Spectur Limited
Appendix 4E
Preliminary Financial Report- For the year ended 30 June 2020
(Previous corresponding period: Year ended 30 June 2019)
Results for announcement to the market
1. Results for announcement to the market
30 June 2020
Current Year
$
Percentage
Change
Up /(Down)
%
Change
Up /(Down)
$
30 June 2019
Previous
Corresponding
Year
$
Revenue from ordinary activities
4,801,655
(0.3%)
(16,475)
4,818,130
Loss from ordinary activities after tax
(1,622,698)
38%
985,469
(2,608,167)
Net Loss for the period attributable to members
(1,622,698)
38%
985,469
(2,608,167)
Commentary on the above figures is included in the attached Annual Financial Report for the year ended 30 June
2020.
2.
3.
4.
5.
6.
7.
Statement of Profit and Loss and other comprehensive income
Refer to attached Annual Financial Report – 30 June 2020.
Statement of financial position
Refer to attached Annual Financial Report – 30 June 2020.
Statement of cash flows
Refer to attached Annual Financial Report – 30 June 2020.
Statement of changes in equity / retained earnings
Refer to attached Annual Financial Report – 30 June 2020.
Dividend payments
Refer to attached Annual Financial Report – 30 June 2020.
The Company does not propose to pay any dividends in the current year.
Dividend reinvestment plans
The Company does not have a dividend reinvestment plan.
This Appendix 4E Annual Report is provided to the ASX under Listing Rule 4.3 and should be read in
conjunction with the accompanying Financial Report for the year ended 30 June 2020.
8.
Net tangible assets per security
Net Tangible Assets per ordinary share
Current Year
(30 June 2020)
2.58 cents
Previous
Corresponding Year
(30 June 2019)
3.68 cents
9.
Details of entities over which control has been gained or lost
Not applicable
10.
Details of Associates and joint ventures
Not applicable
11.
Other significant information
Not applicable
12.
Foreign entities – Accounting Standards
Not applicable.
13.
Results for the period
Refer to the Directors report in the attached Annual Report.
14.
Statement on the financial statements
The financial statements are based on audited accounts.
15.
Unaudited accounts
Not applicable.
16.
Status of audit
The Financial Report for the year ended 30 June 2020 has been audit reviewed and is not subject to
dispute or qualification.
This Appendix 4E Annual Report is provided to the ASX under Listing Rule 4.3 and should be read in
conjunction with the accompanying Financial Report for the year ended 30 June 2020.
Spectur Limited
ACN 140 151 579
Annual Financial Report
30 June 2020
Content
Corporate Information
Chairman’s Review
Managing Director’s Review
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Note 1: Basis of Preparation
Note 2: Significant Accounting Policies
Note 3: Significant Accounting Estimates and Judgements
Other Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Securities Information
3
4
5
7
12
23
24
25
26
27
28
31
38
40
59
60
64
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 2 of 67
Corporate information
ACN 140 151 579
Directors
Mr Darren John Cooper
Dr Gerard John Dyson
Mrs Bilyana Smith
Company Secretary
Mrs Suzie Jayne Foreman
Registered Address and Principal Place of Business
12 Fargo Way,
Welshpool, WA 6106
Telephone: 1300 802 960
Solicitors
Blackwall Legal LLP
Level 26, 140 St Georges Terrace,
Perth, Western Australia 6000
Bankers
ANZ Bank
127/816 Beeliar Drive
Success, WA 6164
Auditors
HLB Mann Judd (WA Partnership)
Level 4, 130 Stirling Street
Perth, WA 6000
Share Registry
Automic Registry Services
Level 2, 267 St Georges Terrace
Perth, WA 6000
GPO Box 5193, Sydney, NSW 2001
Telephone: 1300 288 664 (within Australia)
Email: hello@automic.com.au
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 3 of 67
Chairman’s Review
Chairman’s Review
Dear Spectur Shareholder,
Once again, the past financial year has been one of change and growth for Spectur.
Effective 1 July 2019, Gerard Dyson assumed the role of Managing Director from previous MD Peter Holton, who remained
with the business for a time to ensure an effective transition. Peter played a pivotal role in the early growth and development
of Spectur over many years, and the Board thanks him on behalf of all shareholders for his contribution and service.
The Company set about the twin tasks of commencing development of the Company’s new technology platform (later to be
named “STA6”), and pivoting the business from an inbound sales model mostly servicing the building and construction
sectors, to an outbound sales model targeting government, utilities and infrastructure.
In September 2019 the Board was bolstered with the appointment of Bilyana Smith as a Sydney-based Non-Executive
Director. Bilyana’s background in strategic marketing and technology commercialisation have brought considerable benefit
to the Company’s evolution and growth.
Of course, in early calendar 2020 the impacts of the COVID-19 pandemic were felt and Spectur was not immune, albeit our
classification as an “essential service” has allowed us to continue operating and installing systems for customers.
On 31 May 2020 Mr Stephen Bodeker ceased as a Non-Executive Director of Spectur, and on behalf of my fellow Directors
and all Shareholders I thank Stephen for his valuable contribution and assistance since his appointment in June 2017.
Late in 2020 we finalised our exciting new “STA6” technology platform ready for market roll-out, and announced a
partnership with CSIRO and a distribution agreement with a New Zealand organisation, Deus Ex. To bolster the Company’s
balance sheet and provide funds for further technology development and growth we launched a capital raising via a
combined Placement and a Share Purchase Plan. Both were well supported, raising a total of $1.5 million and we thank
Shareholders for their support.
Since my last letter in last year’s Annual Report I have continued building my own shareholding in Spectur, having added a
further 1.5 million shares in the Company via a combination of on market purchases, off market acquisitions (from founding
director Richard Wilkins), placement and SPP participations on the same terms as participants, and via accepting shares in
lieu of cash remuneration. Similarly, Managing Director Gerard Dyson has added a further 1.27 million shares to his own
holdings since August last year, separate to his Performance Rights arrangement.
COVID-19 continues to have a range of impacts – both positive and negative – on Spectur and its customers and target
markets, and there remains many uncertainties in our operating environment. Nevertheless, we have a sound financial
position, a robust strategy, a capable management team, an exciting new technology platform and a much-broadened “arc
of opportunity” to pursue over the year ahead.
Finally, I’d like to thank my fellow Board Member Bilyana Smith, our Managing Director, our Company Secretary and the
whole Spectur team for their efforts over FY20, and I look forward to working with them all over an exciting year ahead.
Darren Cooper
Non-Executive Board Chair
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 4 of 67
Managing Directors’ Review
Managing Director’s Review
Dear Fellow Shareholder,
Financial Year 2020 (FY20) has been a dynamic year for Spectur. We have made tremendous progress on delivering our
strategy, have achieved meaningful financial milestones and have positioned the Company with multiple new growth
avenues to pursue in Financial Year 2021 (FY21).
Strategy progress
In FY20, we introduced three key strategic pillars intended to underpin future growth of the Company:
1. Build our outbound sales organisation and improve performance of existing inbound sales and marketing.
2. Build our customer outreach program to generate insights that can feed our research & development team,
marketing and sales groups.
3. Develop our research & development plans to narrow our choices for the next phases of technological expansion.
It is pleasing to confirm that we made great progress against all three objectives.
In the past 12 months we have recruited an additional four exceptional sales leaders located in Sydney, Melbourne and
Perth. These candidates were selected for their experience and talent in outbound sales, industry background in either
Government and Utilities or Building and Construction, and strong technology pedigree. Spectur has also onboarded a
new digital marketing partner, suitable for the expanded business-to-business offering that the new technology platform
offers. Progress is well advanced with a new website, which should be complete in September 2020.
Early in FY20, we designed, resourced and implemented a customer outreach program designed to regularly poll our
existing customers to understand their experience with Spectur solutions, thoughts about new applications and areas for
additional development. This program has been extended across all customers and been instrumental in guiding the
technology development that underpins the new STA6 platform, shaping the sales and marketing approach and contributing
to a strong Net Promoter Score that has consistently reported between 50 and 80 throughout the year.
The cornerstone of our technology advantage for the next few years will be the STA6 platform. The STA6, (a Sensing,
Thinking and Acting platform) is the genesis of extended market testing and exploration of technology suitable to bring this
to life. This platform was conceived, developed, and brought to market within FY20, with first systems sold in June 2020
and installed in August. An expandable, future-proof platform able to support edge and cloud based AI and processing (the
Spectur “fog”) as well as an extended (up to 20km) array of remote sensors and switching, the STA6 is truly a unique
offering.
Our evolving vision, strategy and plans
FY21 marks the year we evolve from a solar security company to a technology company that brings the power of
autonomous sensing, thinking and action from the wired environment to the outdoors. This evolution in purpose brings with
it a significantly larger market potential and opportunity for growth for Spectur. To exploit this potential and accelerate
growth back to pre-FY20 levels, the following growth themes will underpin the strategy for FY21:
1. Expanding product lines
The STA6 platform has multiple variants and will join the existing HD5, creating a tiered and progressively more capable
system. These core platforms will be supplemented with an expanding range of ancillary devices, including additional visual
AI based applications, remote sensors, lighting, switching and other products. This growing product line and the associated
increased range of usage cases will lead to greater share of wallet with existing customers and opportunities to gain new
customers in our target sectors.
2. Gaining entry into major projects
The new technology platform has also extended into our software ecosystem. Unique to Spectur, existing HD5s as well as
the new STA6 platform will be able to be integrated into other wired camera Video Management Systems (VMS) via an
ONVIF compliant interface. This means that Spectur technology can now be used as part of broader solutions and is a
viable cornerstone or element of major smart city, parking or other projects. Bidding has already commenced for some of
these larger projects and it is expected that success in this space will lead to larger orders.
3. Adding sales channels via technology partners, security and system integrators, increasing geographic presence
The STA6 platform combines increased capability and flexibility with greater simplicity of installation and configuration. Now
suitable for deployment by third parties, Spectur expects to expand the current limited range of approved resellers to
facilitate access to new geographies and markets with low incremental overhead costs.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 5 of 67
Managing Directors’ Review
4.
Improving sales through enhanced marketing
Given the transformation in the vision for Spectur and associated applications for our technology, the prior (current) website
was no longer considered suitable. It was intended that the new website would be ready for launch in July 2020, along with
the STA6 platform; however, careful cost control in response to the outbreak of COVID-19 meant a delay in this project. It
is expected that the new website, combined with a more sophisticated and expanded digital and other marketing approach
will also lead to incremental growth for Spectur in FY21.
Impact of COVID-19
Spectur was impacted in different ways by the arrival of COVID-19. Whilst supply chains were uninterrupted due to local
manufacture, lockdowns had an impact on outbound sales and customers in our target sectors were variably impacted.
Greatest impact was felt in the capital expenditure on new hardware, further exacerbated by some delayed purchases as
customers awaited the new STA6 technology. This is most visible in the reduction in hardware sales revenue from $2.27M
in FY19 to $1.50M in FY20, the impact of which was felt in H2.
In response, Spectur took early and aggressive action to reduce discretionary short and longer-term costs without impacting
core capabilities and strategic initiatives. To maintain capability for the recovery, an across the board and tiered reduction
in salaries was implemented to reduce payroll costs as opposed to a reduction in human resources. Additional COVID-19
governmental assistance totalling $338k was also recognised during the reporting period, received as Job keeper, cashflow
boost and payroll tax rebates.
Financial Performance
Spectur has continued to improve its financial performance in FY20. Key milestones have included:
Two of the first ever positive cashflow quarters (including Q4, in the peak of COVID-19)
•
• Substantial improvement in EBITDA from ($2.59M) to ($1.45M);
• Adjusted EBITDA (from ($2.28M) to ($1.47M) when excluding the effects of any government COVID-19 relief
payments which totalled $338k during the period). Adjusted EBITDA calculation refer to page 17.
Improvement in Gross Margin percentage from 59% to 64%
•
We have demonstrated control of the business and that, even when revenues decline rapidly (in response to reduced Q4
hardware sales associated with COVID-19), we are able to control costs and bring the business to cashflow neutrality. The
solid base of higher margin recurring revenue and rental revenue has supported the business and forms a strong foundation
for the future. This improved performance has also been accompanied with a growing and increasingly capable sales team
and technology platform. It is an ideal platform for growth.
The financial position of Spectur was further strengthened during the year, with a closing cash balance of greater than
$1.6m at year end. Combined with a placement and Share Purchase Plan (SPP) raising approximately $1.5 million in July
and August 2020, Spectur is well capitalised to execute its growth plans and weather market swings as needed.
Outlook
The STA6 technology platform underpins the growth plans for Spectur. Noting a softer H2 compared with H1, which has
continued into July 2020, a broader range of growth initiatives is forecast to deliver revenue which boosts Spectur’s growth
trajectory.
Following the recent completion of the placement and SPP, it is expected that a portion of these additional funds will be
deployed during FY21 to accelerate growth initiatives. This will lead to a short to medium term increase in expenses, with a
lagging increase in revenues. Growth investments are intended to create the underlying infrastructure that will drive and
support revenues to $20m and beyond in the next few years. Should attractive, synergistic and strategic acquisitions be
identified along this journey, these may be cumulative to the proposed organic growth trajectory.
It is an exciting time to be at Spectur. We have built the foundations for scale up and have moved well beyond start up. We
have a strong, stable and forward-thinking shareholder base, and I look forward to your support as we execute our plans
over the year ahead. We expect FY21 to be a company-defining year.
Yours sincerely,
Gerard Dyson
Managing Director
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 6 of 67
Directors’ Report
The Board of Directors of Spectur Limited present their report on Spectur Limited (“Company” or “Spectur”) for the year
ended 30 June 2020.
Directors and Officers
The names of directors and officers who held office during or since the end of the year and until the date of this report are
as follows.
Darren John Cooper
Gerard John Dyson
Bilyana Smith
Stephen Paul Bodeker
Andrew Mark Hagen
Suzie Jayne Foreman
Current Directors and Officers
Non-Executive Chairman
Managing Director
Appointed 1 July 2019
Non-Executive Director
Appointed 1 October 2019
Non-Executive Director
Resigned 31 May 2020
Non-Executive Director
Retired 22 October 2019
Company Secretary
Mr Darren John Cooper
Qualifications
Length of Service
Experience
Special Responsibilities
Gerard John Dyson
Qualifications
Length of Service
Experience
Special Responsibilities
Ms Bilyana Smith
Qualifications
Length of Service
Experience
Independent Non-Executive Chairman
B.Bus (Curtin), Masters of Applied Finance (Macquarie), Australian Institute of Company
Directors graduate.
1 year, 10 months
Darren Cooper spent in excess of 20 years with various companies in management and
senior executive roles. Darren now holds a number of Board and Strategic Advisory roles
across a range of industries including property, construction, labour hire, professional
services and telecommunications. He is also an investor in and director of a range of
technology & media-based start-up businesses.
Chairman of the Remuneration and Nomination Committee
Managing Director
B.Eng (Hons, Civil), B.Com (Mgmt, Mktg), PhD (Geotechnical Engineering) from the
University of Western Australia, Adv Dip Bus from Federation University, Graduate of the
Australian Institute of Company Directors.
1 year as Managing Director
Gerard Dyson is a seasoned Managing Director and prior to joining Spectur held the role
of Executive Vice President and Regional Managing Director, Americas for Advisian, a
global consulting and advisory firm of Worley Limited (ASX:WOR), from 2015 to 2018. Dr
Dyson has held a number of global, regional and local roles in Australia, USA, Canada,
Latin America, Asia and the Middle East, including as Group Managing Director,
Infrastructure in 2014 to 2015 and Director of Consulting, Australia & New Zealand from
2011 to 2014. Dr Dyson has also led sales teams, developed and implemented strategy
and has strong experience in infrastructure, environment, mining, power and chemicals
sectors.
