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OLYMPIO METALS LIMITED — Annual Report 2020
Jun 29, 2021
65493_rns_2021-06-29_5d0bcb36-314d-417a-aaad-0c991858e73a.pdf
Annual Report
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Annual Report 31 March 2020 CropLogic Limited ARBN 619 330 648 New Zealand Company Number 3184550
Contents
Directors’ Report……………………………………….…………………...1 Consolidated Statement of Profit or Loss and other Comprehensive Income………………………………………………….14 Consolidated Statement of Financial Position…………………15 Consolidated Statement of Changes in Equity………………..16 Consolidated Statement of Cash Flows…………………………..17 Notes to the Financial Statements………………………………….18 Independent Auditor’s Report to the Shareholders of CropLogic Limited……………………………………………………………45 Additional ASX Information…………………………………………….48 Corporate Directory………………………………………………………..50
Directors' Report CropLogic Limited 31 March 2020
DIRECTORS' REPORT
The Directors present their report, together with the financial statements, of the consolidated group (referred to hereafter as the 'consolidated entity') consisting of CropLogic Limited (referrred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 31 March 2020.
Directors
The following persons were Directors of CropLogic Limited during the course of the finanicial year and up to the date of this report. Directors were in office for the entire period unless otherwise stated:
Mr. Steven Wakefield - Chairman/Non-executive Director
Mr. Peter Roborgh - Non-executive Director
Mr. John Corbett - Non Executive Director (Resigned 17 July 2020)
Mr. Stephen Silver - Non-executive Director
Information on Directors and Company Secretary
Mr. Steven Wakefield, B.Comm, B.Sc. FCA. C.M.Inst.D (Non-Executive Chairman)
Mr Wakefiled was appointed to the Board on 27 August 2013. He was appointed Acting Chairman on 15 February 2019 and Chairman on 30 April 2019.
Mr Wakefield’s career has seen him working for over 30 years with global accounting and management consulting firm Deloitte both in New Zealand and the USA in such roles as Senior Partner – Risk Advisory and Managing Partner, Christchurch office.
He is a director of Foodstuffs South Island Limited, the NZ Health Innovation Hub, former Deputy Chair of the Canterbury District Health Board, and an experienced director and trustee. Steven was named as New Zealand’s top Chartered Accountant in the 2012 NZICA annual leadership awards.
Mr. Peter Roborgh, BSc, MSc(Hons) (Non-Executive Director)
Mr Roborgh was appointed to the Board on 2 November 2010.
Mr Roborgh was General Manager of rural telco Farmside at NZX listed TeamTalk Ltd. Earlier he served as Chief Operating Officer of Energy Mad Ltd. In this role he was responsible for representing Energy Mad’s interests in its joint venture with its Chinese manufacturing partner, for establishing new national sales channels and for all aspects of worldwide fulfilment and logistics.
Prior to Energy Mad, he worked for the New Zealand Institute of Plant and Food Research evaluating the intellectual property, market proposition and future for CropLogic and was instrumental in CropLogic being established as a separate company. Peter was earlier Chief Executive of telco CallSouth Ltd, a business he established and subsequently sold to NZX listed TrustPower. Peter has a strong track record in FMCG, financial services and energy utilities and in startups in telecommunications, consumer electronics and agritech.
Page 1
DIRECTORS' REPORT
Mr. John Corbett, Bbus(BusAccy), Mbus(AppFin) (Non-Executive Director)
Mr. Corbett was appointed to the Board on 1 November 2018.
Mr Corbett has almost 30 years’ sector expertise in agriculture, agribusiness and infrastructure, providing organisations with corporate finance, strategic planning, business planning, business operations, governance, and financial analysis.
Beyond agriculture, agribusiness and infrastructure, Mr Corbett has worked across a range of industry sectors including manufacturing, retail and wholesale trade, mining and property, and has extensive practice in providing commercial, strategic and financial advisory services to both domestic and international clients.
Mr Corbett holds a Master of Business in Applied Finance and has had a banking career spanning 23 years. During this time he occupied senior corporate banking and infrastructure project finance roles with several major banks.
Mr Corbett provides practical knowledge and investment experience within the agribusiness sector with current Board appointments in the agriculture, solar and aquaculture industries.
Mr Corbett resigned on 17 July 2020.
Mr. Stephen Silver (Non-Executive Director)
Mr Silver was appointed to the Board on 22 February 2019.
Mr Silver brings 10 years of corporate finance experience to the board. Having worked in Perth, Sydney, London and New York. He is currently Managing Director of Evolution Capital Advisors Pty Ltd.
Chief Executive Officer
- Mr. James Cooper Jones, B.A./B.Comm, FIPA, FIFA, GIAcert, F Fin
- Mr Cooper Jones was appointed as Chief Executive Officer 22 June 2017.
A graduate of one of Australia’s top ranked agricultural universities James is an experienced finance executive with a global perspective and has managed accounting and reporting functions in Australia, Asia, Africa and the Middle East. James’ career has seen him hold accounting and secretarial roles in companies in the resources, agriculture, import/export and information technology industries. James also has extensive experience managing listed entities including reporting, marketing and investor relations, market positioning and branding and capital raising.
Mr Cooper-Jones resigned on 3 June 2020. No replacement CEO has been appointed.
Company Secretary
Mr Peter Gray (Company Secretary)
Mr Gray was appointed as Company Secretary on 31 March 2021.
Mr Gray has broad experience across the entire corporate finance and capital markets sector and been involved in both corporate finance advisory and equities research. Peter’s skill base is grounded in a detailed understanding of valuations and valuation methodology.
Dividends
No dividends have been declared or paid during the financial year ended 31 March 2020.
Page 2
DIRECTORS' REPORT
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of providing agricultural technology to various crop growers including:
-
Infield soil moisture monitoring;
-
Infrared aerial imagery
-
Yield prediction; and
-
Agronomy and Farm Management
-
Hemp Farming
Review of operations
Overview
For the financial year ended 31 March 2020 the company focused mainly on providing agricultural technology to various crop growers including, Infield soil moisture monitoring, Infrared aerial imagery, Yield prediction, and Agronomy and Farm Management.
During the year, the Company achieved a significant milestone with its expansion in the US but also faced major headwinds and unforeseen challenges that ultimately led to the failure to achieve any successful outcome.
The Company finalised its hemp farm trials and has scaled back its exposure to its US based project. The drop in the CBD hemp price has had a significant impact on the industry and CropLogic is continuing to review its strategy for this part of its business. CropLogic does not intend to crop CBD hemp going forward. In the interest of reducing operating costs, the Company also reduced its employee size.
CropLogic has negotiated an agreement (New ProAg Agreement) that will license the CropLogic soil moisture monitoring technology, including the software source code for CropLogic realTime, to Professional Ag Services, Inc. and transfer the assets of the ProAg business, including customers and personnel, to the vendors of the original ProAg services business, [Professional Ag Services, Inc., a Washington corporation], (ProAg Vendors).
These decisions allowed CropLogic to reduce its ongoing employee obligations to core staff, greatly reducing its running costs, whilst also maintaining a continued presence in the Pacific North West and developing its technology via Professional Ag Services, Inc as a licensee.
Review and Restructure
Due to the trial farm crop failure (announced on 20 December 2019) as well as market conditions out of the Company's control, such as the drop in the CBD hemp price, the Company undertook a comprehensive review of its operations and financial situtation (Review and Restructure).
The Company engaged KPMG to provide some advisory assistance and Bourke Group to assist in the development of a potential restructuring plan.
As announced on 3 April 2020, a settlement of the dispute with NW Ag Solutions LLC and Bradley V. Shephard and Stanley V. Shephard was reached whereby CropLogic has relinquished the inventory from the hemp farm trial, plus pay US$15,000. Furthermore, ProAg CropLogic LLC and LogicalCropping LLC have commenced dissolution.
Subsequent to the "review and restructure" of the Groups operations, the Group dissolved its wholy owned subsidiaries in the USA
Page 3
DIRECTORS' REPORT
Administration Period
On 22 July 2020, Craig William Melhuish and Christine Jane Johnston of Nexia New Zealand were appointed as joint and several voluntary adminstrators (Administrators) of CropLogic Limited and a liquidator was appointed to CropLogic Australia Pty Ltd.
On 25 August 2020, at the watershed meeting of creditors, the Administrators outlined a proposal received by them from an interested party and recommended that the Group's creditors approve a Deed of Company Agreement (DOCA) in order to complete a transaction that would result in the best return for creditors. The creditors resolved to execute a DOCA, with the terms yet to be finalised.
A DOCA was finalised and excuted by the Directors and the Administrators (now referred to as the "Deed Administrators") on 15 September 2020. A copy of the executed Deed of Company Arrangement is available on the New Zealand Companies Office website.
On 30 November 2020, the Deed Administrators distributed funds in accordance with the terms of the DOCA. And, on 30 March 2021, the DOCA automatically terminated and the Company was reverted back to its Directors.
Looking Forward
The Board has determined the following objectives for the coming years to 2021/22 financial year:
-
Reinstatement of the Company to the ASX;
-
Investigate opportunities and asset acquisitions that may give rise to future equity raisings
Although relisting on the ASX is not guaranteed, by focussing on these objectives, the Board is confident that CropLogic can deliver value to all stakeholders including our shareholders.
