Sensera Limited
ABN 73 613 509 041
Annual Report - 30 June 2020
Sensera Limited
Corporate directory
30 June 2020
Directors
Mr Camillo Martino - Independent Non-Executive Chairman
Mr Ralph Schmitt - Managing Director
Mr Jonathan Tooth - Non-Executive Director
Mr Simon Peeke – Non Executive Director
Company secretary
Mr Mark Pryn
Registered office &
Principal place of business
C/- Baudin Consulting Pty Ltd
Level 14, 440 Collins Street
Melbourne VIC 3000
Share register
Auditor
Solicitors
Bankers
Boardroom Pty Limited
Grosvenor Place
Level 12, 225 George Street
Sydney NSW 2000
+61 (0)2 9290 9600
Grant Thornton Audit Pty Ltd
Level 18, 145 Ann Street
Brisbane QLD 4000
+61 (0)7 3222 0200
McCullough Robertson
Level 11, Central Plaza Two, 66 Eagle Street
Brisbane QLD 4000 Australia
Telephone: +61 (0)7 3233 8888
National Australia Bank
330 Collins Street
Melbourne VIC 3000
Stock exchange listing
Sensera Limited shares are listed on the Australian Securities Exchange (ASX code:
SE1)
Website
www.sensera.com
1
Sensera Limited
Review of Operations
30 June 2020
Review of Operations
Results
US$m
Revenue from contracts with customers
Gross Profit
Gross Profit Margin
Underlying EBIT** (loss)
Statutory Loss after Income Tax
Underlying Loss after Income Tax
** EBIT is Earnings Before Interest and Tax
2020
11.80
5.67
48%
(3.71)
(8.33)
(4.47)
2019 Change %
10.18
16%
4.15
41%
(9.42)
(9.54)
(9.54)
37%
61%
13%
53%
Reconciliation of Underlying EBIT and Loss after Income Tax to Statutory
2019
$(9.54)
2020
$(8.33)
Impairment of goodwill
IOTS Restructure
US$m
Statutory Loss after Income Tax
Add back
-
-
- Gain on warrant revaluation
- Gain on debt refinancing
- Additional debt refinancing costs
- On going financing costs
- Tax (benefit) / expense
Underlying EBIT
Deduct - Finance costs
Add - Tax benefit / (expense)
Underlying Loss after Income Tax
Group performance
1.89
1.22
(0.36)
(0.45)
1.56
0.86
(0.10)
(3.71)
(0.86)
0.10
(4.47)
-
-
-
0.11
0.01
(9.42)
(0.11)
(0.01)
(9.54)
The Group recorded revenue of US$11.80m, an improvement of 16% on FY19. Pleasingly the gross profit increased by
37% to US$5.67m with the gross margin increasing from 41% to 48%. Gross margins improved in the second half of FY20
from 40% in the first half to 59%, which was in line with expectation as result of improved product mix and supply chain cost
improvements.
Underlying EBIT losses were reduced by 61% on FY19 to US$3.71m. A significant contributor to the improved results was
a major restructure of the IOTS division together with lesser restructuring activities in Microdevices and Group corporate
resulting in total annualized operating expenses being reduced by US$3.0m. As a result of the restructure in IOTS, the Group
incurred a restructure cost which was finalised at US$1.22m representing redundancy and legal expenses. These have been
removed from statutory EBIT to arrive at underlying EBIT and Underlying Loss after Income Tax.
The Group also benefited from reductions in cost and cash expenditure from April to July due to COVID-19 initiated pay
reductions and received additional cash through the US Payroll Protection Program and the German Short Time Program.
The carrying value of goodwill on the IOTS business resulting from the nanotron acquisition was reassessed in the current
market environment and an impairment of US$1.89m was booked. This has been removed from statutory EBIT to arrive at
underlying EBIT and Underlying Loss after Income Tax.
Depreciation charges increased from US$0.12m to US$0.98m primarily due to additional equipment purchased under
existing equipment lease, and the treatment by the new lease accounting standard (AASB16).
2
Sensera Limited
Corporate directory
30 June 2020
In September 2019, the Group replaced a US$1.96m invoice financing facility with a US$4.33m four-year secured debt facility
with an interest rate of 11.75%. Finance costs increased in FY20 as a result.
Cash balances at the end of the reporting period were US$1.40m compared to US$0.84m at the end of the previous reporting
period. Net cash used in operating activities was US$3.07m (2019: US$8.16m) was largely funded by the financing activities
described above, a US$2.15m capital raising as well as COVID-19 initiated government programs.
Segmented business performance
IOT Solutions (IOTS)
Revenues were US$6.99m slightly above the US$6.76m recorded in the previous year. The division saw strong revenues in
the first half of the year and declines in the second half as the Zoetis chip agreement concluded together with some customer
delays due to the impact of COVID-19.
The gross margin improved dramatically and ended the year at 67% in line with the company’s expectation. This was primarily
driven by the completion of the Zoetis chip agreement in January which was partially replaced with infrastructure (anchors
and software) components at higher margins. These products also benefited from cost reductions undertaken during the
year including a manufacture transition to Thailand.
A significant restructure occurred in December 2019 to align costs with the near-term revenue projections. Annualized
operating expenses for IOTS were reduced by US$2.0m to US$2.5m thereby allowing the division to operate profitably
(before allocation of corporate costs) at annualised revenue of US$4.0m.
Operating costs were further reduced in April 2020 with reduced salaries and general expenses due to the stay at home
initiative but have unwound as normal office arrangements have now resumed. Some of this increase is offset by lower
office expenses as the division has moved into smaller more efficient and cost-effective office space.
MicroDevices (MD)
MD was deemed an essential business and operated throughout the COVID-19 pandemic and it has continued its significant
growth with FY20 revenues of US$4.81m constituting a 41% increase year on year. With the additional products continuing
to ramp, this business is expected to structurally grow in FY21.
The division diversified its relationship with its top customer, Abiomed, across multiple products and expanded beyond
delivering a MEMS structure to also doing micro assembly work and manufacturing full sensor solutions. MD is now in a
position where it is consistently delivering these products at good yields and volumes laying the groundwork for business
expansion after a slower 2nd half.
Multiple customers in the biomed market were progressed during this time including the delivery of a COVID sensor.. The
COVID sensor is still in preproduction, but significant progress has been made towards full production and customer
submission for FDA approval is expected shortly. MD expects to improve yield and ramp this product into full production
leading to increased revenue and greater fabrication utilization to drive divisional profitability throughout FY21.
The company further diversified its customers with engagements in embedded glucose monitoring sensors, autonomous
vehicle optical sensors and quantum computing components. These activities generated material non-recurring engineering
(NRE) based revenue with the prospect of production revenue during FY21.
3
Sensera Limited
Corporate directory
30 June 2020
Finance
In September 2019, the Group replaced a US$1.95m invoice financing facility with a US$4.32m (equivalent to A$6.40m)
four-year secured debt facility with an interest rate of 11.75%. The secured debt facility arrangements included the grant of
35,555,556 warrants to acquire ordinary shares at a price of A$0.18. The fair value of these warrants as at grant date was
included in borrowing costs to be amortised over the facility term.
In May 2020, a further 51,200,000 warrants to acquire ordinary shares at a price of A$0.03 were issued to the secured debt
lenders in exchange for waiving financial covenants and other concessions under the facility. In substance and pursuant to
the accounting standards this represented a debt extinguishment event resulting in US$1.56m additional financing cost
comprising the fair value of the warrants as at grant date and the existing unamortised borrowing costs being written off. This
was partly offset by the recognition of a fair value gain of US$0.45m attributable to the measurement of the principal
outstanding as at restructure date discounted to its present value using the effective interest rate.
Outlook
Post the end of the year and leading up to the release of this report, the Group decided it was in the best interest of
shareholders to sell the IoT Solutions business and focus the Group’s efforts and capital towards the leading edge MEMs
sensor business. This transaction has significantly improved the capital structure with all debt now repaid while still holding
on to some cash to support working capital requirements. The Group is well positioned to become profitable through
prudent capital and people investments to take advantage of growth opportunities.
4
Sensera Limited
Directors' report
30 June 2020
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 2020. Throughout the report, the consolidated entity is referred to as the Group.
Directors and Company Secretary
The following persons were Directors of Sensera Limited during the whole of the financial year and up to the date of this
report, unless otherwise stated:
Mr Camillo Martino, Independent Non-Executive Director (appointed Board Chairman 20 October 2020)
Mr Ralph Schmitt, Managing Director & CEO
Mr Jonathan Tooth, Non-Executive Director
Mr Simon Peeke, Non-Executive Director (appointed 20 October 2020)
Mr Allan Brackin, Non-Executive Director & Board Chairman (resigned 20 October 2020)
Mr George Lauro, Non-Executive Director (resigned 20 October 2020)
Mr Matthew Morgan, Non-Executive Director (resigned 3 October 2019)
The Company Secretary was Mr Phillip Hains until 28 February 2020, when Mr Mark Pryn was appointed.
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). The Group’s proprietary microsensors and sensor
systems primarily serve the animal wellness, mine safety and the productivity and healthcare markets.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the Group after providing for income tax amounted to US$8,330,555 (30 June 2019: US$9,535,057).
Information on the operations and financial position of the Group and its business strategies and prospects is set out in the
review of operations and activities on pages 2 to 5 of this annual report.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
1.
2.
On 17 August 2020, the Company issued 1,342,351 shares under the Employee Security Ownership Plan.
On 24 September 2020, the Company granted 5,200,000 Options pursuant to the Employee Security Ownership Plan
Share and Board approved Long Term Incentive arrangements. The options were issued with an exercise price of
A$0.06 and expiry dates of 23 September 2024 (1,500,000 options) and 23 September 2025 (3,700,000 options). The
Company also advised that it had agreed to grant a further 4,000,000 Options subject to Shareholder approval.
On 6 October 2020, the Company announced the sale of its wholly owned subsidiary nanotron Technologies GmbH
(nanotron) to Inpixon (NASDAQ: INPX), for US$8,700,000 cash of which US$6,100,000 was used to repay all Group
borrowings. Under the terms of the transaction, US$750,000 of sales proceeds are subject to “holdback terms” to
cover transaction representations, warranties, and completion clauses. Debt servicing costs will be reduced by over
US$600,000 per year.
On 20 October 2020, the Company announced the following board changes. Mr Allan Brackin resigned as Director
and Board Chair. Mr Camillo Martino, a Silicon Valley based independent non-executive director was then
appointed Board Chair. Mr George Lauro also resigned as a non-executive director and Mr Simon Peeke was
appointed as additional Australian based independent non-executive director.
3.
4.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
5
Sensera Limited
Directors' report
30 June 2020
Likely developments and expected results of operations
Other than the information disclosed in the review of operations and activities on pages 2 to 5, there are no likely
developments or details on the expected results of operations that the Group has not disclosed.
Environmental regulation
The Group is not affected by any significant environmental regulation in respect of its operations.
Information on Directors
Name:
Title:
Experience and expertise:
Mr Allan Brackin
Independent Non-Executive Chairman (resigned 20 October 2020)
Allan has been involved in the technology industry for over 30 years at both executive
and non-executive level. At executive level he was group chief executive officer of
Volante Limited (ASX: VGL), from 2000 to 2004. Volante was one of Australia’s largest
IT services companies. From 1986 to 2000 Allan co- founded a number of IT
companies. These companies all became part of the Volante Group.
At non-executive level, Allan is also chairman of telecommunications carrier OptiComm
Ltd (ASX:OPC). He is also a member of the advisory board for several IT companies
and mentors a number of technology entrepreneurs.
Allan has a B. Applied Science from the Queensland University of Technology and has
attended the Owner President Management Program at Harvard University.
Other current directorships:
OptiComm Ltd (ASX: OPC), since 13 May 2014
Former directorships (last 3 years): GBST Holdings Limited (ASX: GBT), April 2015 to November 2019 and
RPM Global Holdings Ltd (ASX: RUL), since 30 November 2011 to June 2020
Special responsibilities:
Chair of the remuneration and nomination committee (resigned 20 October 2020)
Member of the audit and risk committee (resigned 20 October 2020)
Name:
Title:
Experience and expertise:
Mr Ralph Schmitt
Managing Director & CEO
Ralph's was previously an executive of Toshiba America Electronic Components, Inc.
(TAEC), 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.
In addition to his executive experience, Mr Schmitt has held multiple venture capital
advisory and board roles in the hardware and software sectors over the past two
decades. He holds a B. Science in Electrical Engineering from Rutgers University and
is fluent in German.
None
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Chief Executive Officer
6
Sensera Limited
Directors' report
30 June 2020
Name:
Title:
Experience and expertise:
Mr Jonathan Tooth
Non-Executive Director
Jonathan is an experienced director and provides strong corporate governance to the
board. He is also chair of the Group’s audit and risk committee. Mr Tooth is a director
at Henslow. He has over 25 years' experience in corporate finance, capital raisings,
placements and initial public offerings, corporate advice, and restructuring specifically
in the small to middle market.
Other current directorships:
Jonathan holds a B. Arts (Economics and Financial Studies) from Macquarie University.
Generation Development Group Limited (ASX: GDG), since 1 May 2012 and
Vita Life Sciences Limited (ASX: VLS), since 26 July 2012.
Former directorships (last 3 years): None
Special responsibilities:
Chair of the audit and risk committee
Member of the remuneration and nomination committee
Name:
Title:
Experience and expertise:
Mr George Lauro
Non-Executive Director (resigned 20 October 2020)
George has been appointed as a MEMS industry expert with a track record of mergers
and acquisitions, and to source potential technologies for Sensera Limited 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 commercialization 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 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:
None
Former directorships (last 3 years): None
7
Sensera Limited
Directors' report
30 June 2020
Name:
Title:
Experience and expertise:
Mr Camillo Martino
Non-Executive Director (appointed as Board Chair 20 October 2020)
Camillo has served as Non-Executive Director of Sensera Limited since 1 July 2018.