N/A
Independent Non-Executive Director
MBA from University of Sydney, Bachelor of Architecture, Australian Institute of Company
Directors graduate (GAICD).
<1 year
Mrs Smith brings to the Spectur board extensive international experience as a company
director, CEO and strategic advisor in the technology, property development and media
industries.
Mrs Smith is currently a Director of Fishburners Ltd, Australia’s leading technology
startup hub. She runs her own advisory practice specialising in business strategy, with
clients in technology, media, property/development and healthcare sectors.
Previously CEO of Emerystudio, Executive Director with Clemenger Group Ltd, and
Director of Marketing and Communications at Barangaroo Delivery Authority.
She lives in Sydney.
Special Responsibilities
Remuneration and Nomination Committee member
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 7 of 67
Directors’ Report
Directorships of other listed companies
Directorships of other listed companies held by directors currently and in the 3 years immediately before the end of the
financial year are as follows:
Name
Mr Darren John Cooper
Dr Gerard John Dyson
Ms Bilyana Smith
Period of directorship
28 July 2017 - date
-
-
Company
GO2 People Limited
-
-
Company Secretary for the reporting period
Mrs Suzie Jayne Foreman
Company Secretary
Qualifications: Bachelor of Commerce (Honours) from the University of Sheffield, Chartered Accountant.
Ms Foreman is a Chartered Accountant with over 20 years of experience within the UK and Australia, including 11 years
combined experience with a Big 4, and a boutique advisory firm, specialising in the areas of audit and corporate services.
Ms Foreman has extensive experience as a Chief Financial Officer and Company Secretary for ASX listed and start-up
companies. Ms Foreman is skilled in cash flow, governance and enterprise risk management, financial reporting, audit, and
company secretarial work.
Ms Foreman held the position of Company Secretary and Chief Financial Officer for Jameson Resources Ltd (ASX:JAL), for
11 years until 25 September 2019, and has previously held several Company Secretary and/or Chief Financial Officer
positions for ASX listed entities.
Principal activities
The principal activity of the Company during the year was to develop, manufacture and sell remote sensing, thinking and
acting solutions powered by solar and using the IoT [Internet of Things], camera and cloud-based technology.
Operating and Financial Review
Results of Operations
For the year ended 30 June 2020, Spectur reported total revenue of $4.8M, consistent with the corresponding prior year
revenue of $4.8M.
Gross margins increased to 63% in FY2020 from 59% in the prior year, as the Company worked to improve efficiencies and
reduce input costs. Earnings / Loss before Interest, Tax and Depreciation and Amortisation (EBITDA) fell to ($1.45M) from
the prior period loss of ($2.59M). Adjusted EBITDA excludes share-based compensation, impairments, write downs, one of
gains / losses, non-cash expenses and one-off income / expenses, (including any government COVID-19 relief payments).
Adjusted EBITDA fell from ($2.28M) to (1.47M).
Spectur’s financial position remains strong with minimal debt of $94k (excluding office lease liabilities) and a cash balance
of $1.6M at year end (2019: $1.3M). Cash assets were strengthened by $1.5M of SPP and placement funds received post
year end. The comprehensive loss for the year ended 30 June 2020, after providing for income tax, amounted to $1.6M
(2019: $2.6M).
Dividends
No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has
been made.
Significant events during the year
Gerard Dyson was appointed as the Managing Director effective 1 July 2019.
On 23 August 2019, Spectur concluded the settlement of a two-tranche placement raising $1.59 million before costs.
During Q1, the Board reviewed its composition and considered the requirement for industry specific, strategic, commercial
and leadership skills with a particular focus on marketing. A recruitment / selection was undertaken by the Nomination
Committee and on 1 October 2019 Mrs Bilyana Smith was appointed to the role.
Mrs Smith fulfilled the requirements of the role, in particular bringing:
➢ Demonstrated industry experience in technology and innovation with particular focus on early start-up and scaleup
organisations;
➢ Experience in corporate strategy, marketing, communications and strategic growth; and
➢ East coast-based presence.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 8 of 67
Directors’ Report
Mr Hagen retired from the board by rotation at the Company’s AGM on 22 October 2019.
Mr Bodeker stepped down from the board on 31 May 2020.
Employees
The Company had 25 employees as at 30 June 2020 (2019: 20 employees).
Loss per share
Basic loss per share (cents per share)
30 June 2020
(2.25)
30 June 2019
(4.82)
Subsequent events after the reporting date
On 16 July 2020 the Company completed a placement raising $567,248 before costs, via the issue of 11,344,960 fully paid
ordinary shares at $0.05 per share to existing and new shareholders who qualified as sophisticated or professional investors.
Subsequently, the Company conducted a Share Purchase Plan (SPP) to raise a target of $567,248 through the issue of an
additional 11,344,960 shares at the placement price of $0.05 per share, with the capacity to accept oversubscriptions for
up to a further 7,563,307 shares to raise an additional $378,165.
The SPP closed on 7 August 2020 significantly oversubscribed and the Board resolved to accept applications up to the
oversubscription amount of $945,413, and accordingly 18,908,267 new shares were issued under the SPP.
The net proceeds of the placement and parallel SPP will be used to strengthen the financial position to fund growth
initiatives. These include accelerating the rollout of the Company's scalable next-generation STA6 technology platform,
driving sales through geographic and channel partnerships, expansion of strategic marketing activities and assessing
potential acquisitions.
Alto Capital (Lead Manager) is to receive a success fee of 1,000,000 Spectur Options exercisable at $0.10 on or before 30
June 2023, on successfully raising in excess of $1.1 million (before costs) via the Placement and SPP. The Options will be
subject to shareholder approval to be sought at Spectur's Annual General Meeting.
The Directors are not aware of any other matter or circumstance that has arisen since 30 June 2020 which significantly
affected, or may significantly affect, the operations of the Company, the results of those operations, or the state of affairs of
the Company, in future financial years.
Laws and Regulations
Spectur’s operations are subject to various laws and regulations under the relevant government legislation. Full compliance
with these laws and regulations is regarded as a minimum standard for all operations to achieve the objectives of the
Company. Instances of environmental non-compliance by an operation are identified either by internal investigations,
external compliance audits or inspections by relevant government agencies. There have not been any known breaches of
laws and regulations by the Company during the year and up to the date of this report.
Indemnifications and Insurance of Officers
The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person who is or
has been a director or officer of the Company for any liability caused as such a director or officer and any legal costs
incurred by a director or officer in defending an action for any liability caused as such a director or officer.
The Company has a Directors and Officers insurance policy in place.
Directors’ meetings
The number of meetings of Directors (including meetings of Committees of Directors) held during the year and the number
of meetings attended by each Director were as follows:
Director
FY20
Darren Cooper
Bilyana Smith
Gerard Dyson
Stephen Bodeker
Andrew Hagen
Directors’ meetings
No. eligible to attend
12
9
12
11
4
No. attended
12
9
12
10
4
Remuneration Committee meetings
No. attended
4
1
-
3
1
No. eligible to attend
4
1
-
3
1
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 9 of 67
Directors’ Report
In addition to the above meetings, the board executed 3 circular resolutions during the year.
Securities on issue
Total shares, options and performance rights of the Company on issue as at the date of this report are as follows:
Number of fully paid
ordinary shares
Number of options over
ordinary shares
Number of performance
rights
105,886,292
22,419,933
2,646,264
Directors’ holdings of shares, options and performance rights during the financial period have been disclosed in the
Remuneration Report. Option or performance rights holders do not have any right, by virtue of their option / performance
rights, to participate in any share issue of the Company.
Shares under option or issued on exercise of options
At the date of this report, unissued ordinary shares or interests of the Company under option are:
Type
Listed SP3O
Unlisted
Unlisted
Unlisted
Total
Number of shares under
option
Exercise price of
option
Expiry date of option
11,094,933
9,175,000
2,000,000
150,000
22,419,933
$0.20
$0.20
$0.50
$0.37
31 December 2020
31 December 2020
31 December 2020
31 December 2020
There were no shares issued during the year as a result of an exercise of Options.
Performance Rights
As at the date of this report, the following performance rights (PRs) in the Company were on issue.
Type
Date of Expiry
Tranche 3
31 December in the year the
PRs vest.
No. of Performance
Rights on Issue
333,334 (i)
Employee
LTI FY22
12 months from reporting of
the Company’s audited FY22
financial statements
2,312,930
Vesting Conditions
The Total Revenue for FY20 being at least $7.0
million, which is subject to the lodgement of the
FY20 audited financial report.
Earnings per share (75%) and total shareholder
return (25%) weighted targets.
(i) These performance rights will not vest as performance conditions will not be met. They will be cancelled following the
reporting of FY20 results.
Proceedings on behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or 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 any part of those
proceedings. The Company was not a party to any such proceedings during the year.
Future Developments
The last twelve months have laid a foundation for growth based around our new STA6 technology platform. This platform,
and the expanded and expandable value that it can create for customers, brings with it additional revenue growth
opportunities that were previously inaccessible. The Company will seek to address this in a number of ways, by including:
•
Expanding product lines (the STA6 and other new products are additional to the existing HD5 platform).
• Gaining entry into major projects (the STA6 is ONVIF compliant and designed to easily integrate with 3rd party
software and sensors).
• Adding sales channels via technology partners, security and system integrators (the STA6 is simultaneously able
to solve more complex problems, yet simpler to install, set up and maintain, enabling sales via resellers. This
provides a low overhead cost option for expanding the revenues and geographic footprint of Spectur).
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 10 of 67
Directors’ Report
•
•
Expanding and improving the range of solutions and applications for existing customers (the STA6 is an
expandable platform with a growing range of internally and externally developed applications and sensors –
creating more value from the same core hardware).
Improving sales through enhanced marketing (a new website, enhanced digital marketing approach and updated
sales collateral to support the additional value that the STA6 and accessories can create will drive increased
inbound and outbound sales, customer retention and brand awareness).
Diversity
The Company believes that the promotion of diversity on its Board and within the organisation generally is good practice
and is committed to managing diversity as a means of enhancing the Company’s performance. Mrs Bilyana Smith was
appointed to the role of non-executive director and Mrs Suzie Foreman was employed as Company Secretary during the
year. Further information is set out in the Corporate Governance statement detailed on the Company’s website.
Non-audit services
No non-audit services were provided by the Company’s auditor, HLB Mann Judd during the year.
Auditor independence
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the Directors of the Company
with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on
page 23 and forms part of this Directors’ report for the year ended 30 June 2020.
Directors interests
Interests in the shares, options and performance rights of the Company and related bodies corporate
The following relevant interests in shares and options and performance rights of the Company or a related body corporate
were held by the Directors as at the date of this report.
Directors
Darren John Cooper
Bilyana Smith
Gerard John Dyson
Total
Number of fully paid
ordinary shares
Number of options
over ordinary shares
Number of
performance rights
1,903,879
603,879
1,462,179
3,969,937
150,000
-
-
150,000
-
-
1,607,919
1,607,919
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 11 of 67
Remuneration Report (Audited)
Remuneration Report Contents
A. Introduction
B. Remuneration governance
C. Remuneration policy framework
D. Remuneration structure and link to business strategy
E. Executive remuneration framework and overview of incentive plans
F.
Link between performance and remuneration outcomes
G. Non-executive Directors remuneration
H. Executive service agreements / remuneration
I. Additional statutory disclosures
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 12 of 67
Remuneration Report (Audited)
A. Introduction
This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the key
management personnel (KMP) of Spectur Limited for the financial year ended 30 June 2020. The information provided in
this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
For the purposes of this report KMP are defined as those persons having authority and responsibility for planning, directing
and controlling the major activities of the Company, directly or indirectly, including any director (whether executive or
otherwise) of the Company. For FY20 it was deemed that only the Managing Director qualified as executive KMP for the
purposes of this report.
Key Management Personnel (KMP)
The KMP of the Company during or since the end of the financial year were as follows:
Current Directors
Mr Darren John Cooper
Mr Gerard John Dyson
Mrs Bilyana Smith
Previous Directors
Mr Stephen Paul Bodeker
Mr Andrew Mark Hagen
Position
Period of Employment (to present)
Non-Executive Chairman
Managing Director (Executive)
Non-Executive Director
Full Term
Full Term
Appointed 1 October 2019
Non-Executive Director
Non-Executive Director
Resigned 31 May 2020
Resigned 22 October 2019
The Spectur Board is committed to transparent disclosure of its remuneration strategy and this report details the Company’s
remuneration objectives, practices and outcomes for KMP, which includes all directors, for the period ended 30 June 2020.
B. Remuneration Governance
Spectur Board
Overall responsibility for ensuring Spectur’s remuneration strategy is aligned with Company performance and
shareholder interests and is equitable for participants.
Reviews, and as appropriate, approves recommendations from the Company’s Remuneration and Nomination
Committee (RNC).
Remuneration and Nomination Committee (RNC)
The RNC may use independent advisors to provide advice,
remuneration benchmarking data and market
trend
information. No external advisors provided advice or
remuneration recommendations for FY20, as defined under
section 300A of the Corporations Act.
Monitors, recommends and reports to the Board on:
The remuneration policies and framework;
➢
➢ Non-executive Director remuneration within the fee
pool approved by shareholders;
➢ Remuneration for the Managing Director, and equity-
based compensation for the leadership team and
other key management personnel as recommended
by the Managing Director;
➢ Managing Director incentive arrangements;
➢ Board remuneration including terms and conditions of
➢
appointment and retirement;
Induction of new non-executive directors and
evaluation of board performance.
The board retains discretion to adjust STI outcomes.
All variable remuneration is subject to Board approval prior to grant / payment.
Managing Risk
The members of the RNC currently are:
▪ Chairman – Darren Cooper
▪ Member – Bilyana Smith
▪ Secretary – Suzie Foreman
Mr Steve Bodeker resigned from the Board and as a member of the Remuneration and Nomination Committee.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 13 of 67
Remuneration Report (Audited)
C. Remuneration Policy Framework
The key objective of Spectur’s remuneration policy is to be a key enabler for the Company in achieving its strategic goal of
continuing to build a successful remote solar-powered sensing and cloud-based technology solutions company. The
remuneration framework is designed to attract and retain high caliber talent by rewarding them for achievement of goals
designed to deliver shareholder value.
Remuneration Policy
The Company’s remuneration framework has been designed to reward executives and employees fairly and responsibly
in accordance with the market in which the Company operates. Remuneration is performance driven, market completive,
and aligns with shareholder interests.
Performance Driven
Market Competitive
Aligns with Shareholders
Remuneration Strategy
Sets demanding levels of expected
performance that have a clear linkage
to an executive’s remuneration.
Rewards are based upon achievement
of targets aligned to the Company’s
business plans and longer-term
strategy.
Benchmarks
remuneration against
appropriate comparator peer groups
to make the Company competitive in
the human resources market, through
an offering of both short and long-term
incentives and competitive base
salaries.
Variable components (short and long
term) are driven by challenging
targets
focused on external and
internal measures of financial and
non- financial performance.
A proportion of
remuneration is “at risk.”
the executive’s
Provides competitive rewards that
attract, retain and motivate executives
and employees of the highest calibre,
who
deliver,
particularly as the Company moves
through a rapid growth phase.
successfully
can
Provides a
level of remuneration
structure to reflect each executive’s
respective duties and responsibilities.