Matters subsequent to the end of the financial year
The following subsequent events have arisen and/or occurred between 31 March 2020 and the date of this report that could have a significant impact on the operations of the Group, the results of those operations, and the state of affairs of the Group in future years.
On 3 April 2020, the Company agreed a settlement where NWAS and the Shephard Bros will each receive 50% of the entire 2019 hemp crop including the trimmed flower. .As announced on 14th February 2020, the hemp market and prices are volatile and therefore subject to change however the Company had attributed a value on the 2019 hemp crop at that time in the range of AU$580,000 (low estimate) to AU$2,090,000 (high estimate) with a mid-point of AU$1,300,000, with the Company adopting the mid-point of AU$1,300,000 for accounting purposes. Thus NWAS and Shephard Bros will each receive the equivalent of AU$650,000 in the agreed settlement, and the liens are effectively removed. NWAS and the Shephard Bros will also receive an approximately USD$15,000 payment for third party costs related to completion of the reparation of the fields. Remaining equipment, mostly related to cultivation of hemp, will also be divided between the NWAS and Shephard Bros.
On 14 April 2020, the shareholders voted to approve the Debt to Equity Conversion of $US4,032,073.79 ($AU6,107,382.17) convertible note owed to Atlas Capital Markets at a conversion price of $0.02, and $AU350,000 short term loans payable to Directors of the Company at a price of $0.02.
On 22 July 2020, Craig Melhuish and Christine Johnston, Chartered Accountants, were appointed as joint and several Voluntary Administrators of CropLogic.
On 25 August 2020, the Company announced that it had entered into a Deed of Company Arrangement ("DOCA") presented by Nexia New Zealand which was ultimately executed on 15 September 2020.
On 15 September 2020, a Deed of Company Arrangement was executed with the Company’s major shareholder, Atlas Capital Markets Limited. On 30 March 2021, the Deed terminated and control of the Company returned to the Directors. As a result of the DOCA, the only debt remaining in the Company is $126,250. Atlas Capital Markets Limited has agreed not to call any of the debt.
On 30 March 2021, a Deed of Company Arrangement was performed, the Deed automatically terminated and control of the company was passed back to the Directors. The Directors are focussed on bringing the reporting obligations of the Company up to date following the Voluntary Administration.
Page 4
DIRECTORS' REPORT
Corporate Governance Statement
In accordance with ASX Listing Rule 4.10.3 a copy of the Company's Governance Statement can be obtained at the following website: https://bit.ly/3x6BzW2.
Likely developments and expected results of operations
The CropLogic group will seek reinstatement to the ASX, and will investigate opportunities and asset acquisitions that may give rise to facilitating relisting on the ASX.
Meeting of directors
The number of meetings of the company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 31 March 2020, and the number of meetings attended by each director were:
| Board | ||
|---|---|---|
| Remuneration & Nomination Committee* | ||
| Audit & Risk Committee* | ||
| Attended | Held | |
| Steven Wakefield | 15 | 15 |
| Peter Roborgh | 15 | 15 |
| John Corbett1 | 15 | 15 |
| Stephen Silver | 15 | 15 |
- In the previous year, the Board resolved that the full Board will act as the Audit, Risk, Remuneration & Nomination Committee all relevant matters were discussed at board meetings. 1. John Corbett resigned on 17 July 2020.
Remuneration report
The remuneration report details the key management personnel remuneration arrangements for the Group.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
-
Principles used to determine the nature and amount of remuneration
-
Details of remuneration
-
Service agreements
-
Share - based compensation
-
Additional information
-
Additional disclosures relating to key management personnel
Page 5
DIRECTORS' REPORT
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors (‘the Board’) ensures that executive reward satisfies the following key criteria for good reward governance practices:
-
competitiveness and reasonableness
-
acceptability to shareholders
-
performance linkage / alignment of executive compensation
-
transparency
The Nomination and Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the consolidated entity depends on the quality of its directors and executives. The - remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
In consultation with external remuneration consultants, the Nomination and Remuneration Committee has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the consolidated entity.
The reward framework is designed to align executive reward to shareholders’ interests. The Board have considered that it should seek to enhance shareholders’ interests by:
-
having economic profit as a core component of plan design
-
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non - financial drivers of value
-
attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance executives’ interests by:
-
rewarding capability and experience
-
reflecting competitive reward for contribution to growth in shareholder wealth
-
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non - executive director and executive director remuneration is separate.
Non-executive director's remuneration
Fees and payments to non - executive directors reflect the demands and responsibilities of their role. Non - executive directors’ fees and payments are reviewed annually by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure non - executive directors’ fees and payments are appropriate and in line with the market. The chairman’s fees are determined independently to the fees of other non - executive directors based on comparative roles in the external market. The chairman is not present at any discussions - relating to the determination of him own remuneration. Non executive directors do not receive share options or other incentives.
- ASX listing rules require the aggregate non executive directors’ remuneration be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held on 21 June 2017, where the shareholders approved a maximum annual aggregate remuneration of $250,000.
Page 6
DIRECTORS' REPORT
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
-
- base pay and non monetary benefits
-
short - term performance incentives
-
share - based payments
-
other remuneration such as superannuation and long service leave
The combination of these comprises the executive’s total remuneration.
| Details of remuneration | Long - term benefits Short-term benefits Post- employment benefits Share - based payments |
|---|---|
| ~~Cash~~ Salary and fees Cash bonus ~~Long~~ service leave Options Performan- ce rights Total $ $ $ $ $ $ Superannuatio-n |
|
| Non-Executive Directors: 2020 - - - - - - - 2019 91,667 - 8,708 - - - 100,375 The Hon Cheryl Edwards AM1 |
|
| 2020 91,204 - - - 108,306 - 199,510 2019 43,365 - - - - - 43,365 Mr Steven Wakefield |
|
| 2020 41,877 - - - 72,204 - 114,081 2019 40,456 - - - - - 40,456 2020 40,000 - 3,800 - 72,203 - 116,003 2019 16,667 - 1,583 - - - 18,250 Mr Peter Roborgh Mr John Corbett2 |
|
| 2020 - - - - - - - 2019 36,222 - 3,441 - - - 39,663 Dr Andrew Whitehead3 |
|
| 2020 - - - - 108,306 - 108,306 2019 - - - - - - - Mr Stephen Silver |
|
| Executive Director: 2020 - - - - - - - 2019 176,276 - - - - - 176,276 Mr Jamie Cairns4 |
|
| Other Key Management Personnel: 2020 322,500 - 30,637 - - 182,694 535,831 2019 222,289 18,685 19,453 - - 23,972 284,399 Mr James Cooper- Jones5 |
|
| 2020 - - - - - - - 2019 90,735 - - - - - 90,735 Mr David De Cuevas |
|
| 2020 495,581 - 34,437 - 361,019 182,694 1,073,731 2019 717,677 18,685 33,185 - - 23,972 793,519 Total |
-
The Hon Cheryl Edwards AM resigned on 15 February 2019.
-
Mr John Corbett resigned on 17 July 2020.
-
Dr Andrew Whitehead resigned on 21 February 2019.
-
Mr Jamie Cairns resigned on 26 April 2018
-
Mr James Cooper-Jones resigned on 3 June 2020.
Page 7
DIRECTORS' REPORT
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:
Name: Mr Steven Wakefield Title: Non-Executive Director (and Chairman from 30 April 2019) Agreement commenced: 14 June 2017 Term of agreement: Ongoing and subject to shareholder approval Details: Base annual remuneration of AUD 80,000
Name: Mr Peter Roborgh Title: Non-Executive Director Agreement commenced: 14 June 2017 Term of agreement: Ongoing and subject to shareholder approval Details: Base annual remuneration of AUD 40,000
Name: Mr Stephen Silver Title: Non-Executive Director Agreement commenced: 20 February 2019 Term of agreement: Ongoing and subject to shareholder approval Details: Base annual remuneration of AUD 40,000
Name: Mr John Corbett Title: Non-Executive Director Agreement commenced: 22 October 2018 Term of agreement: Ongoing and subject to shareholder approval Details: Base annual remuneration of AUD 40,000
Name: James Cooper-Jones Title: Chief Executive Officer Agreement commenced: 5 July 2019 Resignation date: 3 June 2020 Term of agreement: Initial term of 12 months and then ongoing by mutual consent. Details: Base Remuneration: AUD 350,000 Notice Period: 3 months
Short Term Incentive Plan
The following performance shares within the first year of employment, subject to the employee’s performance and at the Board’s discretion:
-
666,667 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of between $0.10 and $0.14 for the 15 trading days following the end of the first 12 months of employment.
-
1,333,334 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of between $0.15 and $0.19 for the 15 trading days following the end of the first 12 months of employment.
-
2,000,000 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of $0.20 or more for the 15 trading days following the end of the first 12 months of your employment.
If all three milestones are achieved the maximum number of shares to be issued is 4,000,001. The above Performance Rights expired on the 19th of July 2019.
Page 8
DIRECTORS' REPORT
Long Term Incentive Plan
The following performance shares within three years of employment, subject to the employee's performance and at the Board's discretion:
-
433,526 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of between $0.25 and $0.34 for the 15 trading days following the end of the first 3 years of employment;
-
867,052 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of between $0.35 and $0.44 for the 15 trading days following the end of the first 3 years of employment;
-
1,300,577 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of $0.45 or more for the 15 trading days following the end of the first 3 years of your employment.