He is a board member and executive advisor to a number of other high technology
companies. Mr. Martino is currently the Chairman of the Board at Magnachip
Semiconductor Corp (NYSE:MX) and has served on this board since August 2016.
Mr. Martino also serves on the board at multiple privately-held companies, including
VVDN Technologies and KeraCel.
Mr Martino was the chief executive officer and director of Silicon Image, Inc. until it was
acquired by Lattice Semiconductor in 2015. His semiconductor experience also
includes the position of COO at Zoran Corporation, and earlier in his career, he served
at National Semiconductor in four different countries including Japan and China over a
nearly 14-year period.
Camillo holds a B. Applied Science from the University of Melbourne and a Graduate
Diploma in Digital Communication from Monash University in Australia.
Other current directorships:
Magnachip Semiconductor Corp (NYSE: MX), since August 2016.
Former directorships (last 3 years): MosChip Technologies Limited (BOM: 532407), resigned in May 2019 and
Special responsibilities:
Name:
Title:
Experience and expertise:
Cypress Semiconductor (NASADQ: CY), resigned in April 2020
None
Mr Simon Peeke
Non-Executive Director (appointed 20 October 2020)
Simon has been working with Sensera since October 2019 in an investor relations
capacity and supporting the finance team. Based in Melbourne, Simon and has a
strong financial background coupled with over 20 years of operating experience both
at CFO and CEO levels. Earlier in his career he was the Regional Director of
Metromedia Technologies which revolutionised the outdoor advertising industry with
patented computer painting technology. He has been instrumental in several business
turnaround projects and has significant experience in merger and acquisition
transactions both acting as a buyer and seller. Simon founded his consulting business
in 2015 aimed at providing strategic financial and structuring advice for small cap and
privately owned businesses. He was a member of the CPA and received a Bachelor of
Business from Monash University.
None
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Chair of remuneration and nomination committee (appointed 20 October 2020)
Member of the audit and risk committee (appointed 20 October 2020)
Name:
Title:
Experience and expertise:
Other current directorships:
Mr Matthew Morgan
Non-Executive Director (resigned 3 October 2019)
Matthew has over 13 years' executive management experience in private equity funded
portfolio companies and 10 years' experience 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).
Leaf Resources Limited (ASX: LER), since 21 July 2014
Total Brain Limited (ASX: TTB), since 1 March 2016
Former directorships (last 3 years): None
Special responsibilities:
Chair of the audit and risk committee (resigned 3 October 2019)
Member of the remuneration and nomination committee (resigned 3 October 2019)
8
Sensera Limited
Directors' report
30 June 2020
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and
excludes directorships of all other types of entities, unless otherwise stated.
Company secretary
Mr Mark Pryn (appointed 28 February 2020)
Mark Pryn is a Chartered Accountant and a member of the Governance Institute Australia with over 25 years' corporate
experience in senior finance and governance roles, including 10 years as an ASX listed company secretary. Mark is now
principal of Baudin Consulting Pty Ltd, a firm focused on providing governance, financial and regulatory compliance services
to a broad client base. Mark has extensive board, governance and financial reporting experience within the corporate and
not for profit sectors.
Mr Phillip Hains (resigned 28 February 2020)
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the
year ended 30 June 2020, and the number of meetings attended by each Director were:
Full Board
Remuneration and
Nomination Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
Mr Allan Brackin
Mr Ralph Schmitt
Mr Jonathan Tooth
Mr George Lauro
Mr Camillo Martino
Mr Matthew Morgan
12
12
12
12
10
1
12
12
12
12
12
3
1
-
1
-
-
-
1
-
1
-
-
-
1
-
3
-
-
1
1
-
3
-
-
1
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant
committee.
9
Sensera Limited
Directors' report
30 June 2020
Remuneration report (audited)
The directors present the Sensera Limited, 2020 remuneration report, outlining key aspects of our remuneration policy and
framework, and remuneration awarded this year.
(a) Key management personnel (KMP) covered in this report
(b) Remuneration policy and link to performance
(c) Elements of remuneration
(d) Link between remuneration and performance
(e) Details of remuneration
(f)
Service agreements
(g) Share-based compensation
(h) Additional disclosures relating to key management personnel
(a) Key management personnel covered in this report
Non-executive and executive directors
●
●
●
●
●
●
Mr Allan Brackin, Independent Non-Executive Chairman (resigned 20 October 2020)
Mr Ralph Schmitt, Managing Director & CEO
Mr Jonathan Tooth, Non-Executive Director
Mr George Lauro, Non-Executive Director (resigned 20 October 2020)
Mr Camillo Martino, Non-Executive Director (appointed Chairman 20 October 2020)
Mr Matthew Morgan, Non-Executive Director (resigned 3 October 2019)
Other key management personnel
●
Mr David Garrison, Chief Financial Officer (CFO)
(b) Remuneration policy and link to performance
Our remuneration and nomination committee is made up of non-executive directors, with the CEO’s participation by invitation.
The committee reviews and determines our remuneration annually to ensure it remains aligned to business needs, and meets
our remuneration principles. The committee may also engage external remuneration consultants to assist with this review.
In particular, the board aims to ensure that remuneration practices are:
●
●
●
●
competitive and reasonable, enabling the Group to attract and retain key talent,
aligned to the Group's strategic and business objectives and the creation of shareholder value,
transparent and easily understood, and
acceptable to shareholders.
Element
Purpose
Performance metrics
Potential value
Fixed remuneration
(FR)
Short term incentive
(STI)
Provide competitive market
salary including
superannuation and non-
monetary benefits
Reward for in-year
performance and retention
Long term incentive
(LTI)
Alignment to long-term
shareholder value
Nil
Positioned at the market rate
Total shareholder return,
financial and operational
outcomes
EBITDA, annual sales
CEO: 100% of FR CFO: 35% of FR
CEO: 3,000,000 milestones shares
upon achieving specified hurdles
set out in section (c) of this report.
The LTI programme is currently
subject to remuneration and
nomination committee review.
10
Sensera Limited
Directors' report
30 June 2020
Remuneration report (audited) (cont.)
Assessing performance
The remuneration and nomination committee is responsible for assessing performance against KPIs and determining the
STI and LTI to be paid. To assist in this assessment, the committee may elect to receive data from independently run surveys.
Performance is monitored in detailed quarterly operations reviews throughout the year and a formal extensive evaluation is
performed annually.
Share trading policy
Sensera Limited's securities trading policy applies to all directors and executives. See www.sensera.com and follow the link
to the 'board charter'. It only permits the purchase or sale of company securities during certain periods.
(c) Elements of remuneration
(i) Fixed annual remuneration (FR)
Key management personnel may receive their fixed remuneration as cash, or cash with non-monetary benefits such as
health insurance and car allowances. FR is reviewed annually, or on promotion. It is benchmarked against market data for
comparable roles in companies in a similar industry and with similar market capitalization. The committee aims to position
executives at or near the median, with flexibility to take into account capability, experience, value to the organization and
performance of the individual.
(ii) Short-term incentives (STI)
All executives are entitled to participate in a short-term incentive scheme which provides for executive employees to receive
a combination of short-term incentive (STI) as part of their total remuneration if they achieve certain performance indicators
as set by the board. The STI can be paid either by cash, or a combination of cash and the issue of equity in the company, at
the determination of the remuneration and nomination committee and ultimately the board.
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 FR against agreed key performance indicators (KPIs). On an annual basis, KPIs are reviewed and agreed in advance of
each financial year and include total shareholder return, financial and operational outcomes.
(iii) Long-term incentives (LTI)
Executives may also be provided with longer-term incentives through the Group's 'employee security ownership plan'
(ESOP), that was approved by shareholders at the annual general meeting held on 13 November 2017. The aim of the ESOP
is to allow executives to participate in, and benefit from, the growth of the Group as a result of their efforts and to assist in
motivating and retaining those key employees over the long-term. Continued service is the condition attached to the vesting
of the options. The board at its discretion determines the total number of options granted to each executive.
The CEO's remuneration package includes the following milestone-based share-based payments whereby the milestone
must be achieved by 30 June 2021:
●
●
●
1,000,000 shares payable on achieving US$1 million EBITDA
1,000,000 shares payable on achieving US$2 million EBITDA
1,000,000 shares payable on achieving US$50 million in annual sales
Refer to the table on page 16 for details of options issued to the CEO and CFO. These options do not have milestone hurdles
attached but do have continued service conditions.
11
Sensera Limited
Directors' report
30 June 2020
Remuneration report (audited) (cont.)
(d) Link between remuneration and performance
Statutory performance indicators
We aim to align our executive remuneration to our strategic and business objectives and the creation of shareholder wealth.
The table below shows measures of the Group's financial performance since inception (as the business has been established
less than five years as required by the Corporations Act 2001). However, these are not necessarily consistent with the
measures used in determining the variable amounts of remuneration to be awarded to KMPs. As a consequence, there may
not always be a direct correlation between the statutory key performance measures and the variable remuneration awarded.
Loss for the year attributable to owners (US$)
8,330,555
9,535,057
6,769,702
5,331,794
Basic loss per share (US cents)
Share price at year end (A$)
2.71
0.03
4.03
0.12
4.51
0.19
5.67
0.29
2020
2019
2018
2017
Principles used to determine the nature and amount of remuneration
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role.
ASX listing rules require the aggregate non-executive directors' remuneration (fee pool) to be determined periodically by a
general meeting. Since listing in 2016, the maximum aggregate non-executive director remuneration has been set at
a A$300,000 per annum. For the year ended 30 June 2020, fees paid to non-executive directors were A$156,250 being 52%
of the maximum fee pool.
Voting and comments made at the Company's 25 November 2019 Annual General Meeting ('AGM')
At the 25 November 2019 AGM, 82.26% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2019. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
(e) Details of remuneration
Amounts of remuneration
The following tables show details of the remuneration expense recognised for the Group's key management personnel for
the current and previous financial year measured in accordance with the requirements of the accounting standards.
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following Directors of Sensera Limited:
●
●
●
●
●
●
Mr Allan Brackin, Independent Non-Executive Chairman (resigned 20 October 2020)
Mr Ralph Schmitt, Managing Director & CEO
Mr Jonathan Tooth, Non-Executive Director
Mr George Lauro, Non-Executive Director (resigned 20 October 2020)
Mr Camillo Martino, Non-Executive Director (appointed Chairman 20 October 2020)
Mr Matthew Morgan, Non-Executive Director (resigned 3 October 2019)
And the following person:
●
Mr David Garrison, CFO
12
Sensera Limited
Directors' report
30 June 2020
Remuneration report (audited) (cont.)
(e) Details of remuneration (cont.)
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
US$
Cash
bonus
US$
Non-
Super-
monetary annuation
US$
US$
Long
service
leave
US$
Equity-
settled
US$
Total
US$
26,856
30,213
20,142
20,142
7,553
242,154
191,585
538,645
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
26,109
-
-
14,561
-
52,965
30,213
20,142
34,703
7,553
-
61,442
303,596
-
-
27,879
129,991
219,464
668,636
2020
Non-Executive Directors:
Mr Allan Brackin
Mr Jonathan Tooth
Mr George Lauro
Mr Camillo Martino
Mr Matthew Morgan
Executive Directors:
Mr Ralph Schmitt
Other Key Management
Personnel:
Mr David Garrison
As a contribution towards organisational operating cost restructuring, for the year ended 30 June 2020, the non-executive
directors, executive director and other key management personnel agreed to be remunerated at lower levels than set out in
their respective service agreements. Short term incentive benefits were nil as the performance hurdles were not met.
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
US$
Cash
bonus
US$
Non-
Super-
monetary annuation
US$
US$
Long
service
leave
US$
Equity-
settled
US$
Total
US$
33,465
25,818
42,773
43,030
45,720
-
-
-
-
-
300,000
113,400
210,000
700,806
58,580
171,980
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,407
-
-
13,793
-
40,872
25,818
42,773
56,823
45,720
-
154,742
568,142
-
-
68,430
337,010
244,372 1,117,158
2019
Non-Executive Directors:
Mr Allan Brackin
Mr Jonathan Tooth
Mr George Lauro
Mr Camillo Martino
Mr Matthew Morgan
Executive Directors:
Mr Ralph Schmitt
Other Key Management
Personnel:
Mr David Garrison
13
Sensera Limited
Directors' report
30 June 2020
Remuneration report (audited) (cont.)
(e) Details of remuneration (cont.)
Notes: Cash bonus includes the amount accrued in the year ended 30 June 2019 in relation to FY 2019 performance as
follows:
●
●
Mr Ralph Schmitt was eligible for 37.8% of his performance bonus. This amounted to US$113,400 and was approved
by the board in FY 2020. The bonus was granted on the basis of partially meeting the year-on-year revenue growth and
securing working capital required to fund the operation during the financial year. No bonus was granted on Total
Shareholder Return, being majority of his entitlement and profitability.
Mr David Garrison was eligible for 79.7% of his performance bonus. This amounted to US$58,580 and was approved
by the board in FY 2020. The bonus was granted on the basis of partially meeting the year-on-year revenue growth,
securing working capital required to fund the operation during the financial year, timely reporting, successful
implementation of internal ERP system, and improvements of internal reporting structure and protocols. No bonus was
granted on profitability and Total Shareholder Return.