Aligns executive incentive rewards
with
for
the creation of value
shareholders through an emphasis on
variable remuneration. Incentive plans
and performance measures are
aligned with the company’s success.
in
term
Equity participation
to
incentive plan
executives and the leadership team of
Spectur.
(LTIP) applies
long
D. Remuneration Structure
The proportion of fixed remuneration and variable remuneration is established for the Managing Director by the RNC with
reference to market comparator data and the scope of the Managing Director’s role, and is approved by the Board in
accordance with the Remuneration Policy and the provisions of the Short Term Incentive (STI) and Long Term Incentive
(LTI) Plans. These elements are both described in detail below. Non-executive Directors are excluded from participation.
Fixed Remuneration
Variable Remuneration
Fixed remuneration is made up of
base salary, superannuation.
Variable component of executive target remuneration mix allows a greater
share of remuneration at risk and subject to performance.
Fixed remuneration is targeted at the
remuneration paid to executives of
relevant comparable peer group of
ASX companies taking into account
the executive’s role, responsibility,
skills and previous experience.
STI (at risk)
LTI (at Risk)
➢ Cash based payment based upon
percentage of base salary.
LTI plan in the form of performance
rights.
➢ STI hurdles based upon the
achievement of certain stretched
specified KPI’s during the financial
year over which the executive
would be able to exert sufficient
control to achieve a demonstrated
strategic outcome in his role.
➢ The targets can consist of KPI’s
covering both financial and non-
financial measures of performance
and may be based on company,
individual, business and personal
objectives.
➢ Grants made annually with vesting
after three financial years.
➢ Performance hurdles reviewed
annually by the Board to align with
the Company’s strategic plan.
-
-
The hurdles applied to
reflect stretched
achievement against the
Company’s long-term
strategic goals.
Shareholder Return tested
at the end of 3-year period.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 14 of 67
Remuneration Report (Audited)
E. Executive remuneration framework and overview of incentive plans
Variable Remuneration – Short Term Incentive Plan
Short Term Incentive Plan (STIP)
Aspect
Purpose
Plan, Offers and Comments
This element of remuneration aims to provide an incentive for executives to deliver on or
outperform annual business plans that will lead to sustainable and superior returns for
shareholders.
Measurement period
The Company’s financial year (testing performed at six-monthly intervals).
Award opportunities
FY20
The Managing Director was offered a target based STIP equivalent of up to 35% of the base
package for target performance, with a maximum/stretch opportunity of up to 50% of the
base package for achievement of the high case target.
FY21
The Managing Director was offered a target based STIP equivalent of up to 35% of the base
package for target performance, with a maximum/stretch opportunity of up to 50% of the
base package for achievement of the high case target.
Key Performance
indicators, weightings
and performance goals
The operational targets consist of several KPI’s covering both financial and non-financial
measures of performance and may be based on company, individual, business and
personal objectives.
FY20
➢ H1 targets and weightings set to
- financial performance - EBITDA (75%); and
-
product development (25%).
➢ H2 targets set to:
-
-
financial performance – revenue (50%) EBITDA (30%) and
product commercialisation (20%).
FY21
➢ H1 and H2 targets and weightings set to
- financial performance - Revenue (75%); and EBITDA (25%).
Award determination and
payment
Calculations are performed following the end of the measurement period and the audit of
Company accounts. The Board retains discretion to modify outcomes to ensure that the
STIP does not produce outcomes that shareholders would be likely to consider
inappropriate.
FY20
100% of awards are made in cash with PAYG tax deducted. Note that the H1 award was
made and the H2 award was cancelled in full in response to cost control activities instigated
to respond to COVID-19.
FY21
As at the date of writing this Report, FY21 invitations had not been determined due to prior
economic uncertainties and capital availability for application. These will be finalised
imminently.
All entitlements in relation to the measurement period are forfeited.
Cessation of employment
during measurement
period
Plan gate and discretion With Safety performance as a “deleterious multiplier” which may be modified at the
discretion of the board.
An overall performance rating for the Company is approved by the Remuneration
Committee, with assessment of performance against KPIs conducted following the
finalisation of the half and full year audited results. The individual performance of the
Executive Director is also rated and considered when determining the amount, if any, of the
STI component to be paid, and this is performed at six-monthly intervals. The Board’s has
discretion over payments to suit the circumstances of the event(s).
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 15 of 67
Remuneration Report (Audited)
Variable Remuneration – Long Term Incentive Plan
Performance rights were granted to executives with hurdles that apply as follows:
(1) 75% of the LTIP grant is subject to an Earnings Per Share (EPS) hurdle; and
(2) 25% of the LTIP grant is subject to a Total Shareholder Return (TSR) hurdle.
The use of two performance hurdles is consistent with market practice. The hurdles motivate executives with a clear line
of sight to the outcome through the combination of an internal EPS and external TSR measure. When expectations are
met, and all other things being equal, the LTIP is intended to vest and deliver the appropriate level of remuneration and
market positioning.
In total, the Company granted 1,607,919 performance rights to the Managing Director for FY20 which was approved by
shareholders at the 2020 Annual General Meeting.
The structure and details of LTIP Performance Rights issued to executives in FY20 and proposed for FY21 under the plan
are summarised in the following table:
Long Term Equity Incentive Plan (LTIP)
Aspect
Purpose
Participation
Plan, Offers and Comments
The LTIP’s purpose is to align executive interests with those of shareholders by linking
reward to sustainable value creation for shareholders and to assist in the attraction and
retention of a stable focused Managing Director and leadership team.
Grants are made to those Executives and key employees that are able to influence the
generation of shareholders’ wealth and thus have a direct impact on the Company’s
performance against the relevant long-term performance hurdle. NEDs are not eligible to
participate in the LTIP.
Nature
Each LTIP Performance Right entitles the participant to one share in the Company upon
vesting.
Grant Frequency
Annual grant and ad-hoc on commencement of employment and future potential grants.
Delivery
Value / Number
Key Performance
indicators, weightings
and performance goals
LTI’s are delivered under the Company’s Employee Incentive Plan (EIP). The EIP enables
the Company to offer Executive Directors and key employees (Eligible Participants) a range
of different employee incentive scheme (ESS) interests with the aim of attracting, motivating
and retaining key management. These ESS interests or awards include options,
performance rights, service rights, deferred shares, exempt shares, cash rights and stock
appreciation rights.
Awards under the LTI plan are made in the form of Performance Rights which provide, when
vested, one share at nil cost (provided the specified performance hurdle is met). No
dividends are paid on unvested LTI awards. A new share will be issued for each vested
Performance Right. The number of Performance Rights allocated for each Eligible
Participant is calculated by reference to their maximum LTI opportunity value.
Allocations are made based on a face value approach using the Volume Weighted Average
Price of Spectur’s shares over the first five trading days of the financial year. This fixes the
maximum number of shares / rights and the actual number will vest in accordance with the
performance conditions which are set.
The hurdles and relative weightings applying to LTI grants issued in the respective
periods are as follows:
FY20
➢ 75% EPS in FY2022 (tested at the end of the 3-year period).
➢ 25% Share price growth over a 3-year period (Total Shareholder Return) tested at
the end of FY2022
FY21
➢ 75% EPS in FY2023 (tested at the end of the 3-year period).
➢ 25% Share price growth over a 3-year period - TSR tested at the end of FY23
Cessation of employment
during measurement
period
If cessation of employment occurs, the following treatment will apply in respect of unvested
rights:
•
If the participant ceases employment with Spectur on resignation or on termination
for cause, unvested Performance Rights will normally be forfeited.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 16 of 67
Remuneration Report (Audited)
•
If the participant ceases employment in other circumstances (for example, due to
illness, total or permanent disablement, retirement, redundancy, end of contract
or other circumstances determined by the Board), unvested rights will stay ‘on
foot’ and may vest at the end of the original performance period to the extent
performance conditions are met.
The Board may determine in its discretion that the number of rights available to vest will be
reduced pro-rata for time at the date employment ceases.
The Board will retain discretion to allow for accelerated vesting (pro-rated for performance
and/or time) in special circumstances (as opposed to allowing unvested rights to remain ‘on
foot’ on cessation of employment).
Change of Control
Unless the Board determines otherwise, a pro-rata number of the participant’s unvested
rights will vest based on the proportion of the performance period that has passed at the
time of the change of control.
Plan gate and discretion
Safety performance as a “deleterious multiplier” which may be modified at the Board’s
discretion to suit the circumstances of the event(s).
F. Performance and remuneration outcomes for FY20
Remuneration Consultants
The Remuneration and Nomination Committee may use independent Remuneration Consultants to provide advice but
elected not to do so for FY20.
Remuneration Policy v’s Financial Performance
The Company does not currently have a policy with respect to the payment of dividends and returns of capital however this
will be reviewed on an annual basis.
FY20 short term remuneration incentives were linked to financial performance via Revenue and EBITDA measurement and
product development initiatives. Longer term incentives are linked to EPS and TSR targets.
The earnings of the Company for the previous five financial years are summarised below:
2020
$
2019
$
2018
$
2017
$
2016
$
Revenue
4,801,655
4,818,130
2,476,501
1,332,681
935,320
EBITDA loss
(1,452,264)
(2,586,997)
(3,764,137)
(607,237)
(202,415)
Adjusted EBITDA loss1
Earnings / (Loss) Per
Share (cents per share)
(1,474,251)
(2,282,948)
(2,471,633)
(578,737)
(202,415)
(2.25)
(4.82)
(7.61)
Product Development
STA6
Shark Warning,
mobile systems
HD5
Thermal camera
(3.31)
Cloud
Management
platform
(0.60)
HD4
Managing Director Gerard Dyson was awarded the maximum opportunity cash bonus of $65,500 based upon the
achievement of short term KPI’s for H1FY20 for achievement of stretched EBITDA and product development milestones.
This was paid in February 2020.
Due to impacts of COVID-19 and operational rationalisations across all cost centres including human resources, the Board
and management agreed to forgo any remaining STI bonuses for FY20.
1 Adjusted EBITDA is adjusted for share-based compensation, one off income / expenses (including COVID-19 relief),
impairments, write downs, one off gains / losses and non-cash expenses.
G. Non-Executive Director Remuneration During the Reporting Period
Remuneration Policy
In accordance with best practice corporate governance, the structure of Non-Executive Director (NED) and executive
remuneration is separate and distinct.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 17 of 67
Remuneration Report (Audited)
The overall level of annual NED fees was approved by shareholders in accordance with the requirements of the Company’s
Constitution and the Corporations Act. The maximum aggregate pool of Directors’ fees payable to all of the Company’s
NEDs is $250,000 per annum. This aggregate amount was approved by shareholders at the 2017 Annual General Meeting.
Equity Compensation
In accordance with Australian practice and shareholder preference, the Company’s current policy is not to grant any equity-
based compensation to NEDs. Accordingly, no equity incentives were offered to NEDs in the reporting period to 30 June
2020. Shares were issued to Darren Cooper during the year in lieu of his cash remuneration for the first six months following
his appointment in October 2018, as approved by shareholders at Spectur’s 2019 Annual General Meeting.
In the interests of preserving cashflow in Q4FY20, Board Chair Darren Cooper and NED Bilyana Smith agreed to take their
COVID reduced Board fees in Spectur shares. Subject to any shareholder approvals required, these will be issued at the
30-day volume weighted average share price calculated on the last trading day of each of the three months.
Remuneration Structure
NEDs receive a fixed remuneration of base fees, presently set at $40,000 per annum plus statutory superannuation. These
fees cover main the board activities and membership of any relevant committees. In addition to these fees, NEDs are entitled
to reimbursement of reasonable travel, accommodation and other expenses incurred in attending meetings of the Board,
committee or shareholder meetings whilst engaged by Spectur. NEDs do not earn retirement benefits other than
superannuation and are not entitled to any compensation on termination of their directorships.
The annual Board fees were reviewed during the reporting period to 30 June 2020 and NED fees were increased from
$35,000 to $40,000 from 1 October 2019 based upon a peer review. The Chair elected to forego a review of remuneration.
In response to the view of market conditions in Q4FY20, and in addition to cost reduction measures implemented, all Board
fees were reduced by 20% from 27 April 2020, until further notice and pending review of market conditions and Company
performance.
The current Board fee structure which includes committee fees for NEDs is as per the table below:
NED Fees– to 26 April 2020
Member
Chair
$40,000
$75,000
NED Fees – from 27 April 2020
Chair
$60,000
Member
$32,000
NEDs remuneration is not linked to the performance of the Company; however, to align directors’ interests with shareholder
interests, the directors may hold shares in the Company as governed by the Company’s Securities Trading Policy.
H.
Director and Executive Service Agreements and Remuneration
As of the date of this report, remuneration and other terms of employment of Directors and Other Key Management
Personnel are formalised in employment contracts and service agreements. The major provisions of the agreements related
to remuneration are set out below.
Base Salary/Fee per annum
Terms of Agreement
Notice Period
Executive Directors (i)
$260,000 per annum for year 1,
$280,000 per annum for year 2,
$300,000 per annum for year 3.
And STI and LTI component
included and detailed above.
Gerard Dyson
Non-Executive Directors (i)
Darren Cooper
$75,000
Bilyana Smith
$40,000
Executive Service
Agreement -
Commencement date –
1 July 2019 for period of 2
years
3 months in writing by either
party.
The parties mutually agreed to
amend the contract from a fixed
term to a rolling contract with a
3-month notice period.
Non-Executive Director
contract
Commencement date – 5
October 2018
Non-Executive Director
contract
Commencement date –1
October 2019
Upon written advice of intention
or in accordance with the
Constitution of the Company or
the Corporations Act 2001
Upon written advice of intention
or in accordance with the
Constitution of the Company or
the Corporations Act 2001
(i)
Board fees including the MD’s remuneration were reduced by 20% from 27 April 2020, until further notice.
Any contracted salary increases have been placed on hold pending review of market conditions.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 18 of 67
Remuneration Report (Audited)
H.
Director and Executive Service Agreements and Remuneration (continued)
Details of the nature and amount of each element of the emoluments received by or payable to each of the Key Management
Personnel (KMP) of Spectur Limited for the financial years specified are as follows:
2020
Directors
Darren Cooper (i)
Bilyana Smith (ii)
Stephen Bodeker (iv)
Andrew Hagen (v)
Key Management Personnel
Gerard Dyson
Total
Short-term benefits
Salary &
fees
$
Bonus
Payments
$
Super-
annuation
$
Share-based
payments(iii)
$
72,333
28,578
38,781
11,667
-
-
-
-
6,871
2,715
-
1,108
-
-
-
-
Total
$
79,205
31,293
38,781
12,775
252,000
403,359
65,500
65,500
23,940
34,634
7,812
7,812
349,252
511,306
Percentage
performance
related
%
-
-
-
-
21%
Notes:
(i)
Darren Cooper has elected to receive the equivalent of $16,083 of his fees in fully paid ordinary shares, in lieu of the cash
component. The equity consideration is subject to shareholder approval. In addition, $8,769 was reimbursed for travel and
expenses outside of directors’ fees.
(ii) Appointed 1 October 2019. Bilyana Smith has elected to receive the equivalent of $8,578 of her fees in fully paid ordinary shares,
in lieu of the cash component. The equity consideration is subject to shareholder approval. In addition, $6,348 was reimbursed for
travel and expenses outside of directors fees.
(iii) The share-based payments related to the value of Long Terms Incentive Performance Rights which were issued to Gerard Dyson
following shareholder approval at the 2019 AGM. In accordance with AASB 2, the performance rights issued to the Managing
Director have been valued based on factors such as the underlying share price, the expected vesting date and vesting probability
in achieving the specified vesting hurdles at the reporting date.
