and notes set out on pages 24 to 60 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 2018 and of its
performance for the year 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 2018.
This declaration is made in accordance with a resolution of Directors.
Matthew Morgan
Director
Brisbane
28 September 2018
Level 18
King George Central
145 Ann Street
Brisbane QLD 4000
Correspondence to:
GPO Box 1008
Brisbane QLD 4001
T + 61 7 3222 0200
F + 61 7 3222 0444
E info.qld@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of Sensera Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Sensera Limited (the Company) and its subsidiaries (the Group), which comprises
the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies, and the Directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
a giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance for the year
ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and
the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
Material uncertainty related to going concern
We draw attention to Note 22 (a) (iii) in the financial statements, which indicates that the Group incurred a net loss of
US$6,769,702 during the year ended 30 June 2018, and has operating cash outflows of US$6,106,056 for the year then
ended, and is reliant on raising equity in the future to fund its ongoing operations. As stated in Note 22 (a) (iii), these events or
conditions, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material uncertainty related to going concern section, we have determined the
matters described below to be the key audit matters to be communicated in our report.
Key audit matter
Business Acquisition
Note 12
How our audit addressed the key audit matter
During the current financial year Sensera Limited acquired 100% of
the shares of nanotron Technologies GmbH (“nanotron”).
Our procedures included, amongst others:
• Assessing the acquisition against the criteria of a business
combination as defined in AASB 3 Business Combinations and the
Group’s determination of the acquisition date by reference to key
transaction documents;
• Assessing the estimated fair value of the assets and liabilities
acquired;
• Assessing the fair value of the purchase consideration;
• Critically evaluating the models developed by the Group to
determine the fair values of the identifiable intangible assets; and
• Assessing the adequacy of the Group's disclosures in the financial
statements in respect of AASB 3 and the requirements therein.
Accounting for this transaction is complex and requires Management
to exercise judgement in determining the fair value of acquired assets
and liabilities, the fair value of the purchase consideration, and the
allocation of purchase consideration to separately identifiable
intangible assets and goodwill.
Business combinations are a key audit matter due to:
• The size of the nanotron acquisition and its materiality to the
Group;
• The level of judgement required in evaluating the Group’s
purchase price allocation including the assessment of identifiable
intangible assets arising on acquisition; and
• The level of judgement required in evaluating the Group’s
estimates pertaining to the measurement of deferred consideration
arrangements.
Goodwill and Intangible Assets
Note 6d
As at 30 June 2018, the carrying value of goodwill was US$5,959,850
and intangible assets costs was US$3,085,223.
Our procedures included, amongst others:
• Considering the application of the requirements of AASB 136
The Group is required to perform an annual impairment test of
indefinite lived intangible assets in accordance with AASB 136
Impairment of Assets.
Value-in-use was determined by management by estimating the future
cash inflows and outflows to be derived from the continuing use of the
assets and / or their ultimate disposal, and applying the appropriate
discount rate to those future cash flows.
Impairment of Assets to the Group’s impairment testing
methodology and model;
• Assessing the Group’s determination of CGUs;
• Making inquiries of management to obtain and document an
understanding of their process to assess the risk of impairment;
• Evaluating management’s process to determine if it appropriately
addresses the risks;
• Verifying the mathematical accuracy and methodology
appropriateness of the underlying model calculations.
Key audit matter
How our audit addressed the key audit matter
This is a key audit matter due to the judgements and estimates
required in calculating the recoverable amount on a value-in-use
basis.
Revenue Recognition
Note 2
Revenue is a key item in the Statement of Profit or Loss and Other
Comprehensive Income and is a key audit matter given the nature and
timing of revenue, and the associated work in progress and deferred
revenue balances.
Additionally, ASA 240 The Auditors Responsibility in relation to Fraud
in an Audit of A Financial Report requires us to consider the risk of
material misstatement due to fraudulent financial reporting relating to
revenue recognition.