These bonuses were settled via the issue of Sensera Limited shares in December 2019.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Mr Allan Brackin
Mr Jonathan Tooth
Mr George Lauro
Mr Camillo Martino
Mr Matthew Morgan
Executive Directors:
Mr Ralph Schmitt
Other Key Management
Personnel:
Mr David Garrison
Fixed remuneration
2019
2020
At risk - STI
At risk - LTI
2020
2019
2020
2019
51%
100%
100%
100%
58%
82%
100%
100%
76%
100%
80%
53%
87%
62%
-
-
-
-
-
-
-
-
-
-
-
-
49%
-
-
-
42%
18%
-
-
24%
-
20%
20%
27%
18%
13%
20%
(f) Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. As
noted above, for the year ended 30 June 2020, the non-executive directors, executive director and other key management
personnel agreed to be remunerated at lower levels than set out in their respective service agreements Details of these
agreements are as follows:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Mr Allan Brackin
Independent Non-Executive Chairman
Unspecified
Fixed remuneration: A$80,000 per annum including director fee, effective 1 December
2018
Notice period: Unspecified
Mr Ralph Schmitt
Managing Director & CEO
Indefinite until terminated pursuant to termination clause
Fixed remuneration: US$300,000 per annum including director fee, effective 6
November 2017
Notice period: 30 days by either party
14
Sensera Limited
Directors' report
30 June 2020
Remuneration report (audited) (cont.)
(f) Service Agreements (cont.)
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Mr Jonathan Tooth
Non-Executive Director
Unspecified
Fixed remuneration: A$60,000 per annum including director fees, effective 1 July 2019
Notice period: Unspecified
Mr George Lauro
Non-Executive Director
Unspecified
Fixed remuneration: A$60,000 per annum including director and consulting fees,
effective 1 December 2017
Notice period: Unspecified
Mr Camillo Martino
Non-Executive Director
Unspecified
Fixed remuneration: A$60,000 per annum including director and consulting fees,
effective 1 July 2018
Notice period: Unspecified
Mr Matthew Morgan
Non-Executive Director (resigned 3 October 2019)
Unspecified
Fixed remuneration: A$45,000 per annum including director fees, effective 1 December
2018
Notice period: Unspecified
Mr David Garrison
Chief Financial Officer
Indefinite until terminated pursuant to termination clause
Fixed remuneration: US$210,000 per annum, effective 18 December 2017
Notice period: Unspecified
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
15
Sensera Limited
Directors' report
30 June 2020
Remuneration report (audited) (cont.)
(g) Share-based compensation
There were no shares issued to Directors and other key management personnel as part of compensation during the year
ended 30 June 2020.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other key
management personnel in this financial year or future reporting years are as follows:
Name
Mr Ralph Schmitt
Mr Ralph Schmitt
Mr Ralph Schmitt
Mr Ralph Schmitt
Mr David Garrison
Mr David Garrison
Mr David Garrison
Mr David Garrison
Mr Camillo Martino
Mr Camillo Martino
Mr Camillo Martino
Mr Allan Brackin
Mr Allan Brackin
Mr Allan Brackin
Number of
options
granted
Grant date
Vesting date and
exercisable date
750,000 30/11/2017
750,000 30/11/2017
750,000 30/11/2017
750,000 30/11/2017
375,000 08/12/2017
375,000 08/12/2017
375,000 08/12/2017
375,000 08/12/2017
250,000 29/04/2019
250,000 29/04/2019
250,000 29/04/2019
333,333 29/04/2019
333,333 29/04/2019
333,334 29/04/2019
06/11/2017
06/11/2018
06/11/2019
06/11/2020
08/12/2017
08/12/2018
08/12/2019
08/12/2020
02/07/2019
02/07/2020
02/07/2021
01/12/2019
01/12/2020
01/12/2020
Expiry date
29/11/2022
29/11/2022
29/11/2022
29/11/2022
17/12/2022
17/12/2022
17/12/2022
17/12/2022
03/07/2023
03/07/2023
03/07/2023
30/11/2023
30/11/2023
30/11/2023
Exercise
price
A$
Fair value per
option
at grant date
A$
$0.35
$0.35
$0.35
$0.35
$0.35
$0.35
$0.35
$0.35
$0.15
$0.15
$0.15
$0.15
$0.15
$0.15
$0.2328
$0.2328
$0.2328
$0.2328
$0.1997
$0.1997
$0.1997
$0.1997
$0.0646
$0.0646
$0.0646
$0.0675
$0.0675
$0.0675
Options granted carry no dividend or voting rights. Option vesting is subject to the holder remaining in office up to the vesting
date. There are no other vesting conditions.
There were no options over ordinary shares granted to or vested by Directors and other key management personnel as part
of compensation during the year ended 30 June 2020.
(h) Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key management
personnel of the Group, including their personally related parties, is set out below:
Balance at Received
as part of
the start of
the year
Other
remuneration* additions** disposals***
Other
Balance at
the end of
the year
Ordinary shares
Mr Allan Brackin
Mr Ralph Schmitt
Mr Jonathan Tooth
Mr George Lauro
Mr Camillo Martino
Mr Matthew Morgan (resigned)
Mr David Garrison
909,091
1,518,182
11,784,386
915,755
772,727
3,255,691
745,455
19,901,287
-
1,491,046
-
-
-
-
770,236
2,261,282
1,075,000
-
14,328
-
-
-
-
1,089,328
1,984,091
-
-
3,009,228
- 11,798,714
915,755
-
772,727
-
(3,255,691)
-
1,515,691
-
(3,255,691) 19,996,206
16
Sensera Limited
Directors' report
30 June 2020
Remuneration report (audited) (cont.)
(h) Additional disclosures relating to key management personnel (cont.)
*
Shares received as part of remuneration relate to the settlement of bonuses accrued in the year ended 30 June 2019.
The Company attributed a cash value of A$0.11 per share. Further details are provided in the FY19 remuneration tables
.
Other on market purchases and director's participation in the Group's capital raising during the year.
**
*** Other disposals relate to KMP holdings on the date they ceased to be a KMP.
Option holding
The number of options over ordinary shares in the Company held during the financial year by each Director and other
members of key management personnel of the Group, including their personally related parties, is set out below:
Balance at Granted
the start of
the year
as
remuneration Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
Options over ordinary shares
Mr Allan Brackin
Mr Ralph Schmitt
Mr Camillo Martino
Mr David Garrison
1,000,000
3,000,000
750,000
1,500,000
6,250,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
3,000,000
750,000
1,500,000
6,250,000
Other transactions with key management personnel and their related parties
During the previous year, the Group received a US$650,000 promissory note from a related entity of Mr Jonathan Tooth, a
director of the Group. The loan has a term of 12 months, with a 11.75% per annum interest rate payable quarterly. The
promissory note remains outstanding as at 30 June 2020.
This concludes the remuneration report, which has been audited.
Shares under option and warrants
(i) Unissued ordinary shares of Sensera Limited under option at the date of this report are as follows:
Grant date
Expiry date
30 November 2017
8 December 2017
1 July 2018
29 April 2019
29 April 2019 **
1 January 2019
1 January 2019
24 September 2020
24 September 2020
29 November 2022
17 December 2022
30 June 2022
3 July 2023
19 December 2020
30 November 2023
31 December 2023
23 September 2024
23 September 2025
Exercise price Number
A$
under option
$0.35
$0.35
$0.15
$0.15
$0.15
$0.15
$0.11
$0.06
$0.06
3,000,000
1,500,000
800,000
750,000
333,333
150,000
100,000
1,500,000
3,700,000
11,833,333
** This parcel is held by Mr Allan Brackin who resigned as a director on 20 October 2020. Upon Mr Brackin’s resignation 666,667 of
his unvested options lapsed and the expiry date for the remaining vested options was reset to 19 December 2020.
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the
Company or of any other body corporate.
17
Sensera Limited
Directors' report
30 June 2020
(ii) Unissued ordinary shares of Sensera Limited subject to warrants at the date of this report are as follows:
Grant date
Expiry date Exercise price A$
Number
09/10/2019 23/10/2023 Lower of A$0.18 or the theoretical ex-rights price (TERP) of any future capital
29,755,556
25/11/2019 24/11/2023 Lower of A$0.18 or the TERP of any future capital raise to increase shares on
5,800,000
raise to increase shares on issue by more than 15%
20/05/2020 19/05/2025 Lower of A$0.03 or the TERP of any future capital raise to increase shares on
51,200,000
issue by more than 15%
issue by more than 15%
86,755,556
Shares issued on the exercise of options
There were no ordinary shares of Sensera Limited issued on the exercise of options during the year ended 30 June 2020
and up to the date of this report.
Insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the
Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in Note 30 to the financial statements.
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in Note 30 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company,
acting as advocate for the Company or jointly sharing economic risks and rewards.
●
18
Sensera Limited
Directors' report
30 June 2020
Officers of the Company who are former partners of Grant Thornton Audit Pty Ltd
There are no officers of the Company who are former partners of Grant Thornton Audit Pty Ltd.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this Directors' report.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Mr Ralph Schmitt
Managing Director
29 October 2020
19
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 2020, 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, 29 October 2020
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.
Sensera Limited
Corporate Governance Statement
30 June 2020
Corporate Governance Statement
Sensera Limited and the board are committed to achieving and demonstrating the highest standards of corporate governance.
Sensera Limited has reviewed its corporate governance practices against the Corporate Governance Principles and
Recommendations (3rd edition) published by the ASX Corporate Governance Council.
The 2020 corporate governance statement is dated as at 29 October 2020 and reflects the corporate governance practices in
place throughout the 2020 financial year and up to the 29 October 2020. The 2020 corporate governance statement was
approved by the board on 29 October 2020. A description of the Group's current corporate governance practices is set out in
the Group's corporate governance statement which can be viewed at sensera.com.
21
Sensera Limited
Contents
30 June 2020
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Directors' declaration
Independent auditor's report to the members of Sensera Limited
Shareholder information
General information
23
24
25
26
27
68
69
73
These financial statements are consolidated financial statements for the Group consisting of Sensera Limited and its
subsidiaries. A list of subsidiaries is included in Note 26 (Interests in other entities).
Sensera Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal
place of business is:
C/- Baudin Consulting Pty Ltd
Level 14, 440 Collins Street
Melbourne VIC 3000
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 29 October 2020. The
Directors have the power to amend and reissue the financial statements.
22
Sensera Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2020
Revenue
Revenue from contracts with customers
Cost of sales
Gross profit
Other income
Gain/(loss) on remeasurement of warrant derivative
Other gains/(losses) - net
Fair value gain on refinanced secured loan
Total other income / gains and losses
Operation, overheads and administrative expenses
Research and development expenses
Selling and marketing expenses
Total operating expenses
Restructuring expenses
Depreciation and amortisation expense
Impairment of goodwill
Additional finance costs attributable to secured loan refinancing
Finance costs
Loss before income tax (expense)/benefit
Income tax (expense)/benefit
Loss after income tax (expense)/benefit for the year
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Note
Consolidated
2020
US$
2019
US$
2
11,797,799 10,179,856
(6,033,636)
(6,130,642)
3
3
3
3
4
5,667,157
4,146,220
166,015
357,510
(73,670)
444,687
894,542
88,599
-
(116,817)
-
(28,218)
(6,708,356)
(194,078)
(1,609,569)
(8,512,003)
(10,709,166)
(1,341,274)
(1,362,559)
(13,412,999)
(1,217,555)
(963,486)
(1,886,061)
(1,555,742)
(857,391)
-
(120,206)
-
(113,411)
(8,430,539)
(9,528,614)
99,984
(6,443)
(8,330,555)
(9,535,057)
122,797
(230,099)
122,797
(230,099)
(8,207,758)
(9,765,156)
US$
Cents
US$
Cents
Loss per share
Diluted loss per share
32
32
(2.71)
(2.71)
(4.03)
(4.03)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
23
Sensera Limited
Consolidated statement of financial position
As at 30 June 2020
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Current tax asset
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Customer deposits
Borrowings
Lease liabilities
Employee benefit obligations
Provisions
Other liabilities - government
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Warrant liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
Consolidated
2020
US$
2019
US$
5
6
7
4
9
1,395,057
920,362
1,157,023
80,119
110,735
3,663,296
838,136
2,001,688
1,151,838
-
377,539
4,369,201
10
8
11
821,714
1,794,702
7,664,029
920,627
-
9,466,142
10,280,445 10,386,769
13,943,741 14,755,970
12
2
13
8
16
17
13
8
14
1,584,443
-
2,000,000
1,002,497
121,860
883,690
620,925
6,213,415
3,026,701
618,923
2,466,064
-
135,714
500,350
-
6,747,752
3,075,951
851,677
1,223,007
920,318
6,070,953
-
-
-
920,318
920,318
12,284,368
7,668,070
1,659,373
7,087,900
18
19
31,173,047 28,476,830
84,869
(21,473,799)
123,561
(29,637,235)
1,659,373
7,087,900
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
24
Sensera Limited
Consolidated statement of changes in equity
For the year ended 30 June 2020
Consolidated
Issued
capital
US$
Common
control
reserve
US$
Share-based
payments
reserves
US$
Foreign
currency
translation
reserve
US$
Accumulated
losses
US$
Total equity
US$
Balance at 1 July 2018
20,237,536
(1,208,466)
1,014,300
385,704
(12,101,496)
8,327,578
Loss after income tax expense
for the year
Other comprehensive income
for the year, net of tax
Total comprehensive income for
the year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 18)
Share-based payments (note
29)
Lapsed options
-
-
-
8,070,088
169,206
-
-
-
-
-
-
-
-
-
-
-
286,184
(162,754)
-
(9,535,057)
(9,535,057)
(230,099)
-
(230,099)
(230,099)
(9,535,057)
(9,765,156)
-
-
-
-
8,070,088
-
162,754
455,390
-
Balance at 30 June 2019
28,476,830
(1,208,466)
1,137,730
155,605
(21,473,799)
7,087,900
Consolidated
Issued
capital
US$
Common
control
reserve
US$
Share-base
payments
reserves
US$
Foreign
currency
translation
reserve
US$
Accumulated
losses
US$
Total equity
US$
Balance at 1 July 2019
28,476,830
(1,208,466)
1,137,730
155,605
(21,473,799)
7,087,900
Adjustment for initial application
of AASB16 leases
Balance at 1 July 2019 -
restated
Loss after income tax benefit for
the year
Other comprehensive income
for the year, net of tax
Total comprehensive income for
the year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 18)
Share-based payments
(employees) (note 29)
Lapsed options
-
-
-
-
(82,263)
(82,263)
28,476,830
(1,208,466)
1,137,730
155,605
(21,556,062)
7,005,637
-
-
-
2,696,217
-
-
-
-
-
-
-
-
-
-
-
-
165,277
(249,382)
-
(8,330,555)
(8,330,555)
122,797
-
122,797
122,797
(8,330,555)
(8,207,758)
-
-
-
-
2,696,217
-
249,382
165,277
-
Balance at 30 June 2020
31,173,047
(1,208,466)
1,053,625
278,402
(29,637,235)
1,659,373
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
25
Sensera Limited
Consolidated statement of cash flows
For the year ended 30 June 2020
Cash flows from operating activities
Receipts from customers and others
Payments to suppliers and employees
Government grants – COVID-19
Note
Consolidated
2020
US$
2019
US$
12,387,097
(16,143,041)
9,204,460
(17,362,012)
(3,755,944)
687,072
(8,157,552)
-
Net cash used in operating activities
20
(3,068,872)
(8,157,552)
Cash flows from investing activities
Payment for purchase of subsidiary, net of cash acquired
Payments for property, plant and equipment
Payments for intangibles
Interest received
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from borrowings
Share issue transaction costs
Interest and other finance costs paid
Repayment of borrowings
Lease repayments
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
18
18
-
(68,110)
(136,859)
-
(2,225,645)
(360,816)
(587,009)
93
(204,969)
(3,173,377)
2,154,005
4,816,134
(137,135)
(408,086)
(1,956,226)
(629,930)
8,459,494
2,466,064
(468,295)
(113,411)
-
-
3,838,762 10,343,852
564,921
838,136
(8,000)
(987,077)
2,030,566
(205,353)
Cash and cash equivalents at the end of the financial year
5
1,395,057
838,136
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
26
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 1. Operating segments
Note 2. Revenue
Note 3. Breakdown of expenses by nature
Note 4. Income tax
Note 5. Cash and cash equivalents
Note 6. Trade and other receivables
Note 7. Inventories
Note 8. Right-of-use assets and lease liabilities
Note 9. Other current assets
Note 10. Property, plant and equipment
Note 11. Intangible assets
Note 12. Trade and other payables
Note 13. Borrowings
Note 14. Warrant liabilities
Note 15. Recognised fair value measurements
Note 16. Provisions
Note 17. Other liabilities - government
Note 18. Issued capital
Note 19. Reserves
Note 20. Reconciliation of loss after income tax to net cash used in operating activities
Note 21. Critical estimates and judgements
Note 22. Financial risk management
Note 23. Capital management
Note 24. Contingent liabilities
Note 25. Commitments
Note 26. Interests in other entities
Note 27. Events after the reporting period
Note 28. Related party transactions
Note 29. Share-based payments
Note 30. Remuneration of auditors
Note 31. Assets pledged as security
Note 32. Loss per share
Note 33. Parent entity information
Note 34. Summary of significant accounting policies
Note 35. Changes in accounting policies
28
29
31
32
32
33
34
34
36
36
37
38
39
40
40
41
42
42
44
45
46
46
50
51
51
51
52
52
53
54
55
55
56
57
66
27
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 1. Operating segments
(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, that are used to make strategic decisions, assess performance and determine the allocation
of resources.