If all three milestones are achieved the maximum number of shares to be issued is 2,601,155.
-
4,500,000 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of $0.08 for 30 trading days;
-
4,500,000 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of $0.10 for 30 trading days.
If all milestones are achieved the maximum number of shares to be issued is 9,000,000.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation Issue of performance rights
Details of performance rights issued to directors and other key management personnel as part of compensation are set out
Year-ended 31 March 2020
| Year-ended 31 March 2020 | ||||
|---|---|---|---|---|
| Name | Date | Performance | Issue price | $ |
| Mr James Cooper-Jones | 19 August 2019 | 9,000,000 | $0.0599 | 165,933 |
| Year-ended 31 March 2019 | ||||
| Name | Date | Performance | Issue price | $ |
| Mr James Cooper-Jones | 29 June 2018 | 6,601,156 | $0.0082 | 16,761 |
Issue of options
Details of options issued to directors and other key management personnel as part of compensation are set out below:
Year-ended 31 March 2020
| Year-ended 31 March 2020 | ||
|---|---|---|
| Name Date Steve Wakefield Peter Robough Stephen Silver John Corbett 19 August 2019 19 August 2019 19 August 2019 19 August 2019 |
$ 108,306 72,204 108,306 72,203 361,019 10,000,000 $0.0361 Performance Issue price 3,000,000 $0.0361 $0.0361 $0.0361 2,000,000 3,000,000 2,000,000 |
|
| 361,019 |
Page 9
DIRECTORS' REPORT
Additional disclosure relating to key management personnel Shareholding
The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
| Balance at the start of | Received as part | Disposals/ | Balance at the end of the | ||
|---|---|---|---|---|---|
| theyear | of remuneration | Additions | Other | year | |
| Ordinary shares | |||||
| Steven Wakefield | 11,517,729 | - | 2,000,000 | - | 13,517,729 |
| Peter Roborgh | 3,384,000 | - | - | - | 3,384,000 |
| John Corbett1 | 2,666,667 | - | 2,000,000 | - | 4,666,667 |
| Stephen Silver | 24,897,035 | - | 6,600,000 | - | 31,497,035 |
| Hon. Cheryl Edwards AM2 | 917,668 | - | - | - | 917,668 |
| Jamie Cairns3 | 512,082 | - | - | - | 512,082 |
| James Cooper-Jones4 | 2,762,672 | - | - | - | 2,762,672 |
-
Mr John Corbett resigned on 17 July 2020.
-
The Hon Cheryl Edwards AM resigned on 15 February 2019.
-
Mr Jamie Cairns resigned on 26 April 2018
-
Mr James Cooper-Jones resigned on 3 June 2020.
This concludes the remuneration report.
Page 10
DIRECTORS' REPORT
Directors' Interest
| Directors' Interest | ||
|---|---|---|
| Nature of Potential conflict and | ||
| Name | Interest | estimated value(if known) |
| Mr Steven Wakefield - Chairman |
Former Partner at Deloitte | Deloitte were the accounting and tax advisors for CropLogic |
| Director & beneficial owner – Innovative Software Limited | CropLogic Shareholder | |
| Director – INOV8 Limited | Software Development Company | |
| Director – NZ Health Innovation Hub | Joint venture of Auckland, Counties Manukau and Canterbury DHBs |
|
| Director – Steve Wakefield Services Ltd | Governance and consulting services | |
| Chairman – Greater Christchurch Schools Network Trust | ||
| Director – Townsend Fields Limited | Residential Land Development | |
| Appointed Member – Quality, Finance, Audit & Risk Committee – | ||
| Canterbury District Health Board | ||
| Citizens’ Trustee – The Court Theatre Trust | ||
| Trustee – Church Property Trustees of the Anglican Diocese of | ||
| Christchurch | ||
| Council Member – University of Canterbury | ||
| Director – Carolina Homes Limited | ||
| Director – RHOAD Limited | ||
| Founding Member – Canterbury Angels Association | ||
| Director & Shareholder – Nutrient Rescue Ltd | ||
| Director – Wakefield Holdings Limited | ||
| Director – Brackenridge Services Limited | ||
| Director – Foodstuffs South Island Limited | ||
| Foodstuffs (SI) Properties Limited | ||
| Murdoch Manufacturing Limited | ||
| Director/Shareholder – EVNEX Limited | Electric vehicle smart chargers | |
| Mr Peter Roborgh - NED |
Licensee – Platform 1 Business Ownership Transition Consultants |
|
| Mr Stephen Silver - NED |
Evolution Capital Advisors Pty Ltd – Managing Director |
Evolution Capital is CLI’s Corporate Advisor |
| LTL Capital |
Page 11
DIRECTORS' REPORT
| Nature of Potential conflict and | ||
|---|---|---|
| Name | Interest | estimated value(if known) |
| Mr John Corbett - NED |
Director – Hemagrove Pty Ltd | |
| Director – PlexiSun Australia Pty Ltd + PlexiSun Limited (NZ) | ||
| Director – Blue Harvest Pty Ltd | ||
| Director – Philip Yates Family Holdings Limited (NZ) | ||
| Chairman – Queensland Rural and IndustryDevelopment Authority |
Employee Remuneration
The following table shows the number of current or former employees (excluding employees holding office as Directors of the parent or a subsidiary) who received remuneration and other benefits in excess of $100,000 from the subsidiary companies of the Group during the year ended 31 March 2020.
| Band | Number of employees |
|---|---|
| $100,000 to $109,999 | 1 |
| $110,000 to $119,999 | 0 |
| $120,000 to $129,999 | 0 |
| $130,000 to $139,999 | 0 |
| $140,000 to $149,999 | 0 |
| $150,000 to $159,999 | 0 |
| $160,000 to $169,999 | 0 |
| $170,000 to $179,999 | 0 |
| $180,000 to $189,999 | 0 |
| $190,000 to $199,999 | 0 |
| $200,000 to $209,999 | 0 |
| $210,000 to $219,999 | 0 |
| $220,000 and above | 1 |
Donations
No member of the Group made any significant donations during the financial year.
Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, the Company has given indemnities to, and has effected insurance for, the directors and executives of the Company and its related companies which, except for some specific matters that are expressly excluded, indemnify and insure directors and executives against monetary losses as a result of actions undertaken by them in the course of their duties. Specifically excluded are certain matters, such as the incurring of penalties and fines, which may be imposed for breaches of law.
Page 12
DIRECTORS' REPORT
Auditor
The Company’s Auditor, RSM Australia Partners, will continue in office in accordance with the Companies Act 1993. The - directors are satisfied that the provision of non audit services, during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Companies Act 1993. Details of amounts paid or payable to the auditor for non - audit services provided during the year by the auditor are outlined in note 8 of the financial statements.
Directors' Responsibility Statement
The directors of CropLogic Limited are pleased to present to shareholders the financial statements and director’s report for CropLogic Limited and its controlled entities for the financial year ended 31 March 2020.
The directors are responsible for presenting the financial statements in accordance with New Zealand law and generally accepted accounting practice, which give a true and fair view of the financial position of the Group as at 31 March 2020 and the results of their operations and cash flows for the year ended on that date.
The directors consider the financial statements of the Group have been prepared using accounting policies which have been consistently applied and supported by reasonable judgements and estimates and that all relevant financial reporting and accounting standards have been followed.
The directors believe that proper accounting records have been kept which enable accuracy, the determination of the financial position of the Group and facilitate compliance of the financial statement with the Companies Act 1993.
The directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide reasonable assurance as to the integrity and reliability of the financial statements.
On behalf of the directors
==> picture [176 x 34] intentionally omitted <==
Steven Wakefield Chairman
Date: Wednesday, 30 June 2021 Place: Christchurch, New Zealand
Page 13
CropLogic Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 31 March 2020
Year ended
| Note Revenue 4 Total Revenue Operational expenses Research & development General & administrative expenses Depreciation & amortisation 8 Other income 5 Other gains/(losses) 6 Finance costs 7 Impairment 8 Loss before tax Taxation expense 9 Loss for the period Items that may be reclassified to profit or loss Foreign exchange translation differences for foreign operations Other comprehensive loss for the period Total comprehensive loss for the period From continuing operations - Basic (cents per share) 10 - Diluted (cents per share) 10 |
31-Mar-20 $ 2,076,799 |
31-Mar-19 $ 2,190,539 |
|---|---|---|
| 2,076,799 (5,672,561) - (2,783,331) (1,219,061) 4,085 (616,501) (1,093,705) (7,739,011) |
2,190,539 (3,531,013) (203,911) (2,162,369) (651,558) 11,046 (139,905) (26,219) - |
|
| (17,043,286) - |
(4,513,390) (233,345) |
|
| (17,043,286) | (4,746,735) | |
| (2,100,016) | 251,081 | |
| (2,100,016) | 251,081 | |
| (19,143,302) | (4,495,654) | |
| (4.33) (4.33) |
(2.66) (2.66) |
These financial statements are to be read in conjunction with the accompanying Notes.