It should be noted that Dr Dyson has not received this amount and the performance rights may have no actual financial value unless
the required performance hurdles are achieved. Stock may also be issued to the recipient at a share issue price lower or higher
than valued and recognised in the financial report.
(iv) Resigned 31 May 2020.
(v) Mr Hagen retired by rotation at the Company’s AGM on 22 October 2019.
2019
Directors
Darren Cooper (i)
Richard Wilkins (ii)
Peter Holton (iii)
Stephen Bodeker
Andrew Hagen (vi)
Key Management Personnel
Gerard Dyson (v)
Total
Short-term benefits
Salary &
fees
$
Bonus
Payments
$
Super-
annuation
$
Share-based
payments(iv)
$
Percentage
performance
related
%
Total
$
18,750
59,134
245,000
38,325
92,771
50,000
503,980
-
-
36,000
-
-
27,083
63,083
5,267
5,345
23,275
-
3,325
4,750
41,962
36,690
55,553
55,553
-
-
60,707
120,032
359,828
38,325
96,096
-
147,796
81,833
756,821
-
46.3%
25.4%
-
-
33.1%
-
Notes:
(i)
(ii)
Darren Cooper received the equivalent of $36,690 of his salary in fully paid ordinary shares, in lieu of the cash component.
Resigned 5 October 2018. Mr Wilkins was also paid $115,100 plus statutory superannuation of $8,886 for the 6-month period
following his resignation, for his services performed as an employee during the transition.
(iii) Salary and fees include $15,000 for a vehicle allowance paid to Peter Holton (resigned on 30 June 2019).
(iv) The share-based payments related to the value of performance rights which were issued to Richard Wilkins and Peter Holton as
part of the IPO process. In accordance with AASB 2, the performance rights issued to the Executives have been valued based on
factors such as the underlying share price, the expected vesting date and vesting probability in achieving the specified reve nue
hurdles at the reporting date.
(v) Appointed 5 April 2019 as an executive.
(vi) Mr Hagen was paid $35,000 for director fees and $57,771 to Breakwater (WA) Pty Ltd for business development activities during
2019.
(vii) G Dyson bonus payment resulting from achievement of H1 FY20 STI stretched target KPI’s. Refer Section F for further information.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 19 of 67
Remuneration Report (Audited)
I.
Additional statutory disclosures
Key Management Personnel equity holdings
Fully paid ordinary shares
Balance at
beginning of
year / on
appointment
Number
Granted in lieu
of cash
compensation
Number
Received on
exercise of
PRs
Number
Purchased
during year
Number
Balance at
resignation
Number
Balance held
at year end
Number
355,602
-
113,424
25,000
192,307
-
-
-
-
-
-
-
-
1,144,398
200,000
250,000
-
-
-
363,424
25,000
1,500,000
200,000
-
-
865,993
-
1,058,300
30 June 2020
Directors
Darren Cooper1
Bilyana Smith2
Stephen Bodeker3
Andrew Hagen4
Executives
Gerard Dyson5
1 750,000 Shares acquired on/off market. 394,398 Shares issued pursuant to placement subscription, issued 21 August 2019.
2 Appointed 1 October 2019.
3 Shares acquired via off market transfer– 24 March 2020. Resigned 31 May 2020.
4 Resigned 29 October 2019.
5 558,300 Shares acquired on market. 307,693 Shares issued pursuant to placement subscription, issued 21 August 2019.
Balance at
beginning of
year / on
appointment
Number
150,000
2,249,557
1,711,944
36,501
25,000
Granted in lieu
of cash
compensation
Number
Received on
exercise of
PRs3
Number
Purchased
during year
Number
Balance at
end of year
/ on
resignation
Number
Balance held
nominally
Number
155,602
-
-
-
-
-
3,333,333
3,333,333
-
-
50,000
-
76,923
-
355,602
5,582,890
5,045,277
113,424
25,000
355,602
5,006,389
5,045,277
113,424
25,000
-
-
-
192,307
192,307
192,307
30 June 2019
Directors
Darren Cooper1
Richard Wilkins2
Peter Holton6
Stephen Bodeker4
Andrew Hagen
Executives
Gerard Dyson5
1 Appointed 5 October 2018.
2 Resigned 5 October 2018. 576,501 fully paid ordinary shares were held by Mr Wilkins de-facto spouse Judith van Ross.
3 Exercise of Tranche 1 Performance Rights, which vested during the financial year.
4 Shares acquired on market.
5 Appointed 5 April 2019. Shares acquired on market.
6 Resigned 30 June 2019
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 20 of 67
Remuneration Report (Audited)
Key Management Personnel equity holdings (Continued)
Share options
Share options granted to KMP
During the financial year there were no options granted to KMP’s of the Company and the entities they controlled as part of
their remuneration.
Balance at
beginning of
year/ on
appointment
Number
150,000
252,875
500,000
-
Balance at
beginning of
year/ on
appointment
Number
150,000
2,007,639
2,017,361
252,875
500,000
-
Granted as
compensation
Number
Exercised
Net change
other
Number
Number
Balance at end
of year / on
resignation
Number
-
-
-
-
-
-
-
-
-
-
-
-
150,000
252,875
500,000
-
Granted as
compensation
Number
Exercised
Net change
other
Number
Number
Balance at end
of year / on
resignation
Number
-
-
-
-
-
-
-
-
-
-
150,000
2,007,639
2,017,361
252,875
500,000
-
-
-
-
-
-
30 June 2020
Directors
Darren Cooper
Bilyana Smith1
Stephen Bodeker2
Andrew Hagen3
Executives
Gerard Dyson
1 Appointed 1 October 2019.
2 Resigned 31 May 2020
3 Resigned 29 October 2019.
30 June 2019
Directors
Darren Cooper1
Richard Wilkins2
Peter Holton
Stephen Bodeker
Andrew Hagen
Executives
Gerard Dyson3
1 Appointed 5 October 2018.
2 Resigned 5 October 2018
3 Appointed 5 April 2019.
Performance Rights
During the year Performance Rights were granted to G Dyson as part of the Company’s LTI plan.
30 June 2020
Directors
Gerard Dyson
Balance at
beginning of
year
Issued during
the year
Cancelled /
forfeited
during the
year
Balance at end
of year
Number
Number
Number
Number
Vested and
Exercisable
Number
-
1,607,919
-
1,607,919
-
For details of the employee share option plan and of Performance Rights granted during FY20, please refer to Notes 9 and
24. All share options issued to KMP were made in accordance with the provisions of the Spectur EIP.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 21 of 67
Remuneration Report (Audited)
Key Management Personnel equity holdings (Continued)
Performance Rights
30 June 2019
Directors
Richard Wilkins1
Peter Holton2
Balance at
beginning of
year
Converted
during the
year
Cancelled /
forfeited
during the
year2
Number
Number
Number
Balance at end
of year / upon
resignation
Number
Vested and
Exercisable3
Number
10,000,000
10,000,000
(3,333,333)
(3,333,333)
(3,333,334)
(3,333,334)
3,333,333
3,333,333
3,333,333
3,333,333
1 Resigned 5 October 2018.
2 Tranche 3 performance rights cancelled for each director during the year. Resigned 30 June 2019.
3 Tranche 2 Performance Rights vested for FY19.
Comments on Remuneration Report at Spectur’s most recent AGM
The Company received a 98.9% of “yes” votes on its remuneration report for the 2019 financial year. The Company did not
receive any specific feedback from shareholders at the 2019 Annual General Meeting on its remuneration practices.
Signed in accordance with a resolution of the directors.
Mr Darren John Cooper
Director
Dated this 31 August 2020
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 22 of 67
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Spectur Limited for the year ended 30 June
2020, I declare that to the best of my knowledge and belief, there have been no contraventions
of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
31 August 2020
L Di Giallonardo
Partner
Page 23 of 67
Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2020
Notes
30 June 2020
30 June 2019
$
$
Continuing Operations
Revenue
Cost of sales
Gross profit
Interest income
COVID 19 relief
(Loss) / profit on disposal of property, plant and equipment
Depreciation and amortisation
Employee benefits
Finance charges
General and administrative expenses
Impairment of intangible assets
Inventories written off
Marketing and advertising
Property expenses – lease payments for short term leases
Research and development expenses
Restructuring costs
Share-based payment expense
Loss before income tax benefit
Income tax benefit
Loss for the year
Other comprehensive loss for the year
Total comprehensive loss for the year
5
6
15
24
7
4,801,655
(1,727,751)
3,073,904
14,626
333,428
(45,931)
(392,773)
(3,015,247)
(23,413)
(925,479)
(74,006)
(173,471)
(235,318)
(225,991)
(146,120)
-
(18,033)
(1,853,824)
231,126
(1,622,698)
-
4,818,130
(1,982,549)
2,835,581
21,109
-
2,530
(332,811)
(2,999,754)
(11,538)
(1,298,756)
-
-
(353,043)
(257,072)
(209,904)
(535,716)
229,137
(2,910,237)
302,070
(2,608,167)
-
(1,622,698)
(2,608,167)
Loss attributable to members of the Company
(1,622,698)
(2,608,167)
Basic and diluted loss per share (cents per share)
10
(2.25)
(4.82)
The accompanying notes form part of these financial statements.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 24 of 67
Statement of Financial Position
At 30 June 2020
Notes
30 June 2020
30 June 2019
$
$
Assets
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Total Current Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Right-of-use assets
Total Non-Current Assets
Total Assets
Liabilities
Current Liabilities
Trade and other payables
Borrowings
Lease liabilities
Provisions
Total Current Liabilities
Non-Current Liabilities
Borrowings
Lease liabilities
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Net Equity
11
12
13
14
15
16
17
18
19
20
18
19
20
8
9
1,632,513
743,481
493,430
2,869,424
621,848
309,773
278,030
1,209,651
4,079,075
869,266
32,975
100,534
239,967
1,242,742
60,513
180,537
60,117
301,167
1,543,909
2,535,166
1,303,261
1,226,843
936,696
3,466,800
645,268
597,310
-
1,242.578
4,709,378
1,494,726
101,570
-
271,265
1,867,561
107,377
-
60,117
167,494
2,035,055
2,674,323
11,084,845
504,479
(9,054,158)
2,535,166
8,997,115
1,108,668
(7,431,460)
2,674,323
The accompanying notes form part of these financial statements.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 25 of 67
Statement of Changes in Equity
For the Year Ended 30 June 2020
Balance at 1 July 2019
Loss after income tax for the year
Total Comprehensive loss for the year
Shares issued during the year
Share issue costs
Issued
Capital
$
8,997,115
-
-
1,590,000
(202,270)
Reserves Accumulated
Losses
$
1,108,668
$
(7,431,460)
Total Equity
$
2,674,323
-
-
-
-
(1,622,698)
(1,622,698)
(1,622,698)
(1,622,698)
-
-
-
-
-
-
1,590,000
(202,270)
-
-
107,541
(11,730)
Performance rights converted during the year
700,000
(700,000)
Performance rights forfeited during the year
Options issued during the year
Value of Performance Rights brought to
account during the year
-
-
-
-
107,541
(11,730)
Balance as at 30 June 2020
11,084,845
504,479
(9,054,158)
2,535,166
Issued
Capital
$
Reserves Accumulated
Losses
Total Equity
$
$
$
Balance at 1 July 2018
8,220,651
1,717,498
(4,823,293)
5,114,856
Loss after income tax for the year
Total Comprehensive loss for the year
Shares issued during the year (net of costs)
Share issue costs
Performance rights converted during the year
Performance rights forfeited during the year
Options issued during the year
Value of Performance Rights brought to
account during the year
-
-
52,690
(27,892)
751,666
-
-
-
-
-
-
-
(751,666)
(250,769)
15,083
378,522
(2,608,167)
(2,608,167)
(2,608,167)
(2,608,167)
-
-
-
-
-
-
52,690
(27,892)
-
(250,769)
15,083
378,522
Balance as at 30 June 2019
8,997,115
1,108,668
(7,431,460)
2,674,323
The accompanying notes form part of these financial statements.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 26 of 67
Net cash used in operating activities
11.1
(451,189)
Statement of Cash Flows
For the Year Ended 30 June 2020
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Restructuring costs
Interest received
Interest paid
Finance and related charges
COVID 19 relief
R & D tax incentives received
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Payments for intangible assets
Purchase of property, plant and equipment
Net cash used in investing activities
Cash flow from financing activities
Proceeds from issue and subscription of shares
Funds received for shares to be allotted
Payments for share issue costs
Repayment of lease liabilities
Proceeds from borrowings
Repayment of borrowings
Net cash from financing activities
Net increase / (decrease) in cash and cash
equivalents held
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the year
Notes
30 June 2020
30 June 2019
$
$
5,128,663
(6,098,773)
-
15,057
(15,793)
(7,620)
195,744
331,533
-
(47,162)
(288,331)
(335,493)
1,407,399
-
(124,491)
(98,677)
-
(68,297)
1,115,934
4,388,331
(6,764,027)
(191,635)
23,578
(1,315)
(10,223)
-
464,104
(2,091,187)
32,900
(33,333)
(275,207)
(275,640)
16,000
182,601
-
-
66,713
(82,296)
183,018
329,252
(2,183,809)
1,303,261
1,632,513
3,487,070
1,303,261
The accompanying notes form part of these financial statements.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 27 of 67
Note 1: Basis of Preparation
These financial statements are general purpose financial statements, which have been prepared in accordance with the
requirements of the Corporations Act 2001, Accounting Standards and Interpretations and comply with other requirements
of the law.
For the purposes of preparing the financial statements, the Company is a for-profit entity.
The accounting policies detailed below have been consistently applied to all the years presented unless otherwise stated.
The financial statements for Spectur Limited (Spectur) or (Company). Spectur Limited does not have any subsidiaries.
The financial statements have been prepared on a historical cost basis. Historical cost is based on the fair values of the
consideration given in exchange for goods and services.
The financial statements are presented in Australian dollars.
Spectur is listed on the Australian Securities Exchange (ASX), is a public company, incorporated and operating in Australia.
The entity’s principal activities are detailed in the Directors’ Report.
(a)
Statement of compliance
The financial report was authorised for issue on 31 August 2020.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International
Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial
statements and notes thereto, complies with International Financial Reporting Standards (IFRS).
(b)
Adoption of New and Revised Standards
Standards and Interpretations applicable to 30 June 2020
In the year ended 30 June 2020, the Directors have reviewed all of the new and revised Standards and Interpretations
issued by the AASB that are relevant to the Company and effective for the current annual reporting period. The impact of
these new standards on the Company are detailed below.
AASB 16 Leases
Change in accounting policy
AASB 16 Leases supersedes AASB 117 Leases. The Company has adopted AASB 16 from 1 July 2019 which has resulted
in changes in the classification, measurement and recognition of leases. The changes result in almost all leases where the
Company is the lessee being recognised on the Statement of Financial Position and removes the former distinction
between ‘operating and ‘finance’ leases. The new standard requires recognition of a right-of-use asset (the leased item)
and a financial liability (to pay rentals). The exceptions are short-term leases and leases of low value assets.
The Company has adopted AASB 16 using the modified retrospective approach under which the reclassifications and the
adjustments arising from the new leasing rules are recognised in the opening Statement of Financial Position on 1 July
2019. Under this approach, there is no initial impact on retained earnings, and comparatives have not been restated.
The Company leases various premises. Prior to 1 July 2019, leases were classified as operating leases. Payments made
under operating leases were charged to profit or loss on a straight-line basis over the period of the lease.