Management considers the business from both a product/service and a geographic perspective and has identified two
reportable segments.
●
●
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.
IoT solutions (IOTS): 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 (IoT). The IoT solutions business segment is
based in Berlin, Germany.
(b) Financial breakdown
Consolidation - 2020
Segment revenue
Segment EBITDA**
Corporate EBITDA
Total EBITDA
** IOTS Segment EBITDA includes an impairment charge US$1,886,061 (2019: Nil)
MicroDevices
US$
IOTS
US$
Total
US$
4,811,885
6,985,914 11,797,799
(1,332,367)
-
(1,332,367)
(3,580,153)
-
(3,580,153)
(4,912,520)
(141,400)
(5,053,920)
Depreciation and amortisation
Finance costs - segment
Finance costs (including additional debt refinancing costs) - corporate
Loss before income tax benefit
(898,137)
(115,996)
-
(2,346,500)
(65,349)
(2,190)
-
(3,647,692)
(963,486)
(118,186)
(2,294,947)
(8,430,539)
Income tax benefit
Loss after income tax benefit
Assets
Segment assets
Corporate assets
Total assets
Liabilities
Segment liabilities
Corporate liabilities
Total liabilities
99,984
(8,330,555)
3,644,248 10,204,865 13,849,113
94,628
3,644,248 10,204,865 13,943,741
-
-
2,893,718
-
2,893,718
1,850,732
-
4,744,450
7,539,918
1,850,732 12,284,368
28
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 1. Operating segments (continued)
Consolidated - 2019
Segment revenue
Segment EBITDA
Corporate EBITDA
Total EBITDA
Depreciation and amortisation
Finance costs - segment
Finance costs - corporate
Loss before income tax expense
Income tax expense
Loss after income tax expense
Assets
Segment assets
Corporate assets
Total assets
Liabilities
Segment liabilities
Corporate liabilities
Total liabilities
Note 2. Revenue
(a) Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Consolidated - 2020
Timing of revenue recognition
Goods transferred at a point in time
Services transferred over time
Consolidated - 2019
Timing of revenue recognition
Goods transferred at a point in time
Services transferred over time
(i) Information about major customers
MicroDevices
US$
IOTS
US$
Total
US$
3,417,472
6,762,384 10,179,856
(4,989,322)
-
(4,989,322)
(2,499,088)
-
(2,499,088)
(7,488,503)
(1,689,772)
(9,178,275)
(87,383)
-
-
(5,076,705)
(32,823)
(291)
-
(2,532,202)
(120,206)
(291)
(229,842)
(9,528,614)
(6,443)
(9,535,057)
2,077,624 12,548,048 14,625,672
130,298
2,077,624 12,548,048 14,755,970
-
-
1,117,326
-
1,117,326
2,614,122
-
2,614,122
3,731,448
3,936,622
7,668,070
MicroDevices
US$
IOTS
US$
Total
US$
3,174,023
1,637,862
6,985,914 10,159,937
1,637,862
-
4,811,885
6,985,914 11,797,799
MicroDevices
US$
IOTS
US$
Total
US$
2,045,406
1,372,066
6,762,384
-
8,807,790
1,372,066
3,417,472
6,762,384 10,179,856
The Group had the following major customers with revenues amounting to 10 percent or more of total Group revenues:
29
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 2. Revenue (continued)
Customer A (IOTS segment)
Customer B (MicroDevices segment)
(b) Assets and liabilities related to contracts with customers
Customer deposits - IOTS contracts
(c) Accounting policies and significant judgments
(i) Sale of goods
2020
%
2019
%
42%
28%
44%
21%
Consolidated
2020
US$
2019
US$
-
618,923
Revenue from the sale of microelectromechanical systems (MEMS) and location awareness products are recognised at a
point in time. The performance obligation is satisfied when the customer has access and thus control of the product. This
occurs at the time of delivery of goods to the customer. Delivery occurs when the products have been shipped to the specific
location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted
the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective
evidence that all criteria for acceptance have been satisfied.
(ii) Services
Revenue from the provision of engineering services is recognised over time in the accounting period in which the services
are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting
period as a proportion of the total services to be provided, because the customer receives and uses the benefits
simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour hours.
Some contracts include multiple deliverables. In this case, the transaction price will be allocated to each performance
obligation based on the relative stand-alone selling prices. Where these are not directly observable, they are estimated based
on expected cost plus margin.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting
increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances
that give rise to the revision become known by management.
In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services
rendered by the Group exceed the payment, a contract asset is recognised. If the payments exceed the services rendered,
a contract liability is recognised.
If the contract includes an hourly fee, revenue is recognised in the amount to which the Group has a right to invoice.
Customers are invoiced on a monthly basis and consideration is payable when invoiced.
Critical judgments in allocating the transaction price
Revenue relating to the provision of services is recognised based on managements' best estimate of forecast final costs
required to complete the service and the forecast final margin. Management reviews these forecasts on a regular basis and
adjusts revenue recognised when there are material changes.
(iii) Financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services
to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the
transaction prices for the time value of money.
30
Consolidated
2020
US$
2019
US$
438,903
4,111,177
158,564
82,319
42,108
818,586
319,862
736,837
427,332
6,476,742
929,408
75,066
113,997
997,157
807,641
881,823
6,708,356 10,709,166
1,362,042
46,256
42,174
159,097
834,147
162,994
58,163
307,255
1,609,569
1,362,559
167,023
790,521
5,942
120,206
-
-
963,486
120,206
739,205
115,955
2,231
113,411
-
-
857,391
113,411
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 3. Breakdown of expenses by nature
Loss before income tax includes the following specific expenses:
Operation, overheads and administrative expenses
Accounting, audit, legal and taxation expenses
Employee related costs
Equipment lease and associated costs
Insurance expenses
Investor relation expenses
Occupancy costs
Other consulting expenses
Other expenses
Total operation, overheads and administrative expenses
Selling and marketing expenses
Employee related costs
Business development
Marketing consultants
Travel
Total selling and marketing expenses
Depreciation and amortisation
Depreciation of property, plant and equipment
Amortisation of leased assets
Amortisation of intangibles
Finance costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
Other
Finance costs expensed
31
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 4. Income tax
Income tax expense/(benefit)
(Decrease) / increase in deferred tax liabilities
Decrease / (increase) in current tax asset
Other
Aggregate income tax expense/(benefit)
Income tax expense/(benefit) is attributable to:
Loss from continuing operations
Aggregate income tax expense/(benefit)
Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate
Loss before income tax (expense)/benefit
Tax at the statutory tax rate of 27.5%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Net impact of amounts not deductible (taxable)
Difference in overseas tax rates
Tax losses and other timing differences for which no deferred tax asset is recognised
Income tax expense/(benefit)
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 27.5%
Current tax asset
Current tax asset
Note 5. Cash and cash equivalents
Current assets
Cash at bank
32
Consolidated
2020
US$
2019
US$
-
(80,119)
(19,865)
6,443
-
-
(99,984)
6,443
(99,984)
6,443
(99,984)
6,443
(8,430,539)
(9,528,614)
(2,318,398)
(2,620,369)
778,267
166,122
(1,540,131)
(79,238)
1,519,385
(2,454,247)
(44,323)
2,505,013
(99,984)
6,443
Consolidated
2020
US$
2019
US$
26,286,360 20,761,325
7,228,749
5,709,364
Consolidated
2020
US$
2019
US$
80,119
-
Consolidated
2020
US$
2019
US$
1,395,057
838,136
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 5. Cash and cash equivalents (continued)
(i) Classification as cash equivalents
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.
(ii) Cash not readily available for use
As at 30 June 2020 US$60,330 was restricted as it was held on deposit as security for office leases (2019: US$31,118).
Note 6. Trade and other receivables
Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables
(i) Classification as trade receivables
Consolidated
2020
US$
2019
US$
846,114
(27,011)
819,103
2,028,028
(39,454)
1,988,574
101,259
13,114
920,362
2,001,688
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade receivables are generally due for settlement in accordance with the milestones specified in the non-recurring
engineering (NRE) contracts with customers, and settlement for goods delivered to customers, which are both typically less
than 12 months and therefore classified as current. Trade receivables are recognised initially at the amount of consideration
that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group
holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently
at amortised cost using the effective interest method.
Details about the Group’s impairment policies and the calculation of the loss allowance are provided in Note 22 (Financial
risk management) section b (credit risk).
(ii) Fair value of trade and other receivables
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.
(iii) Impairment and risk exposure
Information about the impairment of trade receivables and the Group’s exposure to credit risk and foreign currency risk can
be found in Note 22 Financial risk management.
33
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 7. Inventories
Current assets
Raw materials and stores
Work in progress
Finished goods
Note 8. Right-of-use assets and lease liabilities
(a) Amounts recognised in the statement of financial position
Non-current assets
Land and buildings - right-of-use
Less: Accumulated depreciation
Plant and equipment - right-of-use
Less: Accumulated depreciation
Total lease right-of-use assets
Lease liability
Current lease liability
Non-current lease liability
Total lease liability
Maturity analysis - contractual undiscounted cash flows
Less than one year
One to five years
Total undiscounted lease liabilities
(b) Amounts recognised in the statement of profit or loss and other comprehensive income
Interest expense
Lease amortisation expense
34
Consolidated
2020
US$
2019
US$
187,723
62,289
907,011
409,990
24,538
717,310
1,157,023
1,151,838
Consolidated
2020
US$
2019
US$
235,393
(7,153)
228,240
1,761,733
(195,271)
1,566,462
1,794,702
1,002,497
851,677
1,854,174
1,002,700
1,077,802
2,080,502
Consolidated
2020
US$
2019
US$
115,955
790,521
906,476
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 8. Right-of-use assets and lease liabilities (continued)
(c) The Groups leasing activities and how these leases are accounted for:
The Group has adopted AASB 16 Leases during the year ended 30 June 2020 using the modified retrospective approach.
The modified retrospective approach does not require restatement of comparative periods. Instead the cumulative impact of
applying AASB 16 is accounted for as an adjustment to equity at the start of the current accounting period in which it is first
applied, known as the 'date of initial application'.