Page 14
CropLogic Limited Consolidated Statement of Financial Position As at 31 March 2020
Year ended
| Note Equity Share capital 20 Retained earnings (losses) Reserves 21 Total Equity Represented by: Current assets Cash & cash equivalents 29 Trade & other receivables 18 Income tax receivable 9 Other current assets 19 Biological Assets 16 Total Current Assets Current liabilities Trade & other payables 25 Current borrowings 22 Other current liabilities 24 Contingent consideration 23 Income tax payable 9 Lease liabilities 13 Total Current Liabilities Working Capital Non Current Assets Property, plant & equipment 12 Intangibles 15 Goodwill 14 Total Non Current Assets Non Current Liabilities Borrowings 22 Lease liabilities 13 Total Non Current Liabilities Net Assets |
31-Mar-20 $ 21,554,462 (30,047,712) (41,642) |
31-Mar-19 $ 16,763,787 (13,004,426) 621,006 |
|---|---|---|
| (8,534,892) | 4,380,367 | |
| 182,849 - - - 1,300,000 |
474,694 56,262 1,432 777,682 - |
|
| 1,482,849 849,774 7,221,577 25,000 - 255,895 820,761 |
1,310,070 913,189 37,018 136,923 421,748 233,345 - |
|
| 9,173,007 | 1,742,223 | |
| (7,690,158) - - - |
(432,153) 2,295,678 997,906 2,128,802 |
|
| - - 844,734 |
5,422,386 609,866 - |
|
| 844,734 | 609,866 | |
| (8,534,892) | 4,380,367 |
These financial statements are to be read in conjunction with the accompanying Notes.
Page 15
CropLogic Limited Consolidated Statement of Changes in Equity As at 31 March 2020
| Note Balance at 1 April 2018 Loss for the period Other comprehensive loss for the period Total comprehensive loss Transactions with owners in their capacity as owners: Contributions of equity (net of transaction costs) 20 Performance rights Share based payments Employee share options forfeited Balance at 31 March 2019 Balance at 1 April 2019 Loss for the period Other comprehensive loss for the period Total comprehensive loss Transactions with owners in their capacity as owners: Contributions of equity (net of transaction costs) 20 Performance rights 27 Share based payments 27 Balance at 31 March 2020 |
Issued capital Accumulated losses Share based payment reserve Foreign currency translation reserve Total equity $ $ $ $ $ 14,484,972 (8,321,899) 102,731 218,417 6,484,221 - (4,746,735) - - (4,746,735) - - - 251,081 251,081 |
|---|---|
| - (4,746,735) - 251,081 (4,495,654) |
|
| 2,278,815 - - - 2,278,815 - - 23,972 - 23,972 89,013 - 89,013 - 64,208 (64,208) - - |
|
| 2,278,815 64,208 48,777 - 2,391,800 |
|
| 16,763,787 (13,004,426) 151,508 469,498 4,380,367 |
|
| 16,763,787 (13,004,426) 151,508 469,498 4,380,367 - (17,043,286) - - (17,043,286) - - - (2,100,016) (2,100,016) |
|
| - (17,043,286) - (2,100,016) (19,143,302) |
|
| 4,790,675 - - - 4,790,675 - - 182,694 - 182,694 - - 1,254,674 - 1,254,674 |
|
| 4,790,675 - 1,437,368 - 6,228,043 |
|
| 21,554,462 (30,047,712) 1,588,876 (1,630,518) (8,534,892) |
These financial statements are to be read in conjunction with the accompanying Notes.
Page 16
CropLogic Limited Consolidated Statement of Cash Flows
For the year ended 31 March 2020
Year ended
| Note Cash Flows from Operating Activities Cash receipts from customers Cash paid to suppliers and employees Interest Income Interest paid Net Cash Flows used in Operating Activities 11 Cash Flows from Investing Activities Payments for property, plant and equipment and intangibles Proceeds from sale of equipment and software license Payment for contingent consideration for purchase of business Net Cash Flows used in Investing Activities Cash Flows from Financing Activities Proceeds from issue of shares, net of costs Proceeds from issue of convertible notes, net of costs Repayment of lease liability Proceeds from borrowings Repayment of borrowings Net Cash Flows from Financing Activities Net increase/(decrease) in cash and cash equivalents Cash at the beginning of the year Cash at the End of the Year 29 Effects of exchange rate changes on the balance of cash held in foreign currencies |
31-Mar-20 $ 2,064,149 (12,976,919) 4,085 (101,675) (11,010,360) (358,390) 396,229 - 37,839 4,701,716 6,107,381 (632,825) 607,334 - 10,783,606 (188,915) (102,930) 474,694 182,849 |
31-Mar-19 $ 2,155,142 (6,322,866) 11,046 - |
|---|---|---|
| (4,156,678) (61,085) - (433,407) |
||
| (494,492) 2,342,828 - - - (101,926) |
||
| 2,240,902 (2,410,268) (47,096) 2,932,058 |
||
| 474,694 |
These financial statements are to be read in conjunction with the accompanying Notes.
Page 17
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
1 General Information
These financial statements are for CropLogic Limited (“the Company” or “CropLogic”) and its subsidiaries (together “the Group”). The Company is a limited liability company incorporated in New Zealand and listed entity on the Australian Securities Exchange. The registered office of the Company is DLA Piper New Zealand, Chartered Accountants House, Level 4, 20 Customhouse Quay, Wellington 6011, New Zealand.
2 Statement of Accounting Policies
Basis of Preparation and Statement of Compliance
The consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP). For the purposes of complying with NZ GAAP, the Group is a for-profit entity. These financial statements comply with New Zealand International Financial Reporting Standards (NZ IFRSs) and other New Zealand accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS.
The consolidated financial statements have been prepared using the historical cost convention unless otherwise stated below or in the notes.
The consolidated financial statements are presented in Australian Dollars ($) (the 'presentation currency').
This report should be read in conjunction with any public announcements made by CropLogic during and subsequent to the reporting period.
Going concern
These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business following the effectuation of the DOCA.
The Group incurred a loss for the year of $17,043,286 (2019: $4,746,735 loss) and a net operating cash out-flow of $11,010,360 (2019: $4,156,678 out-flow). As at 31 March 2020 the Group's current liabilities exceed current assets by $7,690,158 (2019: $432,153).
As stated in note 32, subsequent to the balance date, the Company undertook a review and restructure of operations, as announced on 23 March 2020, including the dissolution of its wholly owned subsidiaries in the USA, announced on 3 April 2020,
On 22 July 2020, Craig Melhuish and Christine Johnston, Chartered Accountants, were appointed as joint and several Voluntary Administrators of CropLogic.
On 25 August 2020, the Company announced that it had entered into a Deed of Company Arrangement ("DOCA") presented by Nexia New Zealand which was ultimately executed on 15 September 2020.
On 15 September 2020, a Deed of Company Arrangement was executed with the Company’s major shareholder, Atlas Capital Markets Limited. On 30 March 2021, the Deed terminated and control of the Company returned to the Directors. As a result of the DOCA, the only debt remaining in the Company is $126,250. Atlas Capital Markets Limited has agreed not to call any of the debt.
The ability of the Group to continue as a going concern is principally dependent upon the ability of the Company to secure funds from capital raisings and manage its contractual and discretionary cash outflows in line with available funds to enable the Group to meet both its current and future obligaions as disclosed in the financial report.
The directors are satisfied that the going concern basis of preparation of the financial report is appropriate, on the basis of: - Effectuation of the DOCA and subsequent capital raisings post effectuation; - Completed settlement agreement with Atlas in relation various loan facilities. - potential recapitalisation of the Company and re-admission to the ASX.
- Atlas Capital Markets Limited has offered to provide financial support and support the Company through a recapitalisation process and target the recommencement of trading of the Company’s shares on the ASX.
The ability of the Company to raise sufficient funds to enable it to successfully re-launch the Group’s agricultural operations and to meet its contractual expenditure commitments, represents a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern. Should the Company be unable to continue as a going concern it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial report of the Group does not include any adjustments relating to the recoverability and classification of asset carrying amounts or to the amount and classification of liabilities that might result should the Group be unable to continue as a going concern and meet its debts and liabilities as and when they fall due.
Application of new and revised New Zeland Equivalents to International Financial Reporting Standards (NZ IFRSs)
The Group has adopted all of the mandatory new and revised Standards and Interpretations issued by the External Reporting Board (the XRB) that are relevant to their operations and effective for the current half year. - NZ IFRS 16 Leases
Page 18
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
Impact of the application of NZ IFRS 16 Leases
The Group has adopted NZ IFRS 16 from 1 April 2019. The Standard replaces NZ IFRS 16 'Leases' and for lessees eliminates the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, right-of-use assets and corresponding lease liabilities are recognised in the Statement of Financial Position. Straight-line operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under NZ IFRS 16 will be higher when compared to lease expenses under NZ IFRS 16. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the Statement of Cash Flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in financing activities. For lessor accounting, the Standard does not substantially change how a lessor accounts for leases.
Impact of adoption NZ IFRS 16 was adopted using the modified retrospective approach and as such the comparatives have not been restated. The impact of adoption on opening accumulated losses as at 1 April 2019 was as follows:
| Operating lease commitments as at 1 April 2019 (NZ IFRS 117) Operating lease commitments discount based on the weighted average of the incremental borrowing rate of 6.6% (NZ IFRS 16) Right-of-use assets (NZ IFRS 16) Lease liabilities - current (NZ IFRS 16) Lease liabilities - non-current (NZ IFRS 16) Impact on opening accumulated losses as at 1 April 2019 See note 13 for further information. |
1 April 2019 734,286 (61,574) 672,712 (253,351) (419,361) |
|---|---|
| - | |
New and revised NZ IFRSs in issue but not yet effective
The XRB have issued a number of Standards, amendments, and interpretations which are not yet effective and which may have an impact on the Group's Financial Statements. These are detailed below. The Group has not yet applied these in preparing these financial statements.