From 1 July 2019, where the Company is a lessee, the Company recognises a right-of-use asset and a corresponding
liability at the date which the lease asset is available for use by the Company (i.e. commencement date). Each lease
payment is allocated between the liability and the finance cost. The finance cost is charged to profit or loss over the lease
period so as to produce a consistent period rate of interest on the remaining balance of the liability for each period.
The lease liability is initially measured at the present value of the lease payments that are not paid at commencement date,
discounted using the rate implied in the lease. If this rate is not readily determinable, the Company uses its incremental
borrowing rate.
Lease payments included in the initial measurement if the lease liability consist of:
•
•
Fixed lease payments less any lease incentives receivable.
Variable lease payments that depend on an index or rate, initially measured using the index or rate at
commencement date.
Any amounts expected to be payable by the Company under residual value guarantees.
The exercise price of purchase options, if the Company is reasonably certain to exercise the options; and
Termination penalties of the lease term reflects the exercise of an option to terminate the lease.
•
•
•
Extension options are included in a number of property leases across the Company. In determining the lease term,
management considers all facts and circumstances that create an economic incentive to exercise an extension option.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 28 of 67
Note 1: Basis of Preparation
Extension options are only included in the lease term if, at commencement date, it is reasonably certain that the options
will be exercised.
Subsequent to initial recognition, the lease liability is measured by increasing the carrying amount to reflect interest on the
lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments
made. The lease liability is remeasured (with a corresponding adjustment to the right-of-use asset) whenever there us a
change in the lease term (including assessments relating to extension and termination options), lease payments due to
changes in an index or rate, or expected payments under guaranteed residual values.
Right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before
commencement date, less any lease incentives received and any initial direct costs. These right-of-use assets are
subsequently measured at cost less accumulated depreciation and impairment losses.
Where the terms of a lease require the Company to restore the underlying asset, or the Company has an obligation to
dismantle and remove a leased asset, a provision is recognised and measured in accordance with AASB 137. To the extent
that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset.
Right-of-use assets are depreciated on a straight-line basis over the term of the lease (or the useful life of the leased asset
if this is shorter). Depreciation starts on commencement date of the lease.
Where leases have a term of less than 12 months or relate to low value assets, the Company has applied the optional
exemptions to not capitalise these leases and instead account for the lease expense on a straight-line basis over the lease
term.
Impact on adoption
On adoption of AASB 16, the Company recognised lease liabilities in relation to leases which had previously been classified
as operating leases under the principles of AASB 117. These liabilities were measured at the present value of the remaining
lease payments, discounted using the lessee's incremental borrowing rate as of 1 July 2019. The weighted average lessee's
incremental borrowing rate applied to lease liabilities on 1 July 2019 was 5.5%.
On initial application right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount
of any prepaid or accrued lease payments relating to that lease recognised ln the Statement of Financial Position as at 30
June 2019.
In the Statement of Cash Flows, the Company has recognised cash payments for the principal portion of the lease liability
within financing activities, cash payments for the interest portion of the lease liability as interest paid within operating
activities and short-term lease payments and payments for lease of low-value assets within operating activities.
The adoption of AASB 16 resulted in the recognition of right-of-use assets of $242,852 and lease liabilities of $242,852 in
respect of all operating leases at 1 July 2019, other than short-term leases and leases of low-value assets.
The net impact on accumulated losses on 1 July 2019 was $nil.
Standards and Interpretations in issue not yet adopted
The Directors have also reviewed all of the new and revised Standards and Interpretations in issue not yet adopted for the
year ended 30 June 2020. As a result of this review the Directors have determined that there is no material impact of the
Standards and Interpretations in issue not yet adopted on the Company and, therefore, no change is necessary to
Company accounting policies. The Company's assessment of the impact of these new or amended Accounting Standards
and Interpretations, most relevant to the Company, are set out below.
Conceptual Framework for Financial Reporting (Conceptual Framework)
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January 2020 and
early adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new
guidance on measurement that affects several Accounting Standards. Where the Company has relied on the existing
framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with
under the Australian Accounting Standards, the Company may need to review such policies under the revised framework.
At this time, the application of the Conceptual Framework is not expected to have a material impact on the Company's
financial statements.
(c)
Going Concern
The financial report has been prepared on the going concern basis, which contemplates continuity of normal business
activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 29 of 67
Note 1: Basis of Preparation
(d)
Foreign currency translation
The functional and presentation currency of Spectur Limited is Australian dollars.
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate
of exchange ruling at the balance date.
All exchange differences in the financial report are taken to profit or loss with the exception of differences on foreign
currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity
until the disposal of the net investment, at which time they are recognised in profit or loss.
Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rate as at the date of the initial transaction.
Non-monetary items 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.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 30 of 67
Note 2: Significant Accounting Policies
(a)
Revenue recognition
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Company, is expected to be
entitled in exchange for transferring goods or services to a customer.
For each contract with a customer, the Company:
•
•
•
•
•
identifies the contract with a customer.
identifies the performance obligations in the contract.
determines the transaction price which takes into account estimates of variable consideration and the time value
of money.
allocates the transaction price to the separate performance obligations based on the relative stand-alone selling
price of each distinct good or service to be delivered; and
recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to
the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts,
rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates
are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable
consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly
probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement
constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts
received that are subject to the constraining principle are recognised as a refund liability.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which
is generally at the time of delivery.
Rendering of service
Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed
price or an hourly rate.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
(b)
Other Income and Expenses
Dividends
Dividends are recognised as revenue when the right to receive payment is established. This applies even if they are paid
out of pre-acquisition profits. However, the investment may need to be tested for impairment as a consequence.
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company
and the amount of revenue can be reliably measured. Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial asset to that assets’ net carrying amount on initial recognition.
Borrowing costs
Borrowing costs are capitalised that are directly attributable to the acquisition, construction or production of qualifying
assets where the borrowing cost is added to the cost of those assets until such time as the assets are substantially ready
for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 31 of 67
Note 2: Significant Accounting Policies
(c)
Income Tax Expenses
The income tax expense or benefit 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 difference and to unused tax losses.
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company operates and generates 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.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted
or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
or when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint
ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:
• when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; or
• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary
difference will reverse in the foreseeable future and taxable profit will be available against which the temporary
difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be
utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it
has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted
at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same
taxation authority.
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which
case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable;
and
receivables and payables, which are stated with the amount of GST included.
•
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables
in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from
investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating
cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
authority.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 32 of 67
Note 2: Significant Accounting Policies
(d)
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Managing Director of Spectur Limited.
(e)
Cash and Cash Equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Bank overdrafts are shown within borrowings as current liabilities in the statement of financial position. For the purposes
of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of
outstanding bank overdrafts.
(f)
Trade and Other Receivables
Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using
the effective interest rate method, less any allowance for impairment. Trade receivables are generally due for settlement
within periods ranging from 30 days to 60 days.
Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by
reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Company
will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Company
in making this determination include known significant financial difficulties of the debtor, review of financial information and
significant delinquency in making contractual payments to the Company. The impairment allowance is set equal to the
difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted
at the original effective interest rate. Where receivables are short-term, discounting is not applied in determining the
allowance.
The amount of the impairment loss is recognised in the statement of profit or loss and other comprehensive income within
other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible
in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written
off are credited against other expenses in the statement of profit or loss and other comprehensive income.
(g)
Inventories
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition is accounted for as follows:
• Raw materials – purchase cost on a first-in, first-out basis; and
•
Finished goods and work-in-progress – cost of direct materials and labour and a proportion of manufacturing
overheads based on normal operating capacity but excluding borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion
and the estimated costs necessary to make the sale.
(h)
Property, plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost
includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred.
Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and
equipment as a replacement only if it is eligible for capitalisation.
Depreciation is calculated on diminishing value basis using the following rates:
Motor vehicle
Plant equipment
Office equipment
Camera equipment
25%
10% to 50%
10% to 50%
33.33%
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
financial year end.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 33 of 67
Note 2: Significant Accounting Policies
Property, plant and equipment (continued)
(h)
Impairment
The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amount
being estimated when events or changes in circumstances indicate that the carrying value may be impaired. The
recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. For an asset that does not
generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the
asset belongs, unless the asset's value in use can be estimated to approximate fair value. An impairment exists when the
carrying value of an asset or cash-generating unit exceeds its estimated recoverable amount.
The asset or cash-generating unit is then written down to its recoverable amount. For plant and equipment, impairment
losses are recognised in the statement of comprehensive income in the cost of sales line item. However, because land and
buildings are measured at revalued amounts, impairment losses on land and buildings are treated as a revaluation
decrement.
Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are
expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset
is derecognised.
(i)
Intangible assets
Intangible assets acquired separately
Intangible assets acquired separately are recorded at cost less accumulated amortisation and impairment. Amortisation is
charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method is
reviewed at the end of each annual reporting period, with any changes in these accounting estimates being accounted for
on a prospective basis.
Internally generated intangible assets – research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no internally
generated intangible asset can be recognised, development expenditure is recognised as an expense in the period as
incurred.
An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and
only if, all of the following have been demonstrated:
•
•
•
• How the intangible asset will generate probable future economic benefits;
•
The technical feasibility of completing the intangible asset so that it will be available for use or sale;
The intention to complete the intangible asset and use or sell it;
The ability to use or sell the intangible asset;
The availability of adequate technical, financial and other resources to complete development and to use or sell the
intangible asset; and
The ability to measure reliably the expenditure attributable to the intangible asset during its development.
•
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the
date when the intangible asset first meets the recognition criteria listed above. Subsequent to initial recognition, internally
generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on
the same basis as intangible assets acquired separately.
The following useful lives are used in the calculation of amortisation:
Patents
Trademarks
Other Intangibles
Product development
8 years following grant of patent
10 years following grant of trademark
3 years following acquisition
3 to 5 years following commercial use
Impairment of tangible and intangible assets other than Other Intangibles
The Company assesses at each balance date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s
recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and
is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets or group of assets and the asset's value in use cannot be estimated to be close to its fair value.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 34 of 67
Note 2: Significant Accounting Policies
(j)
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.
(k)
Trade and other payables
Trade and other payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided
to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to
make future payments in respect of the purchase of these goods and services. Trade and other payables are presented
as current liabilities unless payment is not due within 12 months.
Employee leave benefits
Wages, salaries, annual leave and long service leave
Liabilities accruing to employees in respect of wages and salaries, annual leave, long service leave and sick leave expected
to be settled within 12 months of the balance date are recognised in other payables in respect of employees’ services up
to the balance date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for
non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.
Liabilities accruing to employees in respect of wages and salaries, annual leave, long service leave and sick leave not
expected to be settled within 12 months of the balance date are recognised in non-current other payables in respect of
employees’ services up to the balance date. They are measured as the present value of the estimated future outflows to
be made by the Company
(l)
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received
consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the
Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the
payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under
the contract.
(m)
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.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 35 of 67
Note 2: Significant Accounting Policies
(n)
Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.
When the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the statement of profit or loss and other comprehensive income net of any
reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to settle the
present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase
in the provision due to the passage of time is recognised as an interest expense.
Onerous contracts
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is
considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under
the contract exceed the economic benefits expected to be received from the contract.
Warranties
Provisions for the expected cost of warranty obligations under local sale of goods legislation are recognised at the date of
sale of the relevant products, at the Directors’ best estimate of the expenditure required to settle the Company’s obligation.
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value
of expected future payments to be made in respect of services provided by employees up to the balance date.
Consideration is given to expected future wage and salary levels, experience of employee departures, and period of
service. Expected future payments are discounted using market yields at the balance date on national government bonds
with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.
(o)
Share-based payment transactions
Equity settled transactions
The Company provides benefits to employees (including senior executives) of the Company in the form of share-based
payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).
The Company has an Employee Incentive Plan (EIP) in place, which provides benefits to Directors, senior executives and
employees and is governed by the EIP Rules.
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by internal valuation using a binomial /
trinomial valuation model where appropriate.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to
the price of the shares of Company (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become
fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each balance date until vesting date reflects
(a)
(b)
the extent to which the vesting period has expired; and
(the Company’s best estimate of the number of equity instruments that will ultimately vest.
No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is
included in the determination of fair value at grant date. The statement of comprehensive income charge or credit for a
period represents the movement in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon
a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 36 of 67
Note 2: Significant Accounting Policies
Equity settled transactions (Continued)
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and
designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were
a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per
share.
Cash settled transactions:
The Company also provides benefits to employees in the form of cash-settled share-based payments, whereby employees
render services in exchange for cash, the amounts of which are determined by reference to movements in the price of the
shares of Company.
The cost of cash-settled transactions is measured initially at fair value at the grant date using the volume weighted average
traded share price for the equity granted taking into account the terms and conditions upon which the instruments were
granted. This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability
is remeasured to fair value at each balance date up to and including the settlement date with changes in fair value
recognised in profit or loss.
(p)
Issued capital
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. Incremental costs directly attributable to the issue of new
shares or options for the acquisition of a new business are not included in the cost of acquisition as part of the purchase
consideration.
(q)
Dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the Company.
(r)
Earnings per Share
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of
servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of
ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been
recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of
potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary
shares, adjusted for any bonus element.
•
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 37 of 67
Note 3: Significant Accounting Estimates and Judgements
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of
assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based
on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in
which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revi sion
affects both current and future periods.
(a) Revenue from contracts with customers involving sale of goods
When recognising revenue in relation to the sale of goods to customers, the key performance obligation of the Company
is considered to be the point of delivery of the goods to the customer, as this is deemed to be the time that the customer
obtains control of the promised goods and therefore the benefits of unimpeded access.
Inventories
(b)
Management estimates the net realisable values of inventories, taking into account the most reliable evidence available at
each reporting date. The future realisation of these inventories may be affected by future technology or other market-driven
changes that may reduce future selling prices.
(c) Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected
utility of the assets. Uncertainties in these estimates relate to technical obsolescence that may change the utility of certain
software and IT equipment.
Impairment
(d)
In assessing impairment, management estimates the recoverable amount of each asset or cash-generating unit based on
expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about
future operating results and the determination of a suitable discount rate.
(e) Share based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using a binomial or trinomial model where
appropriate.
The Company measures the cost of cash-settled share-based payments at fair value at the grant date using the volume
weighted average traded share price for the equity granted taking into account the terms and conditions upon which the
instruments were granted.
(f) Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable that
sufficient future tax profits will be available to utilise those temporary differences. Significant management judgement is
required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level
of future taxable profits.
(g) Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected
credit loss rate for each group. These assumptions include recent sales experience, historical collection rates, the impact
of the Coronavirus (COVID-19) pandemic and forward-looking information that is available. The allowance for expected
credit losses, as disclosed in note 12, is calculated based on the information available at the time of preparation. The actual
credit losses in future years may be higher or lower.
(h) Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement
is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the
underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods
to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease
commencement date. Factors considered may include the importance of the asset to the Company's operations;
comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 38 of 67
Note 3: Significant Accounting Estimates and Judgements
leasehold improvements; and the costs and disruption to replace the asset. The Company reassesses whether it is
reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or
significant change in circumstances.
Incremental borrowing rate
(i)
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to
discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such
a rate is based on what the Company estimates it would have to pay a third party to borrow the funds necessary to obtain
an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
Long service leave
(j)
The liability for long service leave expected to be settled more than 12 months from the reporting date are recognised and
measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting
date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and
inflation have been taken into account.