For any new contracts entered into on or after 1 July 2019, the Group considers whether a contract is, or contains a lease.
A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a
period of time in exchange for consideration’. To apply this definition the Group assesses whether the contract meets three
key evaluations which are whether:
●
●
●
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Group,
the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout
the period of use, considering its rights within the defined scope of the contract,
the Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether
it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available
for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to
profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the
liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on
a straight-line basis.
Leasehold property
Plant and equipment
Straight line
2.75 years
2 years
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
●
●
●
●
fixed payments (including in-substance fixed payments), less any lease incentives receivable
amounts expected to be payable by the lessee under residual value guarantees
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Group’s
incremental borrowing rate. The Group's incremental borrowing rate was 11.75% as of 1 July 2019. The Group has assessed
the option to extend these leases and has determined that these options will not be exercised.
Right-of-use assets are measured at cost comprising the following:
●
●
●
●
the amount of the initial measurement of lease liability,
any lease payments made at or before the commencement date, less any lease incentives received,
any initial direct costs, and
restoration costs.
Changes to the Group’s accounting policies and the initial impact on financial statements arising from the adoption of AASB16
are set out in Note 35 (Changes in accounting policies). A description of the lease accounting policies for the previous
financial year are also set out in Note 35 (Changes in accounting policies).
35
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 8. Right-of-use assets and lease liabilities (continued)
(d) Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short-term leases or leases of low value assets.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an
expense in the profit or loss. Short-term leases are leases with a lease term of 12 months or less. The lease expense,
relating to lease payments not included in the measurement of the lease liability is US$702,753 (2019:1,508,959). These
costs are included under the headings of occupancy costs and equipment lease and associated costs (Refer Note; 3)
Note 9. Other current assets
Current assets
Prepayments
Deposits and other items
Note 10. Property, plant and equipment
Non-current assets
Leasehold improvements - at cost
Less: Accumulated depreciation
Fixtures and fittings - at cost
Less: Accumulated depreciation
R&D equipment - at cost
Less: Accumulated depreciation
Other fixed assets - at cost
Less: Accumulated depreciation
36
Consolidated
2020
US$
2019
US$
97,660
13,075
116,834
260,705
110,735
377,539
Consolidated
2020
US$
2019
US$
107,127
(47,495)
59,632
33,134
(13,992)
19,142
435,203
(130,035)
305,168
490,174
(52,402)
437,772
85,447
(27,116)
58,331
22,426
(9,418)
13,008
598,984
(271,552)
327,432
632,266
(110,410)
521,856
821,714
920,627
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 10. Property, plant and equipment (continued)
Consolidated
Balance at 1 July 2018
Additions
Disposals
Exchange differences
Depreciation expense
Balance at 30 June 2019
Additions
Exchange differences
Depreciation expense
R&D
equipment
US$
Furniture and
fittings
US$
Leasehold
improvements
US$
Other fixed
142,070
232,959
-
-
(47,597)
327,432
42,937
-
(65,201)
15,749
1,661
-
-
(4,402)
13,008
10,708
-
(4,574)
49,688
25,153
-
-
(16,510)
58,331
21,680
-
(20,379)
assets
US$
Total
US$
573,362
101,043
(73,376)
(27,477)
(51,696)
521,856
(7,209)
(6)
(76,869)
780,869
360,816
(73,376)
(27,477)
(120,205)
920,627
68,116
(6)
(167,023)
Balance at 30 June 2020
305,168
19,142
59,632
437,772
821,714
(i) Depreciation methods and useful lives
Property, plant and equipment is recognised at historical cost less depreciation.
Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, 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 - 10 years
See Note 34(m) (Summary of significant accounting policies) for the other accounting policies relevant to property, plant and
equipment.
Note 11. Intangible assets
Non-current assets
Goodwill
Less: Impairment
Patents
Less: Accumulated amortisation
Capitalised development costs
Software
Consolidated
2020
US$
2019
US$
5,959,850
(1,886,061)
4,073,789
5,959,850
-
5,959,850
141,420
(5,942)
135,478
130,030
-
130,030
2,979,795
2,896,091
474,967
480,171
7,664,029
9,466,142
37
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 11. Intangible assets (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2018
Additions
Exchange differences
Balance at 30 June 2019
Additions
Exchange differences
Impairment of assets
Amortisation expense
Goodwill
US$
Patents
US$
Capitalised
development
costs
US$
Software
US$
Total
US$
5,959,850
-
-
5,959,850
-
-
(1,886,061)
-
67,231
62,799
-
3,017,992
44,039
(165,940)
-
480,171
-
9,045,073
587,009
(165,940)
130,030
11,390
-
-
(5,942)
2,896,091
125,469
(41,765)
-
-
480,171
-
(5,204)
-
-
9,466,142
136,859
(46,969)
(1,886,061)
(5,942)
Balance at 30 June 2020
4,073,789
135,478
2,979,795
474,967
7,664,029
Impairment tests for goodwill, software and capitalised development costs:
The Group tests whether goodwill, software (a not yet ready for use intangible asset) and capitalised development costs
(an indefinite life intangible asset) have suffered any impairment on an annual basis. All of these assets are allocated to the
IOTS CGU/Segment.The recoverable amount of the cash generating unit (CGU) was determined based on estimated fair
value less costs of disposal. The fair value, based on the fair value hierarchy in Note 15, is considered to be level 3 as it is
a Director’s valuation of the required return for its nanotron (IOTS) business. This valuation was based on the fair value
less costs of disposal (FVLCD) method which was used over the value in use (VIU) due to the business being in start up
and loss making with the Directors’ belief that the FVLCD method provided the more appropriate valuation.
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 Group and that are believed to be reasonable under
the circumstances.
Note 12. Trade and other payables
Current liabilities
Trade payables
Accrued expenses
Other payables
Refer to note 22 for further information on financial risk management.
Trade payables are unsecured and are usually paid within 30 to 60 days of recognition.
38
Consolidated
2020
US$
2019
US$
1,178,498
370,652
35,293
2,003,032
926,186
97,483
1,584,443
3,026,701
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 12. Trade and other payables (continued)
The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short- term
nature.
(i) Trade payables
The balance as at 30 June 2020 includes US$26,378 (2019: US$64,854) due to key management personnel of the Group.
Note 13. Borrowings
Current liabilities
Secured loan at fair value (i)
Promissory notes - unsecured (ii)
Invoice financing - secured (iii)
Non-current liabilities
Secured loan at fair value(i)
Consolidated
2020
US$
2019
US$
1,000,000
1,000,000
-
-
1,000,000
1,466,064
2,000,000
2,466,064
3,075,951
-
5,075,951
2,466,064
Refer to note 22 for further information on financial risk management.
(i) Secured loan at fair value
In September 2019, the Group secured a A$6,400,000 (equivalent to US$4,325,972) four-year secured loan facility with the
interest rate of 11.75%, under a binding term sheet with PURE Asset Management Pty Ltd and Altor Credit Partners Pty Ltd
(a wholly owned subsidiary of Altor Capital Pty Ltd). Both are unrelated parties to the Group. These arrangements included
the grant of 35,555,556 warrants to the lenders to acquire ordinary shares in the Group (See Note 18(iii) for warrant details).
Borrowing costs comprising the fair value of the warrants as at grant date US$800,971 and other transaction costs
US$163,131 were being amortised over the term of the loan using the effective interest method.
Secured loan refinancing event
In May 2020, a further 51,200,000 warrants to acquire ordinary shares (See Note 18(iii) for warrant details) were issued to
the secured debt lenders in exchange for waiving financial covenants and other concessions under the facility including the
interest for the three months ended 8 April 2020 totalling US$125,534. This debt extinguishing event resulted in an additional
debt financing cost of US$1,555,742 comprising the fair value of the warrants as at grant date and the existing unamortised
borrowing costs being written off. This was partly offset by the recognition of a fair value gain of US$444,687 attributable to
the measurement of the principal outstanding as at restructure date discounted to its present value using the incremental
borrowing rate.
(ii) Promissory notes
Promissory notes (unsecured) comprise a debt agreement with a key investor and a related entity of Mr Jonathan Tooth, a
director of Sensera Limited. Entered into during February and March 2019, the lenders provided US$1,000,000 to fund the
Group's immediate needs for additional working capital. US$650,000 was provided by Mr Tooth with the key investor providing
the US$350,000 balance. These promissory notes were due to mature in February 2020 and had an interest rate of 10% p.a.
(payable quarterly). In October 2019, these notes were extended for a term of 24 month with a simple interest rate of 11.75%
p.a. (payable quarterly), with an option to extend if agreed by both parties, indefinitely. The unsecured notes are subordinate
to the company’s current senior lender, PURE Asset Management Pty Ltd and Altor Capital Pty Ltd.
(iii) Invoice financing
This loan had been fully paid and closed during the year ended 30 June 2020. Invoice financing comprised a credit agreement
with invoice and supply chain finance provider, Timelio Pty Ltd, against working capital assets of the parent. This facility had
a limit of A$3M and the applicable interest rate was 1% per 30-day period with a 1% plus GST drawdown fee. A guarantee
over all the assets of the Group was attached to this facility.
39
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 13. Borrowings (continued)
(iv) Fair value
The fair values of borrowings at amortised cost are not materially different to their carrying amounts, since the interest payable
on those borrowings is close to current market rates and all borrowings are classified as current. Borrowings due within 12
months equal their carrying amounts as the impact of discounting is not material.
(v) Risk exposures
Details of the Group’s exposure to risks arising from borrowings are set out in Note 22 (Financial risk management).
Note 14. Warrant liabilities
Non-current liabilities
Warrant derivative
Consolidated
2020
US$
2019
US$
1,223,007
-
The warrant derivative represents the fair value of following grants of unlisted share warrants to acquire fully paid ordinary
shares:
Tranche (Grant date)
Warrants
Expiry date
Tranche I (19/10/2019)
Tranche II (25/11/2019)
Tranche III (20/05/2020)
29,755,556 23/10/2023
5,800,000 24/11/2023
51,200,000 19/05/2025
Exercise price
Fair value per
warrant as at
30 June 2020
A$
A$
$0.18
$0.18
$0.03
$0.01
$0.01
$0.02
All warrants are held by PURE Asset Management Pty Ltd and Altor Capital Management Pty Ltd. Tranche I and Tranche II
were granted as part of the initial secured loan arrangements Tranche III was granted as part of subsequent secured loan
refinancing arrangements. Refer Note 13 – Borrowings.
The warrants are all considered to be derivative financial instruments, revalued to fair value at the end of the reporting
period in accordance with the accounting standards. The fair value of the warrants as at their respective grant dates were
treated as costs associated with arranging and the subsequent refinancing of the secured loan facility referred to above.
Any gain or loss arising as a result of fair value revaluations subsequent to grant date were recognised in the statement of
profit or loss and other comprehensive income under the heading of Gain/(loss) on remeasurement of warrant derivatives.
Refer to Note 22 for further information on financial risk management.
Refer to Note 15 for further information on recognised fair value measurements.
Note 15. Recognised fair value measurements
Fair value hierarchy
The following table provides the fair values of the Group's financial instruments measured and recognised on a recurring
basis after initial recognition and their categorisation within the fair value hierarchy. To provide an indication about the
reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels
prescribed under the accounting standards. An explanation of each level follows underneath the table.
40
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 15. Recognised fair value measurements (continued)
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity
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.
Consolidated - 2020
Financial liabilities
Promissory notes (unsecured)
Loans (secured)
Warrant derivatives
Total liabilities
Consolidated - 2019
Financial liabilities
Invoice financing (secured)
Promissory notes (unsecured)
Total liabilities
Level 1
US$
Level 2
US$
Level 3
US$
Total
US$
Level 1
US$
-
-
-
-
-
-
-
Level 2
US$
-
-
-
-
-
-
-
1,000,000
4,075,951
1,223,007
6,298,058
1,000,000
4,075,951
1,223,007
6,298,058
Level 3
US$
Total
US$
1,466,064
1,000,000
2,466,064
1,466,064
1,000,000
2,466,064
There were no transfers between levels of the hierarchy for recurring fair value measurements during the year ended 30
June 2020.
Note 16. Provisions
Current liabilities
Restructuring (i)
Other
Consolidated
2020
US$
2019
US$
529,185
354,505
-
500,350
883,690
500,350
(i) Restructuring
The provision for restructuring relates to one time redundancy charges and related legal costs incurred resulting in a more
streamlined cost efficient IOTS operation. These liabilities were committed and communicated before year end and before
the half year ended 31 December 2019.
41
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 17. Other liabilities - government
Current liabilities
Subsidies and grants received in advance
Consolidated
2020
US$
2019
US$
620,925
-
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them
with the costs that they are intended to compensate. During the year ended 30 June 2020, the Group received specific grants
in relation to the COVID-19 pandemic. The US Payroll Protection Program was the largest component and comprises the
liability above. These amounts are not considered to be income due to the uncertainties around the process still required to
be completed with the US Government to confirm the amounts are not required to be paid back. Refer Note 21 (Significant
estimates and judgements)
Note 18. Issued capital
Consolidated
2020
2019
No. Shares No. Shares
2020
US$
2019
US$
Ordinary shares - fully paid
322,125,055 272,751,012 31,173,047 28,476,830
Movements in ordinary share capital
Details
Balance
Issue at A$0.11 pursuant to placement
Issue at A$0.11 pursuant to rights issue
Issue at A$0.11 pursuant to placement
Issue at A$0.11 pursuant to placement
Deemed issue between A$0.12 and A$0.27 pursuant to ESOP (FY
2018)
Less: Transaction costs arising on share issues
Balance
Issue at A$ 0.08 pursuant to placement
Issue at A$ 0.08 pursuant to SPP
Deemed issue between A$0.08 and A$0.11 pursuant to ESOP
(FY19)
Less: Transaction costs arising on share issues
Date
Number of
shares
US$
1 July 2018
20 August 2018
11 September 2018
14 March 2019
23 May 2019
163,971,878 20,237,536
410,190
6,002,093
1,973,729
152,371
5,136,364
75,159,192
25,318,183
1,954,546
1,210,849
-
169,206
(468,295)
1 July 2019
8 October 2019
8 October 2019
272,751,012 28,476,830
2,077,800
37,500,000
76,205
1,375,000
10,499,043
-
679,347
(137,135)
Balance
30 June 2020
322,125,055 31,173,047
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
42
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 18. Issued capital (continued)
Ordinary shares have no par value and the company does not have a limited amount of authorised capital.