NZ IFRS 3 Definition of a Business
In December 2018, the New Zealand Accounting Standards Board (NZASB) issued amendments to the definition of a business in NZ IFRS 3 Business Combinations to help entities determine whether an acquired set of activities and assets is a business or not. They clarify the minimum requirements for a business, remove the assessment of whether market participants are capable of replacing any missing elements, add guidance to help entities assess whether an acquired process is substantive, narrow the definitions of a business and of outputs, and introduce an optional fair value concentration test. New illustrative examples were provided along with the amendments. Amendments are effective for reporting periods beginning on or after 1 January 2020. Since the amendments apply prospectively to transactions or other events that occur on or after the date of first application, the Group will not be affected by these amendments on the date of transition.
IAS 1 and IAS 8 Definition of Material
In December 2018, the NZASB issued amendments to NZ IAS 1 Presentation of Financial Statements and NZ IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to align the definition of ‘material’ across the Standards and to clarify certain aspects of the definition. The new definition states that, ’Information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.’ Amendments are effective for reporting periods beginning on or after 1 January 2020.The amendments to the definition of material is not expected to have a significant impact on the Group’s consolidated financial statements.
New Zealand Equivalent to the IASB Conceptual Framework for Financial Reporting
In May 2018, the NZASB issued the New Zealand Equivalent to the IASB Conceptual Framework for Financial Reporting (2018 NZ Conceptual Framework) that describes the objective of, and the concepts for, general purpose financial reporting. The 2018 NZ Conceptual Framework is not a Standard. Nothing in the 2018 NZ Conceptual Framework overrides any Standard or any requirement in a Standard. The 2018 NZ Conceptual Framework is effective for reporting periods beginning on or after 1 January 2020. It does not have an impact on the Group’s consolidated financial statements.
Key sources of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Impairment of non-current assets
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.
As announced on 3 April 2020, the Directors resolved to the dissolution of its wholly owned subsidiaries in the USA, as a result the Goodwill was fully impaired as at 31 March 2020.
Critical judgements in applying accounting policies
The following are the critical judgements, apart from those involving estimations (see below), that management have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements.
Presentation currency
The functional currency of the Group is measured using the currency of the primary economic environment in which that entity operates. The financial statements are presented in Australian dollars which is the Group’s presentation currency.
Page 19
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
Siginificant Changes in the Current Reporting Period
The Company finalised its hemp farm trials and has scaled back its exposure to its US based project. The drop in the CBD hemp price has had a significant impact on the industry and CropLogic is continuing to review its strategy for this part of its business. CropLogic does not intend to crop CBD hemp going forward. In the interest of reducing operating costs, the Company also reduced its employee size.
CropLogic has negotiated an agreement (New ProAg Agreement) that will license the CropLogic soil moisture monitoring technology, including the software source code for CropLogic realTime, to Professional Ag Services, Inc. and transfer the assets of the ProAg business, including customers and personnel, to the vendors of the original ProAg services business, [Professional Ag Services, Inc., a Washington corporation], (ProAg Vendors).
These decisions allowed CropLogic to reduce its ongoing employee obligations to core staff, greatly reducing its running costs, whilst also maintaining a continued presence in the Pacific North West and developing its technology via Professional Ag Services, Inc as a licensee.
3 Segment Information
The Chief Executive Officer and members of the executive team are the Group’s chief operating decision makers. They have determined that based on the information they use for the purposes of allocating resources and assessing performance, the Group itself forms three segments. These segments are organised in geographical locations.
The segments of the Group are composed of the following:
-
New Zealand
-
United States
-
Australia
Financial Information
The Group's chief operating decision makers primarily use a measure of adjusted earnings before tax, to assess the performance of the operating segments. However, the decision makers also receive information about the segments’ revenue and assets on a monthly basis. The revenue represents revenue generated from both internal and external customers. The accounting policies of the reportable segments are the same as the Group's accounting policies described in the policy notes. Where costs are incurred on behalf of another segment, these costs are subsequently recognised in the segment to which they relate. Sales between segments are carried out at arm’s length and are eliminated on consolidation. The revenue from external parties is measured in the same way as in the Statement of Profit or Loss.
| Segment revenue and profit (loss) 31 March 2020 31 March 2019 $ $ Australia 47,263 22,964 New Zealand 1,349 15,786 United States 2,102,407 2,151,789 Loss before tax and eliminations 2,151,019 2,190,539 Intersegment Eliminations (74,220) - Income tax expenses - - 2,076,799 2,190,539 CropLogic Aerial Imagery Hydroprobe CropLogic RealTime Telemetry Other miscellaneous income Intersegment Eliminations The Group does not have any significant customers from which a substantial portion of revenue is derived. Australia New Zealand United States Revenue from external customers for the period Revenue The following is an analysis of the Group's revenue from its major products and services. Year ended Consolidated revenue and loss |
31 March 2020 31 March 2019 $ $ 47,263 22,964 1,349 15,786 2,102,407 2,151,789 Revenue Year ended |
31 March 2020 31 March 2019 $ $ 47,263 22,964 1,349 15,786 2,102,407 2,151,789 Revenue Year ended |
31 March 2020 31 March 2019 $ $ (1,568,509) (1,538,751) (5,307,695) (2,064,970) (11,926,172) (925,070) Year ended Segment profit |
31 March 2020 31 March 2019 $ $ (1,568,509) (1,538,751) (5,307,695) (2,064,970) (11,926,172) (925,070) Year ended Segment profit |
|---|---|---|---|---|
| 2,151,019 | 2,190,539 | (18,802,376) | (4,528,791) | |
| (74,220) - |
- - |
1,759,090 | 15,401 (233,345) |
|
| 2,076,799 | 2,190,539 | (17,043,286) | (4,746,735) | |
| venue is derived. | 31 March 2020 31 March 2019 $ $ 111,369 304,470 1,304,036 1,399,680 685,329 440,997 41,826 - 8,459 45,392 (74,220) - Year ended |
|||
| 2,076,799 | 2,190,539 | |||
| 31 March 2020 31 March 2019 47,263 22,964 1,349 15,786 2,028,187 2,151,789 Year ended |
||||
| 2,076,799 | 2,190,539 |
Page 20
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
3 Segment Information (continued)
Segment assets and liabilities
For the purpose of monitoring segment performance and allocating resources between segments all assets and liabilities are allocated to reportable segments. The following is an analysis of the Group's assets and liabilities by reportable operating segment:
| analysis of the Group's assets and liabilities by reportable operating segment: | ||
|---|---|---|
| Assets Australia New Zealand United States Intersegment Eliminations Consolidated assets as per Statement of Financial Position Liabilities Australia New Zealand United States Intersegment Eliminations Consolidated liabilities as per Statement of Financial Position Australia New Zealand United States Intersegment Eliminations Consolidated non-current assets as per Statement of Financial Position The Group's non-current assets (excluding financial instruments and deferred tax balances) by location of assets are Non-current assets |
31 March 2020 $ 54,798 12,251,273 1,428,051 (12,251,273) |
31 March 2019 $ 238,834 7,836,864 4,237,267 (5,580,508) |
| 1,482,849 | 6,732,457 | |
| 31 March 2020 $ 1,456,624 8,352,245 13,806,708 (13,597,836) |
31 March 2019 $ 1,777,584 366,018 3,437,813 (3,229,326) |
|
| 10,017,741 | 2,352,089 | |
| 31 March 2020 31 March 2019 - 38,648 - 3,212,100 - 2,960,207 - (788,569) detailed below; As at |
||
| - | 5,422,386 |
Page 21
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
4 Revenue
The group recognises revenue as follows;
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer; the group 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 on the basis of the relative standalone 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 initially recognised as deferred revenue in the form of a separate refund liability.
Rendering of services
Revenue from a contract to provide services is recognised when the service is provided (performance obligation in the contract is completed).
Hydropobe
Revenue from the rendering of Hydropobe services is recognised when the service is provided.
CropLogic RealTime
Revenue from the rendering of CropLogic RealTime services is recognised when the service is provided.
Sale of goods
Sales of CropLogic RealTime units are recognised as revenue when the products pass from the physical control of the Group pursuant to an enforceable contract, when selling prices are known or can be reasonably estimated and when the products are in a form that requires no further treatment by the Group.