(k) Lease make good provision
A provision has been made for the present value of anticipated costs for future restoration of leased premises. The provision
includes future cost estimates associated with closure of the premises. The calculation of this provision requires
assumptions such as application of closure dates and cost estimates. The provision recognised for each site is periodically
reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs
for sites are recognised in the statement of financial position by adjusting the asset and the provision. Reductions in the
provision that exceed the carrying amount of the asset will be recognised in profit or loss.
(l) Warranty provision
In determining the level of provision required for warranties the Company has made judgements in respect of the expected
performance of the products, the number of customers who will actually claim under the warranty and how often, and the
costs of fulfilling the conditions of the warranty. The provision is based on estimates made from historical warranty data
associated with similar products and services.
(m) Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may
have, on the Company based on known information. This consideration extends to the nature of the products and services
offered, customers, supply chain, staffing and geographic regions in which the Company operates. Other than as addressed
in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any
significant uncertainties with respect to events or conditions which may impact the Company unfavourably as at the
reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 39 of 67
Other Notes to the Financial Statements
NOTE 4: SEGMENT REPORTING
The Company only operated in one segment, being design, development, manufacture and selling Remote Solar sensing,
thinking and acting platforms and associated products and services.
NOTE 5: REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of revenue
AASB 134 requires an entity to disclose a disaggregation of revenue from contracts with customers required by paragraphs
114-115 of AASB 15. The Company has selected to disaggregate revenue according to the timing of the transfer of goods
and/or services. As the Company elected the modified retrospective method of adoption, comparative information under
AASB 15 is not required as disclosures for the comparative period in the notes follow the requirements of AASB 111, AASB
118 and other related interpretations.
The Company derives its revenue from the sale of goods and the provision of services at a point in time and over time in
the following major categories.
At a point in time
Equipment sales
Field services
Over Time
Equipment rentals
Recurring revenue
30 June 2020
30 June 2019
$
$
1,502,734
593,304
2,096,038
1,501,293
1,204,324
2,705,617
2,271,506
539,334
2,810,840
1,241,593
765,697
2,007,290
Total revenue
4,801,655
4,818,130
The Company recognised an impairment loss on receivables from contracts with customers in the statement of profit and
loss or other comprehensive income, amounting to $32,709 for the year ended 30 June 2020 (2019: $15,439).
NOTE 6: FINANCE CHARGES
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
30 June 2020
30 June 2019
$
(7,620)
(15,793)
(23,413)
$
(11,538)
-
(11,538)
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 40 of 67
Other Notes to the Financial Statements
NOTE 7: INCOME TAX
(a) The components of income tax benefit comprise:
Research & Development tax incentive
(b) The prima facie tax benefit on loss from ordinary activities
before income tax is reconciled to the income tax as follows:
Prima facie tax benefit on loss from ordinary activities before income tax
at 27.5% (2019: 27.5%) from ordinary operations:
Effect of items that are not assessable/deductible in determining taxable
loss:
- Other non-allowable items
- Other non-assessable items
-
Revenue losses not recognised
- Other deferred tax balances not recognised
-
Research & Development tax incentive
30 June 2020
30 June 2019
$
$
(231,126)
(231,126)
(302,070)
(302,070)
(509,807)
(800,315)
153,115
(13,750)
400,906
(30,464)
(231,126)
492,804
-
499,486
(191,975)
(302,070)
Income tax benefit reported in the consolidated statement of profit
or loss and other comprehensive income from ordinary operations
(231,126)
(302,070)
(c) Recognised deferred tax liabilities at 25% (2019:27.5%) (Note1)
Intangible assets
Other
Recognised deferred tax assets at 25% (2019:27.5%) (Note 1)
Carry forward revenue losses
Net deferred tax
(d) Unrecognised deferred tax assets at 25% (2019:27.5%) (Note 1)
Carry forward revenue losses
Provisions and accruals
Capital raising costs
Other
89,523
718
90,241
90,241
-
1,118,225
135,217
67,686
3,493
1,324,621
176,116
4,454
180,570
180,570
-
829,145
133,546
106,591
3,316
1,072,598
The tax benefits of the above Deferred Tax Assets will only be obtained if:
(a) the company derives future assessable income of a nature and of an amount sufficient to enable the benefits to
be utilised;
(b) the company continues to comply with the conditions for deductibility imposed by law; and
(c) no changes in income tax legislation adversely affect the company in utilising the benefits.
Note 1 - the corporate tax rate for eligible companies will reduce from 27.5% to 25% by 30 June 2022 providing certain
turnover thresholds and other criteria are met. Deferred tax assets and liabilities are required to be measured at the tax
rate that is expected to apply in the future income year when the asset is realised, or the liability is settled. The Directors
have determined that the deferred tax balances be measured at the tax rates stated.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 41 of 67
Other Notes to the Financial Statements
NOTE 8: ISSUED CAPITAL
As at 30 June 2020, the Company had the following issued share capital:
30 June 2020
30 June 2019
Number
$
Number
$
Fully paid ordinary shares
75,633,065
11,084,845
56,402,293
8,997,115
Movement of issued share capital:
Balance at beginning of year
Placement at $0.13
Shares issued on exercise of performance
rights (i)
Issue of remuneration shares (ii)
Shares issued on exercise of options
Share issue costs
Balance at end of year
56,402,293
12,230,773
8,997,115
1,590,000
49,000,025
8,220,651
-
-
6,999,999
700,000
7,166,666
-
-
155,602
80,000
751,666
36,690
16,000
(202,270)
-
(27,892)
75,633,065
11,084,845
56,402,293
8,997,115
-
-
-
(i)
(ii)
Performance rights converted during the financial year.
Issued to Chairman Darren Cooper in lieu of cash salary earned during the prior year.
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a
meeting in person or proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
NOTE 9: RESERVES
Nature and purpose of reserves
Options Reserve
This reserve is used to record the value of options subscribed for or provided to employees and consultants. Refer to note
24 for further details of these plans.
Performance Rights Reserve
This reserve is used to record the value of performance rights provided to employees, Directors and consultants as part of
their remuneration. Refer to note 24 for further details of these plans
At 30 June 2020, the Company had the following reserve accounts:
30 June 2020
30 June 2019
Number
$
Number
$
Options
Performance rights
Balance at end of year
22,419,933
2,646,263
25,066,196
494,049
10,430
504,479
18,419,933
7,333,332
386,446
722,222
25,753,265
1,108,668
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 42 of 67
Other Notes to the Financial Statements
NOTE 9: RESERVES (continued)
OPTIONS RESERVE MOVEMENT
30 June 2020
30 June 2019
Number
$
Number
$
Movement of Company options:
Balance at beginning of year
Options issued to broker (i)
Value of all employee options brought to
account during the year
Options exercised
Balance at end of year
18,419,933
4,000,000
-
-
386,446
100,000
7,603
-
18,499,933
371,363
-
-
(80,000)
-
15,083
-
22,419,933
494,049
18,419,933
386,446
(i)
Issued to Pac Partners (or their nominees) on 23 August 2019, as part consideration for services performed by acting
as lead manager to the 2019 Placement. Approved by shareholders on 12 August 2019.
PERFORMANCE RIGHTS MOVEMENT
30 June 2020
30 June 2019
Number
$
Number
$
Movement of issued performance rights:
Balance at beginning of year
Brought to account during the year (i)
7,333,332
2,312,930
722,222
55,772
Performance rights converted to shares (ii)
(6,999,999)
(700,000)
Performance rights forfeited / written off (iii)
Balance at end of year
-
2,646,263
(67,564)
10,430
21,500,000
1,346,135
-
(7,166,666)
(7,000,002)
7,333,332
378,522
(751,666)
(250,769)
722,222
Issued to key employees under Spectur’s LTI plan. Refer Note 24.
(i)
(ii) Tranche 2 performance rights vesting for FY19 converted into fully paid ordinary shares.
(iii) Value of performance rights written back due to vesting conditions not anticipated being met.
NOTE 10: LOSS PER SHARE
Basic and diluted loss per share
Losses used in the calculation of basic loss per share is as follows:
Losses
30 June 2020
30 June 2019
Cents per share
Cents per share
(2.25)
(4.82)
30 June 2020
30 June 2019
$
$
(1,622,698)
(2,608,167)
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 43 of 67
Other Notes to the Financial Statements
NOTE 10: LOSS PER SHARE (continued)
Weighted average number of ordinary shares
The weighted average number of ordinary shares used in the calculation of basic and diluted loss per share is as follows:
Weighted average number of ordinary shares for the purpose of basic
loss per share
30 June 2020
30 June 2019
Number
Number
72,053,005
54,075,317
Share options and performance rights are not considered dilutive, as their impact would be to decrease the net loss per
share.
NOTE 11: CASH AND CASH EQUIVALENTS
Reconciliation to the Statement of Cash Flows:
For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand and at bank, net of
outstanding bank overdrafts.
Cash and cash equivalents as shown in the statement of cash flows is reconciled to the related items in the statement of
financial position as follows:
Cash on hand and in bank
Credit cards
Cash in bank – share subscriptions held on trust 1
Short term deposits
Net cash and cash equivalents
30 June 2020
30 June 2019
$
621,739
(3,710)
-
1,014,484
1,632,513
$
520,125
(337)
182,595
600,878
1,303,261
1 Cash in bank includes $nil (2019: $182,595) which relates to equity application funds held on behalf of investors for unissued
securities. A corresponding current liability was recorded for $nil (2019: $182,595) as funds owed to investors until such
time as shares had been validly issued under the Tranche 1 and Tranche 2 share placements.
At 30 June 2020, the Company had a credit card facility of $50,000 (2019: $50,000) and does not attract any interest if paid
within the required period.
Term deposits are taken for periods between one and three months, depending on the immediate cash requirements of the
Company, and earn interest at the respective short-term deposit rates
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 44 of 67
Other Notes to the Financial Statements
NOTE 11: CASH AND CASH EQUIVALENTS (continued)
11.1 Reconciliation of loss after tax to net cash outflow from operating activities:
30 June 2020
30 June 2019
$
$
(1,622,698)
(2,608,167)
Loss for the year
Adjustments for non-cash income and expense items
Depreciation and amortisation
Impairment of intangibles
Accrued R&D & COVID 19 refund receivable
(Profit) / Loss on disposal of property and equipment
Share-based payment expense
Restructuring costs – non-cash
Provisions
Change in assets and liabilities
Decrease / (Increase) in trade and other receivables
(Increase) in inventories
(Decrease) / Increase in trade and other payables
Net cash outflow from operating activities
581,069
74,006
(302,619)
45,931
18,033
-
(31,318)
779,606
443,266
(436,465)
(451,189)
11.2 Reconciliation of liabilities arising from cash flows from financing activities:
Notes
Lease liability
Balance at 1 July 2018
Proceeds from financing activities
Repayments
Repayment relating to investing activities
Interest paid
Balance at 30 June 2019
Leases recognised on the adoption of AASB 16
Acquisition of leases
Derecognition of leases
Repayments
Repayment relating to investing activities
Interest paid
Balance at 30 June 2020
18
18
19
19
19
19
19
19 & 18
-
-
-
-
-
-
242,852
322,910
(190,760)
(109,724)
-
15,793
281,071
Loans
257,863
66,713
(92,219)
(33,333)
9,923
208,947
-
-
-
(75,857)
(47,162)
7,560
93,488
438,125
(265,342)
(2,530)
(229,137)
380,773
189,165
66,803
(29,168)
(31,709)
(2,091,187)
Total
257,863
66,713
(92,219)
(33,333)
9,923
208,947
242,852
322,910
(190,760)
(185,581)
(47,162)
23,353
374,559
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 45 of 67
Other Notes to the Financial Statements
NOTE 12: TRADE AND OTHER RECEIVABLES
Trade receivables (i)
Allowance for expected credit losses (ii)
Prepayments
Advances to suppliers
Other
COVID 19 relief
R&D refund receivable
Total
30 June 2020
30 June 2019
$
$
413,724
(51,765)
361,959
78,815
-
88
137,684
164,935
743,481
868,721
(19,056)
849,665
106,212
5,105
519
-
265,342
1,226,843
(i)
Trade receivables are non-interest bearing and are generally on terms of 30 days to 60 days. All amounts are short
term. The carrying value of trade receivables is considered a reasonable approximation of fair value.
(ii) Note 22 includes disclosures relating to the credit risk exposures and analysis relating to the allowance for expected
credit losses.
Movement in allowance for expected credit losses
Balance at the beginning of the year
Provision for expected credit losses
Written off
Closing balance
30 June 2020
30 June 2019
$
19,056
32,709
-
51,765
$
14,953
15,439
(11,336)
19,056
Expected credit losses
The Company applies the AASB 9 simplified model of recognising lifetime expected credit losses for all trade receivables
as these items do not have a significant financing component. In measuring the expected credit losses, the trade receivables
have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based
on the days past due.
The expected loss rates are based on the payment profile for sales over the past 24 months before 30 June 2020 and 30
June 2019 respectively as well as the corresponding historical credit losses during that period. Trade receivables are
written off when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice
date and failure to engage with the Company on alternative payment arrangement amongst other is considered indicators
of no reasonable expectation of recovery. On the above basis the expected credit loss for trade receivables as at 30 June
2020 and 30 June 2019 was determined as follows:
30 June 2020
Trade receivables past due
Current
(not past
due)
1 – 30
days past
due
31 – 60
days past
due
61 – 90
days past
due
More than
90 days
past due
Expected credit loss rate
0%
0%
0%
0%
Gross carrying amount
139,830
113,017
71,403
24,474
Lifetime expected credit loss
-
-
-
-
79.6%
65,001
51,765
Total
12.5%
413,724
51,765
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 46 of 67
Other Notes to the Financial Statements
NOTE 12: TRADE AND OTHER RECEIVABLES (continued)
Expected credit losses (continued)
30 June 2019
Trade receivables past due
Current
(not past
due)
1 – 30
days past
due
31 – 60
days past
due
61 – 90
days past
due
More than
90 days
past due
Expected credit loss rate
0%
0%
0%
Gross carrying amount
542,544
240,937
56,385
Lifetime expected credit loss
-
-
-
0%
1,525
-
69.7%
27,330
19,056
Total
2.2%
868,721
19,056
The closing balance of the trade receivables allowance for expected credit losses as at 30 June 2020 reconciles with the
trade receivables allowance for expected credit losses opening balance as follows:
30 June 2018
Amounts written off
Net remeasurement of loss allowance
30 June 2019
Amounts written off
Net remeasurement of loss allowance
Closing balance – 30 June 2020
NOTE 13: INVENTORIES
Raw materials – cost
Work in progress – cost
Finished goods - cost
Total
30 June 2020
$
14,953
(11,336)
15,439
19,056
-
32,709
51,765
30 June 2020
30 June 2019
$
$
209,317
108,592
175,521
493,430
550,244
97,272
289,180
936,696
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition is accounted for as follows:
• Raw materials – purchase cost on a first-in, first-out basis; and
• Work in progress – purchase cost on a first-in, first-out basis; and
•
Finished goods – cost of direct materials and labour and a proportion of manufacturing overheads based on normal
operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
the estimated costs necessary to make the sale.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 47 of 67
Other Notes to the Financial Statements
NOTE 14: PROPERTY, PLANT AND EQUIPMENT
Camera
equipment
$
Improve-
ments
$
Plant and
equipment
$
Office
equipment
Motor
Vehicles
Total
$
$
$
Balance at 1 July 2019
Additions
Disposals
348,801
268,592
(40,152)
Depreciation charge for the year
(188,296)
Balance at 30 June 2020
388,945
Balance at 1 July 2018
Additions
Disposal
279,598
174,517
-
13,594
-
(6,566)
(2,267)
4,761
16,254
-
-
51,534
8,842
-
80,745
12,125
(440)
150,595
-
-
645,268
289,559
(47,158)
(16,638)
(31,733)
(26,887)
(265,821)
43,738
60,696
123,708
621,848
51,939
42,943
(30,462)
86,343
23,287
-
143,164
34,460
577,297
275,207
-
(30,462)
Depreciation charge for the year
(105,314)
(2,660)
(12,886)
(28,885)
(27,029)
(176,774)
Balance at 30 June 2019
348,801
13,594
51,534
80,745
150,595
645,268
Plant and equipment
The carrying value of plant and equipment held under chattel mortgage contracts at 30 June 2020 is $12,993 (2019:
$17,091). Additions during the year include $nil (2019: $20,494) of plant and equipment held under chattel mortgage
contracts. Disposals during the year include $nil (2019: $29,535) of plant and equipment held under chattel mortgage
contracts.