Options
Information relating to options, including details of options issued, exercised and lapsed during the financial year and options
outstanding at the end of the reporting period, is set out below.
(i) Movements in options
Number of
options
US$
8,500,000
800,000
(750,000)
1,750,000
-
-
1,014,300
41,810
(98,831)
21,201
223,173
(63,923)
10,300,000
1,137,730
Number of
options
US$
10,300,000
150,000
100,000
(1,750,000)
-
1,137,730
5,053
3,676
(249,382)
156,548
8,800,000
1,053,625
Exercise price
$A
Number of
options
Number
vested
$0.40
$0.35
$0.35
$0.15
$0.15
$0.15
$0.15
$0.11
1,500,000
3,000,000
1,500,000
800,000
750,000
1,000,000
150,000
100,000
1,500,000
2,250,000
1,125,000
400,000
250,000
333,333
50,000
33,333
8,800,000
5,941,666
Balance at 1 July 2018
Issue of ESOP unlisted options A$0.15 each (01/07/2018)
Lapse of unlisted options at A$0.40 (25/04/2019)
Issue of ESOP unlisted options A$0.15 each (29/04/2019)
Amortisation of share-based payments for options issued in prior period
Reclassify lapsed options from reserves to accumulated losses
Balance at 30 June 2019
Balance at 1 July 2019
Issue of ESOP unlisted options A$0.15 each (01/01/2019)
Issue of ESOP unlisted options A$0.105 each (01/01/2019)
Lapse of unlisted options at A$0.50 (25/04/2020)
Amortisation of share-based payments for options issued in prior period
Balance at 30 June 2020
(ii) Options outstanding at the end of the reporting period.
Grant date
08/12/2017
30/11/2017
08/12/2017
01/07/2018
29/04/2019
29/04/2019
01/01/2019
01/01/2019
Expiry date
15/08/2020
29/11/2022
17/12/2022
30/06/2022
03/07/2023
30/11/2023
30/11/2023
31/12/2023
43
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 18. Issued capital (continued)
Share warrants
(iii) Unlisted share warrants to acquire fully paid ordinary shares were issued during the year as follows:
Tranche
Number of
warrants
Exercise price $A
Expiry date
Lower of A$0.18 or the theoretical ex-rights price (TERP) of any
Tranche I (19/10/2019)
29,755,556
future capital raise to increase shares on issue by more than 15% 23/10/2023
Lower of A$0.18 or the theoretical ex-rights price (TERP) of any
Tranche II (25/11/2019)
5,800,000
future capital raise to increase shares on issue by more than 15%
24/11/2023
Lower of A$0.03 or the theoretical ex-rights price TERP of any
Tranche III (20/05/2020)
51,200,000
future capital raise to increase shares on issue by more than 15% 19/05/2025
Note 19. Reserves
Common control reserve
Foreign currency translation reserve
Share-based payments reserve
Consolidated
2020
US$
2019
US$
(1,208,466)
278,402
1,053,625
(1,208,466)
155,605
1,137,730
123,561
84,869
(i) Nature and purpose of reserves
Common control
The common control reserve recognises differences arising from the business combination between Sensera Limited and
Sensera Inc. under the pooling of interest method.
Foreign currency translation
Exchange differences arising on translation of operations into United States dollars are recognised in other comprehensive
income as described in Note 34 (Summary of significant accounting policies) and accumulated in a separate reserve within
equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
Share-based payments
The share-based payment reserve records items recognised as expenses on valuation of share options issued to key
management personnel, other employees and eligible contractors.
44
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 20. Cash flow information
(a) Reconciliation of profit/(loss) after income tax to net cash inflow from operating activities
Consolidated
2020
US$
2019
US$
Loss after income tax (expense)/benefit for the year
(8,330,555)
(9,535,057)
Adjustments for:
Depreciation and amortisation
Impairment of goodwill
Share-based payments
Foreign exchange differences
Expected credit losses
Finance income
Finance costs
Additional finance costs attributable to secured loan refinancing
(Gain)/loss on remeasurement of warrant derivative
Fair value gain on refinanced secured loan
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Increase in inventories
Decrease in other operating assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in customer deposits
Increase in deferred tax liabilities
Decrease in employee benefits
Increase in other provisions
Increase/(decrease) in other operating liabilities
Net cash used in operating activities
(b) Non-cash investing and financing activities
963,486
1,886,061
165,277
152,911
-
-
857,391
1,555,742
(357,510)
(444,687)
120,205
-
538,108
(1,100)
18,523
(93)
113,411
-
-
1,081,326
(5,185)
266,804
(1,442,258)
620,925
-
(13,854)
383,340
(408,086)
(804,188)
(704,141)
372,210
1,662,260
(24,190)
6,443
-
-
80,057
(3,068,872)
(8,157,552)
●
●
shares issued to employees under the employee security ownership plan (ESOP) for no cash consideration. Refer to
Note 18 (Issued capital).
warrants and options issued for no cash consideration. Refer to Note 29 (Share -based payments) and to Note 14
(Warrant liabilities).
45
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 21. Critical estimates and judgements
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.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which
are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information
about each of these estimates and judgements is included in other notes together with information about the basis of
calculation for each affected line item in the financial statements.
(a) Significant estimates and judgements
The areas involving significant estimates or judgements are:
●
●
●
●
●
●
●
●
●
●
●
Estimation of revenue relating to the provision of services. Refer to Note 2 (Revenue).
Estimated goodwill, software and capitalised development costs impairment and estimated useful lives to determine
amortisation. Refer to Note 11(Intangible assets).
Estimation of expected credit losses on trade receivables.
Estimation of share-based payments.
Estimation of the valuation of warrant derivatives.
Evaluation of going concern. Refer to Note 34 (Summary of significant accounting policies).
Estimate of property, plant and equipment useful lives. Refer to Note 10 (Property, plant and equipment).
Determination of incremental borrowing rate and the inclusion of lease extension options. Refer to Note 8 (Right-of -
use assets and lease liabilities) and Note 35 (Changes in accounting policies).
Determination of fair value of secured loans post extinguishing event. Refer to Note 13 (Borrowings).
Assessing whether or not the grant conditions had been fully satisfied for the US Payroll Protection Program funding
received. Refer Note 17 (Other liabilities – government).
The impact of Coronavirus (COVID-19) pandemic is ongoing and it is not practicable to determine the potential impact
positive or negative after the reporting date.
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under
the circumstances.
Note 22. Financial risk management
Financial risk management objectives
This note explains the Group's exposure to financial risks and how these risks could affect the Group’s future financial
performance. Current year profit and loss information has been included where relevant to add further context.
46
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 22. Financial risk management (continued)
Risk
Exposure arising from
Measurement Management's assessment and control
Market risk -
foreign
exchange
Transactions denominated in A$ and EUR
from the Group's operations
Cash flow
forecasting
Credit risk
Translation of the Group's A$ and EUR
operations to US$ on consolidation
Receivables from NRE contracts
collectible only on completion of
milestones specified in these contracts
N/A
Cash flow
forecasting
Liquidity risk
Ability to repay creditors when payments
are due
Cash flow
forecasting
Management engaged a foreign exchange
expert to obtain advice and forecasts on the
movement of exchange rates between A$, EUR
and US$ 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 2020, no contracts have
been entered.
N/A
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
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 risk management is carried out by the board and the Group's senior management team to identify, evaluate and
hedge financial risks (if required) in close co-operation with the Group's operating units. This process includes reviewing the
effectiveness of internal controls relating to market risk, credit risk and liquidity risk.
(a) Market risk
(i) 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:
Amounts recognised in profit or loss:
Net foreign exchange gain/(loss) included in other gains/(losses)
Net gain/(losses) recognised in other comprehensive income (Note 19 Reserves):
Translation of foreign currency operations
Consolidated
2020
US$
2019
US$
(73,670)
(117,196)
122,797
(230,099)
Sensitivity
The sensitivity of the profit or loss to changes in the exchange rates arises mainly from A$ and EUR denominated financial
instruments and the impact on other components of equity arises from the translation of foreign currency financial statements
into US$.
47
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 22. Financial risk management (continued)
Impact on loss
for the period
Impact on loss
for the period
2020
US$
2019
US$
Impact on other
components of
equity
2020
US$
Impact on other
components of
equity
2019
US$
US$/A$ exchange rate - change by 1.8% (2019: 1.8%)*
US$/EUR exchange rate - change by 0.8% (2019: 0.8%)*
100,763
2,624
7,923
3,319
1,585
227
3,187
400
* 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
Credit risk is managed through the maintenance of procedures (such as the utilisation of systems for the approval, granting
and renewal of credit limits, regular monitoring of exposures against such limits and monitoring the financial stability of
significant customers and counterparties), ensuring to the extent possible that customers and counterparties to transactions
are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment.
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 their customers' executives and senior management to ensure that
milestones specified in the contracts are met in a timely manner. Management updates its cost forecasts on a regular basis
for all on-going contracts.
Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating.
(ii) Impairment of financial assets
The Group has one type of financial asset subject to the expected credit loss model being trade receivables for sales of
inventory and from the provision of engineering services.
While cash and cash equivalents are also subject to the impairment requirements of AASB 9, the identified impairment loss
was immaterial
Trade receivables and contract assets
The Group applies the AASB 9 simplified approach to measuring expected credit losses (ECL) which uses a lifetime expected
loss allowance for all trade receivables.
To measure the ECL, trade receivables have been grouped based on shared credit risk characteristics and the days past
due.
The ECL rates are based on the payment profiles of sales over a period of 36 months before 30 June 2020 and the
corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current
and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
48
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 22. Financial risk management (continued)
On that basis, the loss allowance as at 30 June 2020 from the ECL method was determined to be US$ 27,011 (2019: US$
39,454). This amount was ascertained based on an individual client analysis; the identified loss beyond this at a portfolio
level was determined to be immaterial.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable
expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and
a failure to make contractual payments for a period of greater than 121 days past due.
Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent
recoveries of amounts previously written off are credited against the same line item.
(c) Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. The Group manages this risk through the following mechanisms:
●
●
●
●
●
●
preparing forward looking cash flow analyses in relation to its operating, investing and financing activities;
obtaining funding from a variety of sources;
maintaining a reputable credit profile;
managing credit risk related to financial assets;
investing cash and cash equivalents and deposits at call with major financial institutions; and
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
49
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 22. Financial risk management (continued)
(i) Maturities of financial liabilities
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying amounts as the impact of discounting is not material.
Contractual maturities of financial liabilities
Consolidated - 2020
Non-derivatives
Non-interest bearing
Trade payables
Interest-bearing
Promissory notes
Loans
Total non-derivatives
Derivatives
Warrant liabilities
Total derivatives
Consolidated - 2019
Non-derivatives
Non-interest bearing
Trade payables
Interest-bearing
Invoice financing
Promissory notes
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
US$
Between 1
and 2 years
US$
Between 2
and 5 years
US$
Over 5 years
US$
Remaining
contractual
maturities
US$
-
1,178,498
11.75%
16.00%
1,175,000
1,600,000
3,953,498
-
1,223,007
1,223,007
-
-
-
-
-
-
-
-
1,178,498
-
3,568,103
3,568,103
-
-
-
-
-
-
-
1,175,000
5,168,103
7,521,601
1,223,007
1,223,007
Weighted
average
interest rate
%
1 year or less
US$
Between 1
and 2 years
US$
Between 2
and 5 years
US$
Over 5 years
US$
Remaining
contractual
maturities
US$
-
2,003,032
12.00%
10.00%
1,641,992
1,100,000
4,745,024
-
-
-
-
-
-
-
-
-
2,003,032
-
-
-
1,641,992
1,100,000
4,745,024
Note 23. 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 2020, the Group had a total credit facility capacity of US$5,412,000 (2019: US$3,100,000) of which
US$5,412,000 was drawn down (2019: US$2,466,064) with several external parties, including a related party.
50
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 23. Capital management (continued)
(b) Dividends
No dividends were declared or paid to members for the year ended 30 June 2020 (2019: nil). The Group’s franking account
balance was nil at 30 June 2020 (2019: nil).
Note 24. Contingent liabilities
The Group had no contingent liabilities at 30 June 2020 (2019: nil).
Note 25. Commitments
As at 30 June 2020, the group had the following non-cancellable operating lease contracted but not capitalised in the financial
statements:
Lease commitments - operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
Consolidated
2020
US$
2019
US$
-
-
1,353,080
197,554
-
1,550,634
These leases related to:
- Office suite lease in Woburn, Massachusetts. The lease had 12-month term which expired on 29 February 2020 and now
operates on a month by month ;
- Office suite lease in Berlin, Germany. The lease has 5-year term, expiring on 31 July 2020;
- Equipment lease for assets located in Boston, Massachusetts which expires in June 2021.
As at 1 July 2019 these leases were commuted to right-of-use assets and lease liabilities due to the initial application of
AASB16 Leases.
Refer to Note 8 Right-of use-assets and lease liabilities and Note 35 Changes in accounting policies.