CropLogic Aerial Imagery
Revenue from the rendering of CropLogic Aerial Imagery services is recognised when the service is provided.
| Revenue from contracts with customers recognised at a point in time Sale of services Sale of goods |
31 March 2020 31 March 2019 $ $ 2,054,224 2,151,789 22,575 38,750 Year ended |
31 March 2020 31 March 2019 $ $ 2,054,224 2,151,789 22,575 38,750 Year ended |
|---|---|---|
| 2,076,799 | 2,190,539 |
5 Investment Income Finance 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 asset's net carrying amount on initial recognition. Interest revenue is recorded gross of resident withholding tax.
| Interest Income received by asset category Cash and short term deposits Total investment income Other gains and losses Net loss arising on financial liabilities designated as FVTPL Disposal of Non-current Assets gains/(losses) Foreign exchange gains/(losses) Total gains/(losses) |
31 March 2020 31 March 2019 $ $ 4,085 11,046 Year ended |
31 March 2020 31 March 2019 $ $ 4,085 11,046 Year ended |
|---|---|---|
| 4,085 | 11,046 | |
| 31 March 2020 31 March 2019 $ $ - (76,731) (1,043,162) - 426,661 (63,174) Year ended |
||
| (616,501) | (139,905) |
- 6 Other gains and losses
Page 22
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
| Finance Costs Interest on bank loans and overdrafts Interest on third party loans Interest on ROU Lease Liability Costs associated with the Issue of Convertible notes Total interest expense for financial liabilities not classified as at FVTPL |
31 March 2020 31 March 2019 $ $ 211 154 129,338 26,065 106,543 - 857,613 - Year ended |
31 March 2020 31 March 2019 $ $ 211 154 129,338 26,065 106,543 - 857,613 - Year ended |
|---|---|---|
| 1,093,705 | 26,219 |
7 Finance Costs
Finance costs relating to financial liabilities classified as at fair value through profit or loss are included in 'other gains and losses' in the note above.
8 Profit for the year
Sales tax
Revenue, expenses, assets and liabilities are recognised net of the amount of any sales tax except:
- where the amount of sales tax incurred is not recovered from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or - for receivables and payables which are recognised inclusive of sales tax (the net amount of sales tax recoverable from or payable to the taxation authority is included as part of receivables or payables).
Sales tax includes New Zealand Goods and Services Tax (GST), Australian Goods and Services tax (GST) and US sales taxes (where applicable).
Overhead Allocation
The presentation of the Profit and Loss by function requires certain overhead costs to be allocated to the function. These allocations require management to apply judgement. Some general and administration costs not relating to capitalised development assets have been allocated to functions based on employee activity.
| Loss for the year has been arrived at after charging: PersDepreciation & amortisation Amortisation of intangible assets Depreciation of property, plant and equipment Depreciation of right of use assets Total depreciation and amortisation expense Employee benefits expense Employee entitlements Defined contribution plans Share-based payments - ordinary shares (see note 28) Share-based payments - performance rights (see note 28) Other employee benefits Less: employee benefits capitalised Total employee benefits expense Impairment of Assets Property, Plant and Equipment Right-of-use assets Goodwill Other intangibles Biological assets Inventory Trade and Other receivables Other assets Total Impairment Fees paid to auditors Audit of the financial statements Review of the financial statements Total fees paid to auditors |
31 March 2020 31 March 2019 $ $ 90,685 191,193 460,170 460,365 668,206 - Year ended |
31 March 2020 31 March 2019 $ $ 90,685 191,193 460,170 460,365 668,206 - Year ended |
|---|---|---|
| 1,219,061 | 651,558 | |
| 2,654,695 110,413 361,019 182,694 326,297 - |
2,491,956 91,108 25,000 23,972 - - |
|
| 3,635,118 | 2,632,036 | |
| 842,881 1,276,463 2,220,490 935,942 2,291,171 81,366 68,912 21,786 |
- - - - - - - - |
|
| 7,739,011 | - | |
| 25,000 30,000 |
45,000 30,000 |
|
| 55,000 | 75,000 |
Page 23
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
9 Income Tax
Current tax for the year
Tax expense comprises current and deferred tax. Income tax is recognised in the Income Statement except when it relates to items recognised directly in other comprehensive income (in which case the income tax is recognised in other comprehensive income). Income tax is based on tax rates and regulation enacted in the jurisdictions in which the entiites operate.
Deferred Tax
Deferred income tax is recognised on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates and laws that have been enacted or subsequently enacted by the balance date and are expected to apply when the related deferred income tax asset or liability is realised or settled. An exception is made for certain timing differences arising from the initial recognition of an asset or liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
| Income tax recognised in profit & loss: Current Tax Deferred Tax Total income tax expense (benefit) recognised in the current year Loss before tax Income tax expense calculated at 27.5% (2019: 27.5%) Effect of expenses that are not deductible in determining taxable profit Reversal of R&D rebate Effect of unused tax losses not recognised as deferred tax assets Income tax expense (benefit) recognised in profit or loss Expense (benefit) arising from previously unrecognised tax losses, tax credits or temporary differences of a prior period Benefit arising from previously unrecognised tax losses, tax credits or temporary differences of a prior period The income tax expense for the year can be reconciled to the accounting profit as follows: |
31 March 2020 31 March 2019 $ $ - 233,345 Year ended |
31 March 2020 31 March 2019 $ $ - 233,345 Year ended |
|---|---|---|
| - - |
233,345 - |
|
| - | - | |
| - | 233,345 | |
| 31 March 2020 31 March 2019 $ $ (17,043,286) (4,513,390) (4,686,904) (1,241,182) 2,128,228 7,009 - (233,345) 2,558,676 1,234,173 Year ended |
||
| 4,686,904 | 1,007,837 | |
| - | (233,345) |
The tax rate used above is 27.5% (2019: 27.5%) which is the corporate tax rate payable by corporate entities in Australia on taxable profits as determined by the Directors under tax law in that jurisdiction.
| Current tax assets and liabilities Current tax assets Tax refund receivable Current tax liability Reversal of R&D rebate (Including Foreign exchange variance and Interest) Tax losses and other temporary timing differences Deferred tax assets not recognised The analysis of deferred tax assets and liabilities at 27.5% (2019: 27.5%) are below: |
31 March 2020 31 March 2019 $ $ Year ended |
31 March 2020 31 March 2019 $ $ Year ended |
|---|---|---|
| - 1,432 |
||
| 31 March 2020 31 March 2019 $ $ 255,895 233,345 Year ended |
||
| 255,895 | 233,345 | |
| 31 March 2020 31 March 2019 $ $ 3,435,188 876,512 Year ended |
||
| 3,435,188 (3,435,188) |
876,512 (876,512) |
|
| - | - |
Page 24
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
9 Income Tax (continued)
The Group has estimated tax losses carried forward of $14.9 million (2019: $5.6 million) subject to jurisdiction limitations and meeting certain loss recoupment rules. The Group has no deferred research and development deductions (2019: $nil). Deferred tax assets, mainly represented by tax losses have not been recognised as there is significant uncertainty whether the Group will meet the requirements to utilise these tax losses in future or generate taxable profits.
As a result of the change in tax residency, the group has quarantined tax losses of $1,859,305 in the New Zealand tax jurisdiction.These will be available at such time that revenue is generated in New Zealand.
The group received $233,345 in 2019 from New Zealand inland Revenue under the Research and Development Tax Losses "Cash Out" scheme. The amount is required to be repaid due to the company becoming an Australian tax resident during the year.
| Imputation credits New Zealand Imputation credits available for use |
31 March 2020 $ |
31 March 2019 $ |
|---|---|---|
| - | 5,168 |
The 2019 comparatives for the income tax note have been adjusted to be consistent with the 2020 format. The overall tax position has not changed.
10 Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its shares. Basic EPS is calculated by dividing the net loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares on issue during the year, excluding shares purchased and held as treasury shares (if any).
Diluted EPS is determined by adjusting the net loss attributable to ordinary shareholders and the weighted average number of ordinary shares on issue for the effects of all dilutive potential ordinary shares, which comprise treasury shares and options granted to employees and Directors. Potential ordinary shares are treated as dilutive when their conversion to ordinary shares would decrease EPS or increase the loss per share.
| ordinary shares would decrease EPS or increase the loss per share. | ||||
|---|---|---|---|---|
| Year ended | ||||
| 31 March 2020 | 31 March 2019 | |||
| Cents per share | Cents per share | |||
| Basic earnings per share | (4.33) | (2.66) | ||
| Diluted earnings per share | (4.33) | (2.66) | ||
| Basic and diluted earnings per share |
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:
| Year ended | |||
|---|---|---|---|
| 31 March 2020 | 31 March | 2019 | |
| $ | $ | ||
| Loss for the year attributable to members of the parent entity | (17,043,286) | (4,513,390) | |
| Weighted average number of ordinary shares for the purposes of basic earnings per share | 393,784,518 | 169,681,818 |
Page 25
CropLogic Limited
Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
11 Reconciliation of Cash Flows from Operations
| Reconciliation of Cash Flows from Operations | Reconciliation of Cash Flows from Operations | ||||
|---|---|---|---|---|---|
| Loss for the period (Less)/plus non cash items Depreciation & amortisation Loss on disposal of assets Financial instruments at FVTPL Net foreign exchange (gains)/losses Impairment Finance costs Share based payments (Less)/plus changes in working capital Decrease/(increase) in trade & other receivables (Decrease)/increase in biological assets (Decrease)/increase in income tax payable Decrease/(increase) in stock & work in progress Decrease/(increase) in other current assets (Decrease)/increase in trade & other payables (Decrease)/increase in other current liabilities Net cash inflow/(outflow) from operating activities Reconciliation of liabilities arising from financing activities 2019 Related party borrowings - Long term borrowings (i) 478,988 Asset Borrowings (ii) 167,896 Convertible notes (iii) - 646,884 |
Cash flows 607,334 - - 6,107,382 |
31 March 2020 31 March 2019 $ $ (17,043,286) (4,746,735) 1,219,061 651,558 1,043,162 7,431 (421,748) 76,731 - - 5,447,840 - 992,030 26,219 683,714 43,972 56,262 (35,397) (3,591,171) - 1,432 236,888 - 16,318 777,682 (692,247) (63,415) 430,553 (111,923) (171,969) (11,010,360) (4,156,678) Acquisitions Other 2020 - - 607,334 - 27,874 506,862 - (167,896) - - - 6,107,382 Non-cash changes Year ended |
31 March 2020 31 March 2019 $ $ (17,043,286) (4,746,735) 1,219,061 651,558 1,043,162 7,431 (421,748) 76,731 - - 5,447,840 - 992,030 26,219 683,714 43,972 56,262 (35,397) (3,591,171) - 1,432 236,888 - 16,318 777,682 (692,247) (63,415) 430,553 (111,923) (171,969) Year ended |
||
| **(11,010,360) ** | (4,156,678) | ||||
| 2020 607,334 506,862 - 6,107,382 |
|||||
| 646,884 | 6,714,716 | - | **(140,022) ** | 7,221,578 |
(i) Other movements in long term borrowings is capitalised interest.