Motor Vehicles
The carrying value of motor vehicles held under chattel mortgage contracts at 30 June 2020 is $117,759 (2019: $142,403).
NOTE 15: INTANGIBLES
Carrying value
Cost
Impairment
Accumulated amortisation
Patents
Product
Development
Other
Intangibles
Total
$
$
$
$
38,674
-
(10,416)
739,339
(60,122)
(397,702)
100,000
(13,884)
(86,116)
878,013
(74,006)
(494,233)
Carrying value at 30 June 2020
28,258
281,515
-
309,773
Cost
Accumulated amortisation
Carrying value at 30 June 2019
38,674
(5,208)
33,466
739,339
(222,715)
516,624
80,556
(52,780)
47,220
858,569
(280,703)
597,310
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 48 of 67
Other Notes to the Financial Statements
NOTE 15: INTANGIBLES (continued)
Reconciliation – current year
Carrying value as at 1 July 2019
Amortisation
Impairment
Carrying value at 30 June 2020
Reconciliation – prior year
Carrying value as at 1 July 2018
Additions
Amortisation
Impairment
Carrying value at 30 June 2019
Patents
Product
Development
Other
Intangibles
Total
$
$
$
$
33,466
(5,208)
-
28,258
38,674
-
516,624
(174,987)
(60,122)
281,515
47,220
(33,336)
(13,884)
-
597,310
(213,531)
(74,006)
309,773
739,339
100,000
878,013
-
-
-
(5,208)
(174,987)
(33,336)
(213,531)
-
33,466
(47,728)
516,624
-
47,220
(47,728)
597,310
Intangible assets acquired separately
Intangible assets acquired separately are recorded at cost less accumulated amortisation and impairment. Amortisation is
charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method is
reviewed at the end of each annual reporting period, with any changes in these accounting estimates being accounted for
on a prospective basis.
Patents
Patents that have lapsed or are forfeited and are not rolled into new patents, have been impaired and moved to an expense
in the year the patents lapsed/expired.
Internally generated intangible assets – research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no internally
generated intangible asset can be recognised, development expenditure is recognised as an expense in the period as
incurred.
An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and
only if, all of the following have been demonstrated:
The technical feasibility of completing the intangible asset so that it will be available for use or sale;
The intention to complete the intangible asset and use or sell it;
The ability to use or sell the intangible asset;
•
•
•
• How the intangible asset will generate probable future economic benefits;
•
The availability of adequate technical, financial and other resources to complete development and to use or sell the
intangible asset; and
The ability to measure reliably the expenditure attributable to the intangible asset during its development.
•
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the
date when the intangible asset first meets the recognition criteria listed above.
Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation
and accumulated impairment losses, on the same basis as intangible assets acquired separately.
The following useful lives are used in the calculation of amortisation:
Patents
Product development
Other Intangibles
8 Years
3 to 5 Years
3 Years
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 49 of 67
Other Notes to the Financial Statements
NOTE 15: INTANGIBLES (continued)
Impairment of tangible and intangible assets other than Other Intangibles
The Company assesses at each balance date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s
recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and
is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets or group of assets and the asset's value in use cannot be estimated to be close to its fair value. In such
cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount
of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired
and is written down to its recoverable amount.
Other Intangibles
Other Intangibles acquired are initially measured at cost.
Following initial recognition, Other Intangibles are measured at cost less amortisation and any impairment losses.
Other Intangibles are reviewed for impairment annually or more frequently if events or changes in circumstances indicate
that the carrying value may be impaired.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (Group of cash-generating units),
to which the Other Intangibles relates. When the recoverable amount of the cash-generating unit (Group of cash-generating
units) is less than the carrying amount, an impairment loss is recognised. When Other Intangibles forms part of a cash-
generating unit (Group of cash-generating units) and an operation within that unit is disposed of, the Other Intangibles
associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Other Intangibles disposed of in this manner is measured based on the relative values of
the operation disposed of and the portion of the cash-generating unit retained.
Impairment losses recognised for Other Intangibles are not subsequently reversed.
NOTE 16: RIGHT-OF-USE ASSETS
Land and buildings – right-of-use
Less: Accumulated depreciation
Carrying value at 30 June 2020
Reconciliation
Recognised on 1 July 2019 on adoption of AASB 16
Additions
Derecognised 1
Depreciation expense
Total
30 June 2020
30 June 2019
$
322,910
(44,880)
278,030
30 June 2020
30 June 2019
$
242,852
322,910
(186,014)
(101,718)
278,030
$
-
-
-
$
-
-
-
-
-
1 A new short-term lease was signed for the Sunshine West premises.
The Company leases land and buildings for its offices and warehouses under agreements of between two to three years
with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are
renegotiated.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 50 of 67
Other Notes to the Financial Statements
NOTE 17: TRADE AND OTHER PAYABLES
Accounts payable (i)
Accruals
GST
Unearned revenue
Share subscriptions received
Other payables
Total
30 June 2020
30 June 2019
$
$
225,083
227,676
39,003
330,221
-
47,283
869,266
360,515
224,062
61,091
457,372
182,613
209,073
1,494,726
(i) Trade payables are non-interest bearing and are normally settled on 30-day terms. Refer to note 22 for further
information on financial instruments.
NOTE 18: BORROWINGS AND OTHER FINANCIAL LIABILITIES
Current loans
Secured loans
Unsecured loans
Total current loans
Non-current loans
Secured loans
Unsecured loans
Total non-current loans
30 June 2020
30 June 2019
$
$
32,975
-
32,975
60,513
-
60,513
68,297
33,273
101,570
93,488
13,889
107,377
Total loans
93,488
208,947
Secured Loans
These loans are secured by Plant and Equipment as well as Motor Vehicles. The interest rates on these loans are fixed and
range between 4.97% to 5.87% and interest is repayable within a period of 26 to 33 months from the reporting date. Total
monthly repayments are $3,117.
NOTE 19: LEASE LIABILITIES
Current lease liabilities
Non-current lease liabilities
30 June 2020
30 June 2019
$
100,534
180,537
281,071
$
-
-
-
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 51 of 67
Other Notes to the Financial Statements
NOTE 19: LEASE LIABILITIES (continued)
Reconciliation
Recognised on 1 July 2019 on adoption of AASB 16
Lease inception
Leases derecognised
Principal repayments
Total
AASB 16 has been adopted during the period, refer note 1(b) for details.
The Company leases several premises and the average lease term is 3 years.
Refer note 22 for further information on financial instruments.
30 June 2020
30 June 2019
$
242,852
322,910
(190,760)
(93,931)
281,071
$
-
-
-
-
-
In previous years, the Company disclosed commitments for lease payments on leased premises. As the Company has
adopted AASB 16 in the current year, these commitments are factored into the balances above, with the exception of the
short-term lease of the Sunshine West premises. This lease expires on 15 June 2021 with an annual rental of $55,000.
Reconciliation of operating lease commitments previously disclosed and lease liabilities on 1 July 2019
Below is a reconciliation of total operating lease commitments as at 30 June 2019, as disclosed in the annual financial
statements for the year ended 30 June 2019, and the lease liabilities recognised on 1 July 2019:
Lease liabilities
Operating lease commitments disclosed as at 30 June 2019
Additional lease term recognised
Excluded operating lease under short-term practical expedient
Lease liabilities at 1 July 2019
30 June 2020
$
156,820
178,968
(92,936)
242,852
NOTE 20: PROVISIONS
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.
When the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating
to any provision is presented in the statement of profit or loss and other comprehensive income net of any reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to settle the
present obligation at the end of the reporting period.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the
risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised
as an interest expense.
Warranties
Provisions for the expected cost of warranty obligations under local sale of goods legislation are recognised at the date of
sale of the relevant products, at the Directors’ best estimate of the expenditure required to settle the Company’s obligation.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 52 of 67
Other Notes to the Financial Statements
NOTE 20: PROVISIONS (continued)
Equipment Rental Costs
The provision for equipment rental costs relates to the estimated cost of work to be carried out in relation to the removal
and refurbishment of rental equipment at the end of the rental agreement term. The provision represents the best estimate
of the present value of the expenditure required to settle the obligation at the reporting date. Future costs are reviewed
annually and any changes in the estimate are reflected in the present value of the equipment rental provision at each
reporting date.
Warranties
Equipment
Rental
Annual
Leave
Total
current
$
$
$
$
Balance as at 30 June 2019
Provided during the year
76,494
-
49,449
42,492
145,322
139,496
271,265
181,988
Utilised
(43,990)
(32,805)
(133,680)
(210,475)
Long
service
leave
$
Total non-
current
$
60,117
60,117
-
-
-
-
-
-
Unused amounts reversed
Balance at 30 June 2020
(2,811)
29,693
NOTE 21: DIVIDENDS
-
-
(2,811)
59,137
151,138
239,967
60,117
60,117
The directors of the Company have not declared any dividend for the years ended 30 June 2020 and 2019.
NOTE 22: FINANCIAL INSTRUMENTS
Capital risk management
The Company’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure and reduce
the cost of capital.
The capital structure of the Company consists of cash and cash equivalents, borrowings and equity attributable to equity
holders of the Company, comprising issued capital, reserves and retained earnings. Operating cash flows are used to
maintain and expand operations, as well as to make routine expenditures such as tax, dividends and general administrative
outgoings. The Company would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current Company's share price at the time of the investment.
The capital risk management policy remains unchanged from the 30 June 2019 Annual Report.
Financial risk management objectives
The Company is exposed to:
(i) market risk (which includes foreign currency exchange risk, interest rate risk, share price risk and commodity price risk),
(ii) credit risk and
(iii) liquidity risk.
Compliance with policies and exposure limits is reviewed by management on a continuous basis. The Company does not
enter into or trade financial instruments, including derivative financial instruments.
Market risk
The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest
rates, and share prices. There has been no change to the Company’s exposure to market risks or the way it manages and
measures the risk from the previous period.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 53 of 67
Other Notes to the Financial Statements
NOTE 22: FINANCIAL INSTRUMENTS (continued)
Foreign currency exchange risk management
The Company undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate
fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising purchasing limits.
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the
balance date expressed in Australian dollars are as follows:
30 June 2020
US Dollars
•
Financial liabilities
30 June 2019
US Dollars
•
Financial liabilities
Short term
exposure
$
Long term
exposure
$
-
-
-
-
Short term
exposure
$
Long term
exposure
$
299
299
-
-
Foreign currency sensitivity analysis
The sensitivity analyses below detail the Company’s sensitivity to an increase/decrease in the Australian dollar against the
United States dollar. The sensitivity analysis includes only outstanding foreign currency denominated monetary items.
A 100-basis point is the sensitivity rate used when reporting foreign currency risk internally to management and represents
management’s assessment of the possible change in foreign exchange rates. At balance date, if foreign exchange rates had
been 10 basis point higher or lower and all other variables were held constant, the Company’s:
• Profit or loss would increase/decrease by $nil (2019: $4); and
•
The Company’s sensitivity to foreign exchange has not changed significantly from the prior year.
Equity reserves would increase/decrease by $nil (2019: $4).
Interest rate risk management
The Company's exposure to the risk of changes in market interest rates relates primarily to the bank overdrafts with floating
interest rate.
These financial assets with variable rates expose the Company to cash flow interest rate risk. All other financial assets and
liabilities, in the form of receivables and payables are non-interest bearing.
A 10-basis point increase or decrease is used when reporting interest rate risk internally to management and represents
management’s assessment of the change in interest rates.
At balance date, if interest rates had been 10 basis points higher or lower and all other variables were held constant, the
Company’s:
• Profit or loss would increase/decrease by $1,014 (2019: $601); and
•
The Company’s sensitivity to interest rate risk has decreased during the year mainly due to the reduction in cash invested
in term deposits.
Equity reserves would increase/decrease by $1,014 (2019: $601).
Credit risk management
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to credit
risk from financial assets including cash and cash equivalents held at banks and trade and other receivables. The Company
only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by
independent rating agencies where available and, if not available, the Company uses publicly available financial information
and its own trading record to rate its major customers.
The Company does not have any significant credit risk exposure to any single counterparty or any Company of
counterparties having similar characteristics.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 54 of 67
Other Notes to the Financial Statements
NOTE 22: FINANCIAL INSTRUMENTS (continued)
Liquidity risk management
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Board's
approach to managing liquidity is to ensure, as far as possible, that the Company will always have sufficient liquidity to meet
its liabilities when due by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities.
Non-derivative financial liabilities
The following tables detail the Company’s expected contractual maturity for its non-derivative financial liabilities.
These have been drawn up based on undiscounted contractual maturities of the financial liabilities based on the earliest date
the Company can be required to repay.
The tables include both interest and principal cash flows.
30 June 2020
≤6 Months
$
6-12 Months
$
1-5 Years
$
≥5 Years
$
Total
$
Financial Liabilities
Trade and other payables
Lease liabilities
Loans payable
Total
30 June 2019
Financial Liabilities
Trade and other payables
Loans payable
Total
Fair value measurement
869,266
61,920
18,700
949,886
-
61,920
18,700
80,620
-
176,730
60,915
237,645
-
-
-
-
869,266
300,570
98,315
1,268,151
≤6 Months
$
6-12 Months
$
1-5 Years
$
≥5 Years
$
Total
$
1,494,726
59,691
1,554,417
-
41,939
41,939
-
107,377
107,377
-
-
-
1,494,726
208,947
1,703,673
The net fair value of financial assets and financial liabilities approximates their carrying value. The methods for estimati ng
fair value are outlined in the relevant notes to the financial statements.
The Company has several financial instruments which are not measured at fair value in the statement of financial position.
The Directors consider that the carrying amounts of current receivables, current payables and current borrowings are a
reasonable approximation of their fair values.
NOTE 23: CONTINGENT LIABILITIES
The Company had no contingent liabilities as at the reporting date.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 55 of 67
Other Notes to the Financial Statements
NOTE 24: SHARE-BASED PAYMENTS
a) Recognised Share-based Payment Expense
From time to time, the Company provides Incentive Options or Performance Rights to officers, employees, consultants and
other key advisors as part of remuneration and incentive arrangements. The number of options / Performance Rights
granted and the terms of the options granted are determined by the Board. Shareholder approval is sought where required.