• Evaluating the cash flow projections and the process by which they
were developed by comparing the cash flows to the latest Board
approved budgets or strategic plans and assessing the historical
accuracy of the budgeting process;
• Assessing the key growth rate assumptions by comparing them to
historical results (where applicable) and forecasts;
• Assessing the discount rate by reference to the cost of capital of
the Group;
• Performing sensitivity analysis on the key assumptions in the
model; and
• Assessing the adequacy of the Group's disclosures in the financial
statements in respect of AASB 136 and the requirements therein.
Our procedures included, amongst others:
• Assessing the revenue recognition policies for appropriateness
and compliance with AASB 118 Revenue.
• Performing testing of a sample of transactions to determine
whether revenue was recognised in line with the Group’s revenue
recognition policy and accounting standards;
• Evaluating, on a sample basis, the work in progress and unearned
income balances by obtaining the corresponding sales contracts
and other supporting documentation and testing that appropriate
amounts were recognised at the reporting date; and
• Assessing the appropriateness of financial statement disclosures.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the
Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report
thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors’ for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our
auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 15 to 20 of the Directors’ report for the year ended 30 June
2018.
In our opinion, the Remuneration Report of Sensera Limited, for the year ended 30 June 2018 complies with section
300A of the Corporations Act 2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
CDJ Smith
Partner - Audit & Assurance
Brisbane, 28 September 2018
66 Annual Report 2018
Shareholder Information – as at 17 September 2018
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
Including 59 Unmarketable Parcels holders.
B.
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Name
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
TRITON SYSTEMS INC
J P MORGAN NOMINEES AUSTRALIA LIMITED
NEWBURYPORT CAPITAL LTD
MAPLE MANAGEMENT LTD
EMPLOYEE EQUITY ADMINISTRATION PTY LTD
GUERILLA NOMINEES PTY LTD
DEAD KNICK CAPITAL PTY LTD
MR PAUL HENRI VERON & MRS JULIE ANNE VERON
SANDHURST TRUSTEES LTD
FOCUS ASSET MANAGEMENT PTY LTD
MR PAUL ARACAPITAL INVESTMENTS PTY LTD
HEALTHVILLE INVESTMENTS PTY LTD
JOHN W KING NOMINEES PTY LTD
OLIVAB PTY LTD
TINTERN (VIC) PTY LTD
SZABO TRADING PTY LTD
MR ROBERT JESSE HUNT
CITICORP NOMINEES PTY LIMITED
SZABO TRADING PTY LTD
No. of holders
No. of shares
29
57
76
302
277
741
1,709
188,935
636,973
13,976,948
229,462,870
244,267,435
Ordinary shares
Number held
Percentage of
issued shares
13,876,416
11,875,000
11,139,193
10,025,000
9,740,000
9,068,598
7,659,620
7,077,777
3,827,777
3,411,416
3,409,091
3,392,227
2,888,618
2,570,940
2,375,000
2,373,428
2,368,330
2,166,666
2,106,897
2,047,294
5.68
4.86
4.56
4.10
3.99
3.71
3.14
2.90
1.57
1.40
1.40
1.39
1.18
1.05
0.97
0.97
0.97
0.89
0.86
0.84
113,399,288
46.43
Shareholder Information – as at 17 September 2018
67
Unquoted equity securities
Unquoted options
8,500,000
16
Number on issue
Number of holders
One holder, MR RALPH HENRY SCHMITT, holds 3,000,000 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:
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
13,876,416
5.68%
Number held
Percentage
D.
Voting rights
The voting rights attaching to each class of equity securities are set out below:
(a)
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.
(b)
Options: no voting rights.
E.
Listing Rule 4.10.19 disclosure
For the purpose of ASX LR 4.10.19, the Board confirm that during the period from 22 December 2016 to 30 June 2018, Sensera
Limited used its cash and assets readily convertible to cash in a manner consistent with its stated business objectives.