(ii) Asset borrowings relates to HP asset liabilities returned to financier
(iii) USD$4.25 million (approx. AUD$6.1 million) by way of a debt instrument with Atlas Capital Markets
Page 26
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
12 Property, Plant & Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes all expenditure that is directly attributable to the acquisition of the item. Subsequent costs are capitalised if it is probable that the future economic benefits will flow to the Group and the costs can be measured reliably. All other maintenance costs are recognised as an expense as incurred.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the allowed method which best represents the consumption of the economic benefits. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
The asset's residual values and residual lives are reviewed and adjusted if appropriate at each balance date. If an asset's carrying amount is greater than its estimated recoverable amount, the carrying amount is immediately written down to its recoverable amount.
| Carrying amounts of: Plant & equipment Fixtures & fittings Work in progress at cost Cost Plant & equipment $ Balance at 1 April 2018 1,906,227 Additions 3,949 Transfer 325,193 Disposals (53,693) Effect of foreign currency exchange 135,870 Balance at 31 March 2019 ~~2,317,546~~ Additions 77,325 Disposals (2,078,066) Effect of foreign currency exchange 82,453 Impairment (399,258) Balance at 31 March 2020 - Balance at 1 April 2018 320,550 Eliminated on disposals of assets (46,459) Depreciation expense 366,612 Effect of foreign currency exchange differences 17,459 Balance at 31 March 2019 658,162 Eliminated on disposals of assets (705,360) Depreciation expense 309,592 Effect of foreign currency exchange differences 10,909 Impairment (273,303) Balance at 31 March 2020 - Accumulated depreciation and impairment Motor Vehicles |
Carrying amounts of: Plant & equipment Fixtures & fittings Work in progress at cost Cost Plant & equipment $ Balance at 1 April 2018 1,906,227 Additions 3,949 Transfer 325,193 Disposals (53,693) Effect of foreign currency exchange 135,870 Balance at 31 March 2019 ~~2,317,546~~ Additions 77,325 Disposals (2,078,066) Effect of foreign currency exchange 82,453 Impairment (399,258) Balance at 31 March 2020 - Balance at 1 April 2018 320,550 Eliminated on disposals of assets (46,459) Depreciation expense 366,612 Effect of foreign currency exchange differences 17,459 Balance at 31 March 2019 658,162 Eliminated on disposals of assets (705,360) Depreciation expense 309,592 Effect of foreign currency exchange differences 10,909 Impairment (273,303) Balance at 31 March 2020 - Accumulated depreciation and impairment Motor Vehicles |
Fixtures & fittings $ 41,551 - - - 728 |
Motor Vehicles $ 550,720 213,916 - (74,681) 46,185 |
31 March 2020 31 March 2019 $ $ - 1,659,384 - 31,942 - 604,352 - - Year ended |
31 March 2020 31 March 2019 $ $ - 1,659,384 - 31,942 - 604,352 - - Year ended |
|---|---|---|---|---|---|
| - | 2,295,678 | ||||
| Work in progress at cost $ 312,436 15,237 (325,193) - (2,480) |
Total $ 2,810,934 233,102 - (128,374) 180,303 |
||||
| ~~42,279~~ - - (1,167) (41,112) |
~~736,140~~ 274,354 (336,426) 29,901 (703,969) |
~~-~~ - - - - |
~~3,095,965~~ 351,679 (2,414,492) 111,187 (1,144,339) |
||
| - | - | - | - | - | |
| 3,429 - 6,677 231 |
55,462 (16,781) 87,075 6,032 |
- - - - |
379,441 (63,240) 460,364 23,722 |
||
| 10,337 - 5,023 (344) (15,016) |
131,788 (269,741) 145,555 5,537 (13,139) |
- - - - - |
800,287 (975,101) 460,170 16,102 (301,458) |
||
| - | - | - | - | - |
The following useful lives are used in the calculation of depreciation:
Plant & equipment 3 years - 14 years Fixtures & fittings 3 years - 10 years Equipment under finance lease 7 years
Assets pledged as security
The Group holds borrowings as disclosed in note 22. The borrowings were secured against the motor vehicle assets which had a carrying amount of $611,684 as at 31 March 2019. During the year ended 31 March 2020, some of the secured vehicles were sold. Subsequent to the year end, the Group went into Voluntary administration. As such, the group's assets have been carried at nil value as at 31 March 2020.
Page 27
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
13 Lease Assets and Liabilities 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 Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group 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.
| i) NZ IFRS 116 related amounts recognised in the balance sheet Right-of-use assets: Leased buildings Accumulated depreciation Impairment Total right-of-use asset Movement in carrying amounts: Leased buildings: Recognised on initial application of NZ IFRS 116 (previously classified as operating leases under NZ IFRS 117) Opening balance Addition to right-of-use asset Depreciation expense Impairment expense Net carrying amount ii) NZ IFRS 116 related amounts recognised in the statement of profit or loss Depreciation charge related to right-of-use assets Interest expense on lease liabilities |
31 March 2020 31 March 2019 $ $ 1,944,669 - (668,206) - (1,276,463) - Year ended |
31 March 2020 31 March 2019 $ $ 1,944,669 - (668,206) - (1,276,463) - Year ended |
|---|---|---|
| - | - | |
| 672,712 672,712 1,271,957 (668,206) (1,276,463) |
- - - - - |
|
| - | - | |
| 668,206 106,543 |
- - |
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
| Current lease liability Non-current lease liability Total lease liability |
31 March 2020 31 March 2019 $ $ 820,761 - 844,734 - Year ended |
31 March 2020 31 March 2019 $ $ 820,761 - 844,734 - Year ended |
|---|---|---|
| 1,665,495 | - |
Page 28
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
14 Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
| Cost Balance at the beginning of the year Effects of foreign currency exchange differences Balance at the end of the period Accumulated impairment losses Balance at beginning of the year Impairment losses recognised in the year Effects of foreign currency exchange differences Balance at the end of the year Net book value At the beginning of the year At the end of the year Additional amounts recognised from business combinations occurring during the period Adjustments resulting from the subsequent recognition of deferred tax assets |
31 March 2020 31 March 2019 $ $ 2,128,802 1,971,893 - - - - 91,688 156,909 Year ended |
31 March 2020 31 March 2019 $ $ 2,128,802 1,971,893 - - - - 91,688 156,909 Year ended |
|---|---|---|
| 2,220,490 | 2,128,802 | |
| 31 March 2020 31 March 2019 $ $ - - (2,220,490) - - - Year ended |
||
| (2,220,490) | - | |
| 2,128,802 | 1,971,893 | |
| - | 2,128,802 |
Allocation of goodwill to cash-generating units
Goodwill has been allocated for impairment testing purposes to the US operations as a cash-generating unit. Before recognition of any impairment losses the carrying amount of goodwill was allocated as follows:
| US operations - ProAg CropLogic LLC | 31 March 2020 31 March 2019 $ $ Year ended |
31 March 2020 31 March 2019 $ $ Year ended |
|---|---|---|
| - | 2,128,802 |
Goodwill as at 31 March 2020
The goodwill associated with ProAg CropLogic LLC arose when the Group acquired the business of Professional Ag. Services Inc. in April 2017.
The Group negotiated an agreement (New ProAg Agreement) that will license the CropLogic soil moisture monitoring technology, including the software source code for CropLogic realTime, to Professional Ag Services Inc. and transfer the assets of the ProAg business, including customers and personnel, to the vendors of the original ProAg services business, [Professional AgServices, Inc., a Washington corporation], (ProAg Vendors).
As such, the Goodwill recorded in relation to ProAg CropLogic LLC has been written-down to nil.
Page 29
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
15 Other intangible assets Intangible assets
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
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.