During the past two years, the following equity-settled share-based payments have been recognised:
Expense arising from equity-settled share-based payment transactions
Value of Performance Rights forfeited / written back
Net share based (income) / payment expense recognised in
profit or loss
30 June 2020
$
52,264
(34,231)
30 June 2019
$
64,687
(293,824)
18,033
(229,137)
The following share-based payment arrangements were in place during the current and prior periods:
Options
Number
Grant date
Expiry date
Exercise
price
Fair value
at grant
date Vesting date
$
$
$
Consultant options
Employee options
Consultant options
Employee options
Employee options (i)
Consultant options (ii)
250,000
19 May 2017
31 Dec 2020
450,000
19 May 2017
31 Dec 2020
500,000
9 Jun 2017
31 Dec 2020
1,650,000
9 Jun 2017
31 Dec 2020
150,000
19 Jan 2018
31 Dec 2020
4,000,000
15 Aug 2019
31 Dec 2020
0.20
0.20
0.20
0.20
0.37
0.20
2,500
19 May 2017
4,500
19 May 2017
5,000
9 Jun 2017
16,500
9 Jun 2017
30,165
19 Jan 2019
100,000
15 Aug 2019
(i) During the year ended 30 June 2020, an expense of $7,686 (2019:15,083) was incurred for options issued in prior periods.
(ii) Listed options – valued at $0.025 being the traded price at the grant date
Performance rights
Number
Grant date
Expiry date
Value at
grant date
Fair value
at grant
date3 Vesting date
$
$
$
Director
Employees 1
1,607,919
11 Nov 2019
30 Jun 2023
705,011
11 Nov 2019
30 Jun 2023
Consultants [Tranche 3] 2
333,333
25 Jul 2017
31 Dec 2020
0.09
0.09
0.10
147,971
30 Jun 2022
64,880
30 Jun 2022
33,333
30 Jun 2020
1 During the year ended 30 June 2020, 173,160 employee performance rights were forfeited for cessation of employment.
This resulted in a reversal of previously expensed amounts of $2,940. These Performance Rights will be cancelled following
the year end audit.
2 These Performance Rights were issued to Spectur’s lead manager on IPO and are accounted for in share issue cost and
not share based payments. Note the full value was written back during the year due to performance conditions not being
met. The Performance Rights will be cancelled following issuance of the FY20 financial statements.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 56 of 67
Other Notes to the Financial Statements
NOTE 24: SHARE-BASED PAYMENTS (continued)
a) Recognised Share-based Payment Expense (continued)
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of rights (years)
Exercise price (cents)
Grant date share price
Director
0%
89.49%
0.86%
2.6
-
0.105
Employees
0%
89.49%
0.86%
2.6
-
0.105
The expected life of the performance rights is based on historical data and is not necessarily indicative of exercise patterns
that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which
may also not necessarily be the actual outcome. No other features of performance rights granted were incorporated into
the measurement of fair value.
b) Summary of Options Granted as Share-based Payments
The following table illustrates the number and weighted average exercise prices (WAEP) of Incentive Options granted as
share-based payments at the beginning and end of the financial year:
30 June 2020
30 June 2019
Number
WAEP
Number
WAEP
Outstanding at beginning of year
Granted by the Company during the year
Outstanding at end of year
Exercisable at the end of year
3,000,000
4,000,000
7,000,000
7,000,000
$0.21
$0.20
$0.20
-
3,000,000
-
3,000,000
3,000,000
$0.21
-
$0.21
-
NOTE 25: RELATED PARTY DISCLOSURES
The Company’s related parties include Key Management and others as described below.
Transactions with Key Management Personnel
The aggregate compensation made to Directors and other Key Management Personnel of the Company is set out below:
Short-term employee benefits
Share-based payment
Total
30 June 2020
30 June 2019
$
503,494
7,812
511,306
$
609,025
147,796
756,821
The amount of share-based payments is calculated in accordance with AASB 2.
More detailed information concerning the remuneration of key management is shown in the Remuneration report page 19.
NOTE 26: AUDITOR’S REMUNERATION
The auditor of Spectur Limited is HLB Mann Judd.
Audit or review of the financial statements
39,000
39,280
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 57 of 67
30 June 2020
30 June 2019
$
$
Other Notes to the Financial Statements
NOTE 27: EVENTS AFTER THE REPORTING DATE
On 16 July 2020 Company completed a placement raising $567,248 before costs, via the issue of 11,344,960 fully paid
ordinary shares at $0.05 per share to existing and new shareholders who qualify as sophisticated or professional investors.
In parallel, the Company conducted a Share Purchase Plan (SPP) to raise a target of $567,248 through the issue of an
additional 11,344,960 shares at the placement price of $0.05 per share, with the capacity to accept oversubscriptions for
up to a further 7,563,307 shares to raise an additional $378,165.
The SPP closed on 7 August 2020 significantly oversubscribed and the Board resolved to accept applications up to the
oversubscription amount of $945,413, and accordingly 18,908,267 new shares were issued under the SPP.
The net proceeds of the Placement and parallel SPP will be used to strengthen the balance sheet to fund growth initiatives.
These include accelerating the rollout of the Company's scalable next-generation STA6 technology platform, driving sales
through geographic and channel partnerships, expansion of strategic marketing activities and assessing potential
acquisitions.
Alto Capital (Lead Manager) is to receive a success fee of 1,000,000 Spectur Options exercisable at $0.10 on or before 30
June 2023, on successful completion of raising more than $1.5 million (before costs) via the Placement and SPP. The
Options will be subject to shareholder approval to be sought at Spectur's Annual General Meeting.
The Directors are not aware of any other matter or circumstance that has arisen since 30 June 2020 which significantly
affected, or may significantly affect, the operations of the Company, the results of those operations, or the state of affairs of
the Company, in future financial years.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 58 of 67
DIRECTORS’ DECLARATION
1.
In the opinion of the Directors of Spectur Limited (“Spectur” or the “Company”):
a.
the accompanying financial statements and notes are in accordance with the Corporations Act 2001 including:
i.
ii.
giving a true and fair view of the Company’s financial position as at 30 June 2020 and of its performance
for the year then ended in accordance with the accounting policies described in the notes to the
financial statements; and
complying with Australian Accounting Standards, the Corporations Regulations 2001, professional
reporting requirements and other mandatory requirements.
b.
c.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
the financial statements and notes thereto are in accordance with International Financial Reporting Standards
issued by the International Accounting Standards Board.
2.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance
with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2020.
This declaration is signed in accordance with a resolution of the board of Directors.
______________________________
Darren Cooper
Director
Dated this 31 August 2020
.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 59 of 67
INDEPENDENT AUDITOR’S REPORT
To the members of Spectur Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Spectur Limited (“the Company”) which comprises the
statement of financial position as at 30 June 2020, the statement of profit or loss and other
comprehensive income, the statement of changes in equity and the statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Company is in accordance with the
Corporations Act 2001, including:
a) giving a true and fair view of the Company’s financial position as at 30 June 2020 and of its
financial performance for the year then ended; 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 Company in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements of
the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (“the Code”) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
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. We have determined the matters described below to
be the key audit matters to be communicated in our report.
Page 60 of 67
Key Audit Matter
How our audit addressed the key audit
matter
Revenue and related risk of fraud
Note 5
The total revenue from operations for the year is
$4,801,655, with revenue being predominately
generated through equipment sales, rentals and
related services.
Due to the presumption of fraud risk over revenue
recognition, as prescribed by Australian Auditing
Standards, this area has been subject to significant
audit procedures.
Our procedures included but were not limited
to the following:
• We reviewed the Company’s accounting
policy regarding the recognition and/or
deferral of revenue in line with AASB 15
Revenue from Contracts with Customers;
• We reviewed the calculation of deferred
revenue to ensure that it is correctly
calculated and in accordance with AASB
15;
• We selected a sample of revenue
transactions and agreed the transactions
to underlying supporting documentation;
• We performed audit procedures to
ensure that revenue is materially
complete, including procedures
surrounding cut-off at balance date; and
• We assessed the adequacy of the
Company’s disclosures in respect of
revenue and deferred revenue.
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 Company’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 accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
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 ability of the
Company 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 Company 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
Page 61 of 67
that an audit conducted in accordance with Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
-
-
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial report or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
-
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the remuneration report
We have audited the Remuneration Report included within the directors’ report for the year ended
30 June 2020.
In our opinion, the Remuneration Report of Spectur Limited for the year ended 30 June 2020
complies with section 300A of the Corporations Act 2001.
Page 62 of 67
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.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
31 August 2020
L Di Giallonardo
Partner
Page 63 of 67
Additional Securities Information
SHAREHOLDER INFORMATION
The security holder information set out below was applicable as at 18 August 2020.
There are two classes of quoted securities, being fully paid ordinary shares and options.
1) Quoted Securities – (i) Fully Paid Ordinary Shares
a) Distribution of Security Number
Category
(Size of holding)
Ordinary Shares
Shareholders
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
28
89
98
408
189
812
Shares
3,753
269,677
812,626
16,382063
88,418,173
105,886,292
There are 812 holders of ordinary shares. Each shareholder is entitled to one vote per share held.
b) Marketable parcel
There are 145 shareholders with less than a marketable parcel (basis price $0.07), with a total of 441,695 amounting to
0.42% of issued capital.
c) Voting rights
On a show of hands every person present who is a member or a proxy, attorney or representative of a member has one
vote and upon a poll every person present who is a member or a proxy, attorney or representative of a member shall have
one vote for each share held.
d) Substantial Shareholders
There are no substantial shareholders listed on the Companies register as at 18 August 2020.
e) On market buy-back
There is no on-market buy-back scheme in operation for the company’s quoted shares or quoted options.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 64 of 67
Additional Securities Information
SHAREHOLDER INFORMATION (continued)
f) Top 20 security holders
The names of the twenty largest holders of each class of quoted equity security, being fully paid ordinary shares, the number
of equity security each holds and the percentage of capital each hold is as follows:
Position
Holder Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
MR CHARLES RICHARD WALLACE WILKINS
NATIONAL NOMINEES LIMITED
ROBBIE HUNT PTY LTD
DRP 2006 SUPER PTY LTD
MR DUMINDA AMARAKOON & MRS GERALDINE AMARAKOON
BASAPA PTY LTD
MR DARREN JOHN COOPER
DR MALAKA AMERATUNGA
STOW COURT PTY LTD
SANDHURST TRUSTEES LTD
PABASA PTY LTD
OLDVIEW ENTERPRISES PTY LTD
DR GERARD JOHN DYSON
SANDHURST TRUSTEES LTD
MR PETER JOHN FERRIS
MR LEE NICOLA JOHN RINALDI & MRS CAROL ANGUS RINALDI
MR ALISTAIR CHARLES JACKSON
LEE MILLER
CITICORP NOMINEES PTY LIMITED
FRY SUPER PTY LTD
Total
Holding
% Held
4,704,966
4.44%
4,061,656
3.84%
2,450,000
2.31%
2,215,000
2.09%
1,971,847
1.86%
1,966,422
1.86%
1,903,879
1.80%
1,801,939
1.70%
1,540,880
1.46%
1,538,462
1.45%
1,528,879
1.44%
1,467,313
1.39%
1,462,179
1.38%
1,420,630
1.34%
1,195,981
1.13%
1,185,000
1.12%
1,054,810
1.00%
1,053,879
1.00%
1,042,277
0.98%
1,000,000
0.94%
36,565,999
34.53%
1) Quoted Securities – (ii) Options exercisable at $0.20 on or before 31 December 2020.
a) Distribution of Security Number
Category
Options - $0.20
(Size of holding)
Option holders
Options
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
5
116
28
76
24
249
There are 249 holders of quoted options. Option holders are not entitled to vote.
2,648
328,065
223,714
3,159,276
7,381,230
11,094,933
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 65 of 67
Additional Securities Information
SHAREHOLDER INFORMATION (continued)
b) Marketable parcel
Based on the price per security, number of holders with an unmarketable holding: 244, with a total 7,962,813, amounting to
71.77% of Issued Capital.
c) Substantial Option holders
Refer to table below:
d) Top 20 security holders
The names of the twenty largest holders of each class of quoted equity security, being $0.20 options, the number of equity
security each holds and the percentage of capital each hold is as follows:
Position Holder Name
1
2
3
4
5
6
7
8
9
10
10
11
12
12
12
12
13
14
15
16
17
18
18
19
20
BASAPA PTY LTD
MR PHILIP JOHN CAWOOD
MR CHARLES SIMON ARMYTAGE REED
PAC PARTNERS SECURITIES PTY LTD
MR DAVID JASON BOURKE
SANDHURST TRUSTEES LTD
MR PETER ANTHONY
MR MATTHEW REGOS
MR MICHAEL JAMES BUNN
NICHOLAS LE MARSHALL
MR JASON ROBERT WALL
ALSTONVILLE NOMINEES PTY LTD
GARY LESLIE SARGEANT
MR ZEFNY MOHD IDRIS
RACCOLTO INVESTMENTS PTY LTD
MR BERNARD MARIE FRANCOIS LE CLEZIO & MR MARIE ROBERT FRANCOIS
LE CLEZIO
MR PETER JOHN FERRIS
MS LAYLA ANNA PAULINE MCNAUGHTON
MRS JOANNE KAYE JENSZ
MR DUNCAN WILLIAM JONES
MRS BROOKE LAUREN PICKEN
INVERMORE PTY LTD
MR DARREN JOHN COOPER
MR GREGORY JOHN BROWN
MS ROSEMARY PATERSON
Total
Holding
875,000
646,154
570,276
534,331
506,359
493,601
400,000
280,375
260,000
250,000
250,000
200,906
200,000
200,000
200,000
200,000
184,600
180,000
176,923
176,622
171,083
150,000
150,000
125,000
102,875
% IC
7.89%
5.82%
5.14%
4.82%
4.56%
4.45%
3.61%
2.53%
2.34%
2.25%
2.25%
1.81%
1.80%
1.80%
1.80%
1.80%
1.66%
1.62%
1.59%
1.59%
1.54%
1.35%
1.35%
1.13%
0.93%
7,484,105
67.46%
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 66 of 67
Additional Securities Information
SHAREHOLDER INFORMATION (continued)
2) Unquoted Securities – Company Options and Performance Shares
There are two classes of unquoted securities, being Company Options and Performance Rights.
2A) Company Options
a) Distribution of unquoted Options holder numbers:
Category
Ordinary Options
(Size of holding)
Option holders
Options
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
-
-
3
18
14
35
-
-
30,000
1,121,250
10,173,750
11,325,000
There are 35 holders of Unlisted Company Options.
b) Voting rights
Unlisted options do not entitle the holder to any voting rights.
c) Holders of more than 20% of unquoted options.
There are no holders, holding more than 20% of the unquoted options on issue.
2B) Performance Rights
There are 8 holders of Performance Rights totalling 2,646,263
2C) Performance Rights
a) Voting rights
Unlisted Performance Rights do not entitle the holder to any voting rights.
b) Holders of more than 20% of unquoted Performance Rights
• Gerard Dyson owns 1,607,919 performance rights which is equal to 60.8% of the Performance Rights on issue.
Further information including vesting conditions relating to the performance rights are contained in the
Remuneration Report.
OTHER ASX INFORMATION
1. Corporate Governance
A statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX
Corporate Governance Council during the year is contained in Appendix 4G.
This corporate governance statement lodged on the same day as the Annual Report is current as at the Company’s reporting
date and has been approved by the Board of the Company.
2. Stock exchange on which the Company’s securities are quoted:
The Company’s listed equity securities are quoted on the Australian Stock Exchange.
3. Restricted Securities
There are 4,704,966 ordinary shares held in voluntary escrow until 18/09/2020, as at the date of signing of the report.
Spectur Limited – Annual Financial Report – Year ended 30 June 2020
Page 67 of 67