Note 26. Interests in other entities
The Group’s principal subsidiaries at 30 June 2020 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
Principal place of business /
Country of incorporation
Sensera Inc.
nanotron Technologies GmbH
United States
Germany
Ownership interest
2019
2020
%
%
100%
100%
100%
100%
51
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 27. Events after the reporting period
1. On 17 August 2020, the Company issued 1,342,351 shares under the Employee Security Ownership Plan.
2. On 24 September 2020, the Company granted 5,200,000 Options pursuant to the Employee Security Ownership Plan
Share and Board approved Long Term Incentive arrangements. The options were issued with an exercise price of
A$0.06 and expiry dates of 23 September 2024 (1,500,000 options) and 23 September 2025 (3,700,000 options). The
Company also advised that had agreed to grant further 4,000,000 Options subject to Shareholder approval.
3. On 6 October 2020, the Company announced the sale of its wholly owned subsidiary nanotron Technologies GmbH
(nanotron) to Inpixon (NASDAQ: INPX), for US$8,700,000 cash of which US$6,100,000 was used to repay all Group
borrowings. Under the terms of the transaction, US$750,000 of sales proceeds are subject to “holdback terms” to
cover transaction representations, warranties, and completion clauses. Debt servicing costs will be reduced by over
US$600,000 per year.
4. On 20 October 2020, the Company announced the following board changes. Mr Allan Brackin resigned as Director and
Board Chair. Mr Camillo Martino, a Silicon Valley based independent non-executive director was then appointed Board
Chair. Mr George Lauro also resigned as a non-executive director and Mr Simon Peeke was appointed as additional
Australian based independent non-executive director.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Note 28. Related party transactions
(a) Subsidiaries
Interests in subsidiaries are set out in note 26.
(b) Key management personnel compensation
Short-term employee benefits
Share-based payments
Detailed remuneration disclosures are provided in the remuneration report .
(c) Loans to/from related parties
Loans from director related entity
Beginning of the year
Loans advanced
Interest charged
Interest paid
End of year
(d) Terms and conditions
Consolidated
2020
US$
2019
US$
538,645
129,991
872,786
244,372
668,636
1,117,158
Consolidated
2020
US$
2019
US$
650,000
-
83,685
(60,535)
-
650,000
22,931
(22,931)
673,150
650,000
On 22 February 2019, the Group entered into a US$650,000 unsecured promissory note loan arrangement with an entity
controlled by Mr Jonathan Tooth. Details of the terms and conditions are set out under the Note 13(ii) Borrowings –
promissory notes.
52
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 29. Share-based payments
(a) Employee security ownership plan
The establishment of the 'employee security ownership plan' (ESOP) was approved by shareholders at the 2017 annual
general meeting. The plan is designed to provide long-term incentives for employees (including directors) and consultants to
deliver long-term shareholder returns.
Set out below are summaries of options granted under the plan:
Weighted
average
exercise price
A$
2020
Weighted
average
exercise price
A$
2019
Number of
options
2019
Number of
options
2020
Outstanding at the beginning of the financial year
Granted during the year
Lapsed during the year
10,300,000
250,000
(1,750,000)
$0.41
$0.13
$0.50
8,500,000
2,550,000
(750,000)
$0.39
$0.21
$0.40
Outstanding at the end of the financial year
8,800,000
$0.29 10,300,000
$0.35
Vested and exercisable at the end of the financial year **
$0.41
**Option vesting is subject to the holder remaining in office and or employment up to the vesting date. There are no other
5,941,666
5,700,000
$0.33
vesting conditions.
Share options outstanding at the end of the year have the following expiry date and exercise prices:
2020
Grant date
Expiry date
26/04/2017
08/12/2017
30/11/2017
08/12/2017
01/07/2018
29/04/2019
29/04/2019
01/01/2019
01/01/2019
25/04/2020
15/08/2020
29/11/2022
17/12/2022
30/06/2022
03/07/2023
30/11/2023
30/11/2023
31/12/2023
Exercise price
A$
Number at
the start of Number
granted
the year
Number
exercised
$0.50
$0.40
$0.35
$0.35
$0.15
$0.15
$0.15
$0.15
$0.11
1,750,000
1,500,000
3,000,000
1,500,000
800,000
750,000
1,000,000
-
-
10,300,000
-
-
-
-
-
-
-
150,000
100,000
250,000
Number
expired/
forfeited/
other
Number at
the end of
the year
-
-
-
-
-
-
-
-
-
-
(1,750,000)
-
-
-
-
-
-
-
-
(1,750,000)
-
1,500,000
3,000,000
1,500,000
800,000
750,000
1,000,000
150,000
100,000
8,800,000
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.19 years (2019)
2.76 years.
(i) Fair value of options granted
The assessed fair value of options at grant date was determined using the Black-Scholes option pricing model that takes into
account the exercise price, term of the option, security price at grant date and expected price volatility of the underlying
security, the expected dividend yield, the risk-free interest rate for the term of the security and certain probability assumptions.
There were no options granted during the year ended 30 June 2020, however, the following options were first recognised
during the year ended 30 June 2020. The model inputs for these options included:
53
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 29. Share-based payments (continued)
Grant date
Expiry date
Share price at
grant date
A$
Exercise price
A$
Expected
volatility
Dividend
yield
Risk-free
interest rate
Fair value at
grant date
A$
01/01/2019
01/01/2019
30/11/2023
31/12/2023
$0.11
$0.11
$0.15
$0.11
89.1300%
89.1300%
-
-
1.9500%
1.9500%
$0.0458
$0.0500
(b) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Shares issued to employees under ESOP
Shares issued to consultants
Options issued to employees under ESOP
Total
Note 30. Remuneration of auditors
Consolidated
2020
US$
2019
US$
-
-
165,277
169,206
82,718
286,184
165,277
538,108
During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the
auditor of the Group:
Audit services - Grant Thornton Audit Pty Ltd
Audit or review of the financial statements
Other services - Grant Thornton Audit Pty Ltd
Other advisory - tax compliance
Consolidated
2020
US$
2019
US$
194,512
198,511
2,686
15,146
197,198
213,657
54
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 31. Assets pledged as security
The carrying amounts of assets pledged as security for borrowings are:
Current
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Total current assets pledged as security
Non-current
Property, plant and equipment
Intangible assets
Total non-current assets pledged as security
Total assets pledged as security
Note 32. Loss per share
(a) Reconciliation of loss used in calculating loss per share
Basic and diluted loss per share
Consolidated
2020
US$
2019
US$
1,395,057
920,362
1,157,023
110,735
3,583,177
838,136
2,001,688
1,151,838
377,538
4,369,200
821,714
920,627
9,466,142
7,664,029
8,485,743 10,386,769
12,068,920 14,755,969
Loss from continuing operations attributable to the ordinary equity holders of the company used in calculating loss per share:
Loss after income tax
Loss per share
Diluted loss per share
(b) Weighted average number of shares used as the denominator
Consolidated
2020
US$
2019
US$
(8,330,555)
(9,535,057)
US$
Cents
US$
Cents
(2.71)
(2.71)
(4.03)
(4.03)
Number
Number
Weighted average number of ordinary shares used as the denominator in calculating basic
and diluted loss per share
307,047,580
236,338,867
On the basis of the Group's losses, the outstanding options and warrants at 30 June 2020 are considered to be anti-dilutive
and therefore were excluded from the diluted weighted average number of ordinary shares calculation.
55
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 33. Parent entity information
(a) Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive loss
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Foreign currency translation reserve
Share-based payments reserve
Accumulated losses
Total equity
Parent
2020
US$
2019
US$
(7,703,026)
(17,406,206)
(7,703,026) (17,406,206)
Parent
2020
US$
2019
US$
14,509
130,298
8,278,973
9,544,547
2,320,642
3,016,305
6,619,600
3,016,305
31,173,047 28,476,830
(408,289)
1,137,730
(22,678,029)
(435,626)
1,053,625
(30,131,673)
1,659,373
6,528,242
As at 30 June 2020, the intercompany loan balance between the parent and its subsidiaries amounted to nil (2019: nil) due
to a US$5,108,014 impairment loss on the intercompany loans recognised during the year ended 30 June 2020 (2019:
US$18,651,844). An impairment loss on intercompany investments of US$1,149,786 was recognised during the year ended
30 June 2020 (2019: nil).
(b) Guarantees entered into by the parent entity
The parent entity has provided a guarantee over the event of default caused by its subsidiary Sensera, Inc. in relation to its
equipment lease arrangements.
(c) Contingent liabilities of the parent entity
The parent entity had no contingent liabilities as at 30 June 2020 and 30 June 2019.
(d) Contractual commitments for the acquisition of property, plant or equipment
The parent entity has not entered into any contractual commitments for the acquisition of property, plant or equipment in the
year ended 30 June 2020 (2019: nil).
(e) Determining the parent entity financial information
The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements,
except as set out below.
56
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 33. Parent entity information (continued)
(f) Investments in subsidiaries
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Note 34. Summary of significant accounting policies
This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial
statements to the extent they have not already been disclosed in the other notes above. These policies have been
consistently applied to all the years presented, unless otherwise stated. The financial statements are for the Group consisting
of Sensera Limited and its subsidiaries.
(a) Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Sensera Limited is a
for-profit entity for the purpose of preparing the financial statements.
(i) Compliance with IFRS
The consolidated financial statements of the Sensera Limited Group also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(ii) Historical cost convention
The financial statements have been prepared on a historical cost basis except for warrant liabilities that are held at fair value.
Refer to Note 14 Warrant liabilities).
(iii) Going concern
The annual report has been prepared on a going concern basis.
For the year ended 30 June 2020, the Group incurred a net loss of US$8,330,555, had operating cash outflows of
US$3,068,872 and had a net current asset deficiency of $2,550,119. As at 30 June 2020, the Group's cash and cash
equivalents balance was US$1,395,057. These conditions would indicate a material uncertainty that may cast significant
doubt about the Group's ability to continue as a going concern. However, subsequent to the end of the reporting period and
as disclosed in Note 27, the Group has sold its wholly owned subsidiary nanotron Technologies GmbH. This transaction has
strengthened the Group’s financial position and cash flow projections over the ensuing 12 months from the date of this report,
to the extent the Board considers that sufficient funds exist to enable the Group to pay its debts as and when they fall due
for at least the next 12 months from the date of this report. In the event, future funding is required to grow the business, the
Group is now debt free and has previously demonstrated capacity to raise funds in debt and equity markets.
(iv) New or amended Accounting Standards and Interpretations adopted
The Group has applied the following standards and amendments for the first time for their annual reporting period
commencing 1 July 2019:
●
●
AASB 16 Leases
IFRIC Interpretation 23 Uncertainty over income tax treatments
The impact of the adoption of this standard and the new accounting policies are disclosed in Note 35 (Changes in accounting
policies).
57
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 34. Summary of significant accounting policies (continued)
(b) Principles of consolidation
(i) 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.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. This has been identified as the chief executive officer.
(d) Foreign currency translation
(i) 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 are
presented in US dollars (US$), which is Sensera Limited's presentation currency due to a significant portion of its operations
including head office being located in the United States. The functional currency of the parent is the Australian dollar (A$),
which is different to its presentation currency of US dollars.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in
profit or loss.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statement of profit or loss,
within finance costs. All other foreign exchange gains and losses are presented in the consolidated statement of profit or loss
on a net basis within other gains/(losses).
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 at fair value through other comprehensive income are
recognised in other comprehensive income.
(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 consolidated statement of financial position presented are translated at the closing rate at
the date of that consolidated statement of financial position
income and expenses for each consolidated statement of profit or loss and consolidated statement of profit or loss and
other 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.
58
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 34. Summary of significant accounting policies (continued)
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of
borrowings and other financial instruments designated as hedges of such investments, are recognised in other
comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid,
the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
(e) Revenue recognition
The accounting policies for the Group’s revenue from contracts with customers are explained in Note 2 (Revenue).
(f) Income tax
The income tax expense or credit 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 and its 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.
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.
59
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 34. Summary of significant accounting policies (continued)
(g) Right-of-use assets
Leases
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for
any remeasurement of lease liabilities.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or
a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset
is fully written down.
(h) Impairment of assets
Goodwill and intangible assets that have an indefinite useful life and intangible assets not yet ready for use 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 of
disposal 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 consolidated 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 consolidated
statement of financial position.
(j) Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less loss allowance.
See Note 6 (Trade and other receivables) for further information about the Group’s accounting for trade receivables and Note
22 (Financial risk management) for a description of the Group's impairment policies.
60
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 34. Summary of significant accounting policies (continued)
(k) Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a 'first in first
out' basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate
proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers
from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and
discounts received or receivable.
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.
(I) lnvestments and other financial assets
(i) Classification
From 1 July 2018, the Group classifies its financial assets in the following measurement categories:
●
●
those to be measured subsequently at fair value (either through Other comprehensive income (OCI) or through profit
or loss), and
those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity
instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time
of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to
purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
(iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
(iv) Impairment
The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at
amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase
in credit risk.
(v) Income recognition 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.
(m) Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
61
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 34. Summary of significant accounting policies (continued)
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced.
All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
The depreciation methods and periods used by the Group are disclosed in Note 10 Property, plant and equipment.
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. Refer to Note 34(h) (Summary of significant accounting policies).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or
loss.
(n) Intangible assets
(i) Goodwill
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.
(ii) Capitalised development costs
Capitalised development costs assets with an indefinite life and are shown at historical cost. Capitalised development costs
are not amortised but they are 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. Development costs are 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 development costs are monitored for internal management
purposes, being the operating segments.
Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical knowledge and
understanding, is recognised in the consolidated statement of profit or loss and other comprehensive income as an expense
when it is incurred.
Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for
the production of new or substantially improved products or services before the start of commercial production or use, is
capitalised if it is probable that the product or service is technically and commercially feasible, will generate probable
economic benefits, adequate resources are available to complete development and cost can be measured reliably. Other
development expenditure is recognised in the consolidated statement of profit or loss and other comprehensive income as
an expense as incurred.
(iii) Software
Software (a not yet ready for use intangible asset) is shown at historical cost and amortised from the point at which the
assets are ready for use. The assets are subsequently carried at historical cost less accumulated amortisation and less
any losses arising from impairment testing.
(iv) Patents and trademarks
Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the period
of their expected benefit, being their finite life of 10 years.
62
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 34. Summary of significant accounting policies (continued)
(o) 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 after the reporting period. They are recognised initially at
their fair value and subsequently measured at amortised cost using the effective interest method.
(p) Customer deposits
Customer deposits represent the Group's obligation to transfer goods or services to a customer and are recognised when a
customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration
(whichever is earlier) before the Group has transferred the goods or services to the customer.
(q) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in
profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan
facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be
drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable
that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised
over the period of the facility to which it relates.
Borrowings are removed from the consolidated statement of financial position when the obligation specified in the contract
is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities
assumed, is recognised in profit or loss as other income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability
for at least 12 months after the reporting period.
(r) 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.
(s) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave 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.
(ii) Share-based payments
Share-based compensation benefits are provided to employees via the 'employee security ownership plan' (ESOP).
Employee options
The fair value of options granted under the ESOP is recognised as a share-based payment expense with a corresponding
increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
●
●
●
including any market performance conditions (e.g. the company’s share price)
excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth
targets and remaining an employee of the company over a specified time period), and
including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares for a
specific period of time).
63
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 34. Summary of significant accounting policies (continued)
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to equity.
(t) 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.
(u) Loss per share
(i) 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, adjusted for bonus elements
in ordinary shares issued during the 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.
(v) Rounding of amounts
The company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the
financial statements. Amounts in the financial statements have been rounded off in accordance with the instrument to the
nearest dollar.
(w) 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 consolidated
statement of financial position.
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.
(x) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings
and derivative financial instruments.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
•
•
Financial liabilities at fair value through profit or loss
Financial liabilities at amortised cost (loans and borrowings)
64
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 34. Summary of significant accounting policies (continued)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This
category also includes derivative financial instruments entered into by the Group that are not designated as hedging
instruments in hedge relationships as defined by AASB 9. Separated embedded derivatives are also classified as held for
trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of
recognition, and only if the criteria in AASB 9 are satisfied. The Group has not designated any financial liability as at fair
value through profit or loss.
Financial liabilities at amortised cost (loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
effective interest rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised
as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. This category
generally applies to interest-bearing loans and borrowings.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement
of profit or loss.
(y) Derivative financial instruments
Initial recognition and subsequent measurement
Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into
and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and
as financial liabilities when the fair value is negative.
(z) New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Group for the annual reporting period ended 30 June 2020. The Group has not yet
assessed the impact of these new or amended Accounting Standards and Interpretations.
65
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 35. Changes in accounting policies
(a) AASB 16 Leases
AASB 16 Leases became effective for periods beginning on or after 1 January 2019. Accordingly, the Group applied AASB
16 for this year. Changes to the Group’s accounting policies arising from this standard is summarised below:
(i) Overview
The Standard has been adopted from 1 July 2019, resulting in the Group recognising right-of-use assets and related lease
liabilities for leases previously classified as operating leases under AASB 117, subject to the practical expedients described
below.
The Standard has been applied using the modified retrospective approach, with the cumulative impact of adopting AASB 16
recognised in equity as an adjustment to the opening balance of retained earnings for the current period. Comparative periods
have not been restated as permitted under the specific transition provisions in the Standard.
The nature of expenses related to these leases has changed as the Group now recognises an amortisation charge for the
right-of-use asset and interest expense for the lease liability.
Previously, the Group recognised operating lease expenses on a straight-line basis over the term of the lease and assets
and liabilities only to the extent there was a timing difference between actual lease payments and the expense recognised.
In applying AASB 16 the Group has elected to use the following practical expedients permitted by the Standard:
●
●
●
●
●
●
●
accounting for leases with a remaining lease term of less than 12 months from 1 July 2019 as short-term leases
excluding leases for which the underlying asset is low value from the calculation of lease liabilities
using hindsight in determining the lease term when considering options to extend and terminate leases
applying a single discount rate to the portfolio of leases with reasonably similar characteristics
excluding initial direct costs in the measurement of the right-of-use asset at 1 July 2019
relying on previous assessment on whether leases are onerous as an alternative to performing an impairment review
on the right-of-use asset at 1 July 2019
not to reassess whether a contract is or contains a lease at the date of initial application. Instead, for contracts entered
into before the transition date, the Group has relied on its assessment made applying AASB 117 and IFRIC 4.
(ii) Impact of adoption
AASB 16 was adopted using the modified retrospective approach and as such the comparatives have not been restated.
The impact of adoption on opening retained profits as at 1 July 2019 was as follows:
Operating lease commitments as at 1 July 2019 (AASB 117)
Operating lease commitments discount based on the weighted average incremental borrowing rate of
11.75%
Accumulated depreciation as at 1 July 2019 (AASB 16)
Right-of-use assets (AASB 16)
Lease liabilities - current (AASB 16)
Lease liabilities - non-current (AASB 16)
Lease liabilities (AASB 16)
Adjustment to opening accumulated losses as at 1 July 2019
US$
1,888,314
(216,217)
(614,370)
1,057,727
(791,902)
(348,088)
(1,139,990)
(82,263)
66
Sensera Limited
Notes to the consolidated financial statements
30 June 2020
Note 35. Changes in accounting policies (continued)
(iii) Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the company expects to obtain ownership of the leased asset at the end of
the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for
any remeasurement of lease liabilities.
The company has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with
terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss
as incurred.
(iv) Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or
a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset
is fully written down.
(v) Prior year lease accounting policy to 1 July 2019
Leases in which a significant proportion of the risks and rewards of ownership were not transferred to the Group as lessee
were classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor
were charged to profit and loss on a straight line basis over the period of the lease.
(b) IFIRC Interpretation 23 Uncertainty over Income Tax Treatments
IFRIC 23 is effective for annual reporting periods beginning on or after 1 January 2019.
The interpretation is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax
credits and tax rates, when there is uncertainty over income tax treatments under IAS 12.
The adoption of this interpretation has not materially impacted the amounts disclosed in these financial statements.
67
Sensera Limited
Directors' declaration
30 June 2020
In the Directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in Note 34 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
2020 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The Directors have been given the declarations by the Chief Executive Officer and the Chief Financial Officer required by
section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors.
On behalf of the Directors
___________________________
Mr Ralph Schmitt
Managing Director
29 October 2020
68
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 2020, 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 2020 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 (including Independence Standards) (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.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
Revenue (Note 2)
How our audit addressed the key audit matter
The Group has recognised Revenue of USD $11,797,799 during the
year.
Our procedures included, amongst others:
• Understanding the processes used by the Group to record
revenues, receivables and contract liabilities;
This area is a key audit matter due to the nature and assessment of
performance obligations and the importance of the Revenue balance
to users of the financial statements.
• Assessing the revenue recognition policies for appropriateness
and compliance with AASB 15 Revenue from contracts with
customers;
Debt and warrants (Note 13 and 14)
As at 30 June 2020 the carrying value of Loans was USD $5,075,951
and warrants derivative was USD $1,223,007.
This is a key audit matter due to the level of judgements and
estimates required by Management in calculating the carrying values
and resulting accounting treatment of these instruments.
• Performing testing on a sample of transactions to determine
whether revenue was recognised in line with the Group’s revenue
recognition policy and accounting standards;
• Analytically reviewing revenue values and associated ratios, with
any items outside of audit expectations investigated further;
• Evaluating, on a sample basis, significant receivable and contract
liability balances by obtaining the corresponding sales contracts
and other supporting documentation and testing that appropriate
amounts were recognised at the reporting date; and
• Evaluating the adequacy of related disclosures in the financial
report.
Our procedures included, amongst others:
• Reviewing relevant loan and warrant agreements;
• Agreeing year end debt balances to third party confirmations;
• Performing analytical review of the interest expense;
• Assessing covenant compliance (where applicable);
• Reviewing Management's paper on the accounting for warrants
and resulting calculations (Black Scholes model), considering the
inputs and assumptions made for reasonableness;
• Assessing the requirements of AASB 9 Financial Instruments;
• Engaging our Corporate Finance experts to consider the
calculations, inputs and assumptions used, (where relevant); and
• Reviewing the disclosures made in the financial statements.
Key audit matter
How our audit addressed the key audit matter
Goodwill and Intangible Assets (Note 11)
As at 30 June 2020, the carrying value of goodwill was USD
$4,073,789, capitalised development costs was USD $2,979,795 and
software development costs was USD $474,967.
AASB 136 Impairment of Assets requires Management to perform an
impairment test of indefinite lived intangible assets, intangible assets
not yet ready for use, and goodwill at least annually.
This is a key audit matter due to the level of judgement and estimation
required by Management in calculating the recoverable amount.
Management estimated the recoverable amount by using the fair
value less cost of disposal method.
Our procedures included, amongst others:
• Considering the application of the requirements of AASB 136
Impairment of Assets to the Group’s impairment testing
methodology and model;
• Assessing the Group’s determination of Cash Generating Units
(CGUs);
• Assessing the mathematical accuracy and methodology
appropriateness of the underlying calculations; and
• Assessing the adequacy of the Group's disclosures in the financial
statements in respect of AASB 136 Impairment of Assets and the
requirements therein.
Going concern (Notes 34 (a)(iii)
The financial statements are prepared on a going concern basis in
accordance with AASB 101 Presentation of Financial Statements.
The Group’s use of the going concern basis of accounting and the
associated extent of uncertainty is a key audit matter due to the high
level of judgement required by the Directors and Management in
evaluating the Group’s assessment of going concern and the events
or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. These are outlined in the going concern
disclosures in the financial statements.
The Directors have determined that the use of the going concern
basis of accounting is appropriate in preparing the financial report.
Their assessment of going concern was based on cash flow
projections. The preparation of these projections incorporated a
number of assumptions and significant judgement.
Our procedures included, amongst others:
• Reviewing Management’s cash-flow forecast and underlying data
used to generate the forecast, to evaluate whether the operations
of the business would provide sufficient cash for a period of at
least twelve (12) months from the proposed date of signing, in
order to satisfy the going concern assumption;
• Evaluating Management’s ability to forecast by comparing prior
period forecasts with actual results;
• Analysing the impact of reasonably possible changes in projected
cash flows and their timing, to the projected periodic cash
positions;
• Considering the impact of the disposal of the nanotron subsidiary
and associated “Internet of Things” (IOTS) business segment
subsequent to year end; and
• Considering the adequacy of the going concern disclosures in the
financial statements by comparing them to our understanding of
the matter and accounting standard requirements.
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 2020, 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: https://www.auasb.gov.au/auditors_responsibilites/ar1_2020.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 10 to 17 of the Directors’ report for the year ended 30 June
2020.
In our opinion, the Remuneration Report of Sensera Limited, for the year ended 30 June 2020 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, 29 October 2020
Sensera Limited
Shareholder information
30 June 2020
The shareholder information set out below was applicable as at 21 October 2020
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Number
Number
of holders
of ordinary ordinary
of
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
shares
shares
6,382
56
190,654
56
121
1,064,533
569 25,095,304
412 297,110,533
1,214 323,467,406
125
273,125
Ordinary shares
% of total
shares
issued
Number held
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
GUERILLA NOMINEES PTY LTD [TOOTH RETIREMENT PLAN A/C]
TRITON SYSTEMS INC
CITICORP NOMINEES PTY LIMITED
MAPLE MANAGEMENT LTD
ACN 075312980 PTY LTD [SINGLETON FAMILY S/F A/C]
ACN 075312980 PTY LTD [BEACON UNIT A/C]
DR JENS ALBERS
SARGON CT PTY LIMITED [SENSERA EMPLOYEE PLAN A/C]
BAYWICK PROPRIETARY LIMITED [THE RETAIL DISCRETIONARY A/C]
LAMPAM PTY LTD
MR DAVID CURZON SMITH & MRS DIANE MAURINE SMITH [BADHAM FAMILY A/C]
DR STUART LLOYD PHILLIPS & MRS FIONA JANE PHILLIPS [SL & FJ PHILLIPS S/F
A/C]
JINDABYNE CAPITAL PTY LTD [PROVIDENCE EQUITY A/C]
SUPER RLS PTY LTD [RPLS SUPER FUND A/C]
MR JOSHUA LEIGH SWEETMAN
BOND STREET CUSTODIANS LIMITED [LAMAN - D05019 A/C]
AUSTRALIAN PHILANTHROPIC & SERVICES FOUNDATION P/L [AUSTRALIAN PHIL
SERVICE A/C]
MR JACK SALERNO
DR STUART LLOYD PHILLIPS & MRS FIONA JANE PHILLIPS [SL & FJ PHILLIPS PENS F
A/C]
17,356,269
11,798,714
10,907,620
9,672,829
7,934,373
6,870,000
6,595,278
6,238,328
4,258,728
4,002,325
4,000,000
3,700,000
3,105,000
3,000,000
2,949,057
2,750,000
2,727,000
2,587,500
2,428,881
2,325,000
5.37
3.65
3.37
2.99
2.45
2.12
2.04
1.93
1.32
1.24
1.24
1.14
0.96
0.93
0.91
0.85
0.84
0.80
0.75
0.72
115,206,902
35.62
73
Sensera Limited
Shareholder information
30 June 2020
Substantial holders
Substantial holders in the Company are set out below:
Ordinary shares
% of total
shares
issued
Number held
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
17,356,269
5.37
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities that hold voting rights.
74