An internally-generated 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 the 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. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
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 that are acquired separately.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
Impairment of intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount is the greater of fair value less costs to sell or the asset's value in use. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
Page 30
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
15 Other intangible assets (continued)
| Carrying amounts of IP Rights Other Intangibles Capitalised development assets IP Rights Cost $ $ Balance at 1 April 2018 331,077 529,275 Additions - - Additions from internal developments 1,977 - Effect of foreign currency translation differences 4,182 9,281 Balance at 31 March 2019 337,236 538,556 Additions - - Effect of foreign currency translation differences (3,324) (14,861) Impairment (333,912) (523,695) Balance at 31 March 2020 - - Balance at 1 April 2018 10,737 131,002 Amortisation expense 70,724 43,919 Impairment Effect of foreign currency translation differences 2,062 3,424 Balance at 31 March 2019 83,523 178,345 Amortisation expense 8,929 79,019 Effect of foreign currency translation differences (10,970) (29,959) Impairment (81,482) (227,405) Balance at 31 March 2020 - - The following useful lives are used in the calculation of amortisation. 3 years IP Rights 10 - 12.5 years 10 years Capitalised development assets Telemetry IP and Customer Relationships Accumulated amortisation & impairment Capitalised development assets Telemetry IP and Customer Relationships |
Carrying amounts of IP Rights Other Intangibles Capitalised development assets IP Rights Cost $ $ Balance at 1 April 2018 331,077 529,275 Additions - - Additions from internal developments 1,977 - Effect of foreign currency translation differences 4,182 9,281 Balance at 31 March 2019 337,236 538,556 Additions - - Effect of foreign currency translation differences (3,324) (14,861) Impairment (333,912) (523,695) Balance at 31 March 2020 - - Balance at 1 April 2018 10,737 131,002 Amortisation expense 70,724 43,919 Impairment Effect of foreign currency translation differences 2,062 3,424 Balance at 31 March 2019 83,523 178,345 Amortisation expense 8,929 79,019 Effect of foreign currency translation differences (10,970) (29,959) Impairment (81,482) (227,405) Balance at 31 March 2020 - - The following useful lives are used in the calculation of amortisation. 3 years IP Rights 10 - 12.5 years 10 years Capitalised development assets Telemetry IP and Customer Relationships Accumulated amortisation & impairment Capitalised development assets Telemetry IP and Customer Relationships |
IP Rights $ 529,275 - - 9,281 |
Other Intangibles $ 19,497 952 - 365 |
31 March 2020 31 March 2019 $ $ - 253,713 - 360,211 - 15,531 - 368,451 Year ended |
31 March 2020 31 March 2019 $ $ - 253,713 - 360,211 - 15,531 - 368,451 Year ended |
|---|---|---|---|---|---|
| - | 997,906 | ||||
| Telemetry IP and Customer Relationships $ 903,512 - - 9,666 |
Total $ 1,783,361 952 1,977 23,494 |
||||
| 337,236 - (3,324) (333,912) |
538,556 - (14,861) (523,695) |
20,814 - (4,734) (16,080) |
913,178 6,711 (27) (919,862) |
1,809,784 6,711 (22,946) (1,793,549) |
|
| - | - | - | - | - | |
| 131,002 43,919 3,424 |
3,386 1,548 349 |
459,737 75,002 9,988 |
604,862 191,193 - 15,823 |
||
| 83,523 8,929 (10,970) (81,482) |
178,345 79,019 (29,959) (227,405) |
5,283 2,737 (150) (7,870) |
544,727 - - (544,727) |
811,878 90,685 (41,079) (861,484) |
|
| - | - | - | - | - | |
Significant intangible assets
Plant & Food Intellectual Property Rights were acquired on 31 May 2016. They provide the Group the rights to market, promote, distribute and supply the system and method for managing and predicting crop performance in the commodities of Cotton, Soybean, Maize and Wheat in the jurisdiction of the United States of America.
Telemetry Intellectual Property and related customer relationships of Indigo Systems were acquired in October 2014. The Telemetry Asset acquired relates to IP, hardware, proprietary software stack, and backend systems required to manage the communication of data from field-based data acquisition devices to the CropLogic "cloud", where that data is analysed and presented in a usable manner for decision support. Combined with the existing low-power long-range mesh networking technology, this IP is an important part of CropLogic's data acquisition strategy.
Capitalised development assets include the internally generated intangible assets: Mobile app for customers, Growerview website, management platform (web based map showing location and status of deployed assets and alerting system), and aerial imaging software.
Subsequent to the year end, the Group went into Voluntory Administration. As such, the Group's assets have been carried at nil value as at 31 March 2020.
Page 31
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
| 16 Biological Assets Additions during the year Impairment |
31 March 2020 31 March 2019 $ $ 3,591,171 (2,291,171) - Year ended |
31 March 2020 31 March 2019 $ $ 3,591,171 (2,291,171) - Year ended |
|---|---|---|
| 1,300,000 | - |
Biological assets, in the form of planted hemp crops, are accounted for under NZ IAS 41 agriculture, which requires that the assets be measured at fair value less costs to sell.
As announced on 14th February 2020, the hemp market and prices are volatile and therefore subject to change however the Company had attributed a value on the 2019 hemp crop at that time in the range of AU$580,000 (low estimate) to AU$2,090,000 (high estimate) with a mid-point of AU$1,300,000, with the Company adopting the mid-point of AU$1,300,000 for accounting purposes.
As announced on 14 February 2020 NW Ag Solutions LLC (‘NWAS’), a provider of agricultural services to LogicalCropping had placed a lien over the hemp crop, and Bradley V. Shephard and Stanley V Shephard (Shephard Bros), a landlord to LogicalCropping had advised of their potential intention to place a lien over the hemp crop. As announced at the time, the Company disputed elements of NW Ag Solutions LLC claim. The Bradley V. Shephard and Stanley V. Shephard leases are for approximately 2 further years.
Subsequent to the year end, the Company has agreed a settlement where NWAS and the Shephard Bros will each receive 50% of the entire 2019 hemp crop including the trimmed flower. Thus NWAS and Shephard Bros will each receive the equivalent of AU$650,000 in the agreed settlement, and the liens are effectively removed.
17 Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved when the Company has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Inter-company transactions and balances between Group companies are eliminated on consolidation.
The financial statements in each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The assets and liabilities of these entities are translated at rates approximating the exchange rates existing at balance date. Revenue and expenses are translated at rates approximating the exchange rates ruling at the dates of transactions. The exchange gains or losses arising on translation are recorded in other comprehensive income and accumulated in the foreign currency translation reserve in equity.
| Proportion of ownership interest and | Proportion of ownership interest and | ||||
|---|---|---|---|---|---|
| Place of incorporation | voting power held by the Group | ||||
| Name of subsidiary | Principal activity | Functional Currency | & operation | 31 March 2020 | 31 March 2019 |
| Indigo Systems Limited | Telemetry | NZD | New Zealand | 100% | 100% |
| CropLogic USA LLC | Holdingcompany | USD | United States | 100% | 100% |
| ProAgCropLogic LLC | Agronomyservices | USD | United States | 100% | 100% |
| CropLogic Australia PTY LTD | Agtech Services | AUD | Australia | 100% | 100% |
| Lincoln Agriculture PTY LTD | Holdingcompany | AUD | Australia | 100% | 100% |
| CLPA HoldingCompany | Holdingcompany | USD | United States | 100% | 100% |
| LogicalCropping LLC | CBD Producing Industrial Hemp |
USD | United States | 100% | 100% |
Change in the Group's ownership interest in a subsidiary
No new subsidiaries were incorporated during the year.
Page 32
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
| Trade and other receivables Trade receivables Allowance for doubtful debts Age of receivables that are past due but not impaired 91-120 days |
31 March 2020 31 March 2019 $ $ - 56,262 - - Year ended |
31 March 2020 31 March 2019 $ $ - 56,262 - - Year ended |
|---|---|---|
| - | 56,262 | |
| 31 March 2020 31 March 2019 $ $ - 43,753 Year ended |
||
| - | 43,753 |
18 Trade and other receivables
In determining the expected credit losses on a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the end of the reporting period. The concentration of credit risk is limited due to the fact that the customer base is large and unrelated.
| Other current assets Prepayments |
31 March 2020 31 March 2019 $ $ - 777,682 As at |
31 March 2020 31 March 2019 $ $ - 777,682 As at |
|---|---|---|
| - | 777,682 |
19 Other current assets
Majority of the prepayments at 31 March 2019 were industrial hemp trial farming activities that commenced post year end.
| 20 Issued Capital Issued capital comprises 416,605,449 fully paid ordinary shares (31 March 2019: 296,602,740) Fully paid ordinary shares Balance at 31 March 2018 Balance at 31 March 2019 Balance at 31 March 2020 Fully paid ordinary shares issued at $0.040 - share based payment Fully paid ordinary shares issued at $0.060 Costs directly attributable to the cost of issuing shares Fully paid ordinary shares issued at $0.040 Fully paid ordinary shares issued at $0.080 - share based payment Fully paid ordinary shares issued at $0.038 - share based payment Costs directly attributable to the cost of issuing shares Fully paid ordinary shares issued at $0.015 |
31 March 2020 31 March 2019 $ $ 21,554,462 16,763,787 As at |
31 March 2020 31 March 2019 $ $ 21,554,462 16,763,787 As at |
|---|---|---|
| 21,554,462 | 16,763,787 | |
| Number of shares 123,269,440 173,333,300 - |
Share capital $ 14,484,972 2,600,000 (321,185) |
|
| 296,602,740 | 16,763,787 | |
| 76,503,125 2,000,000 3,709,250 37,040,334 750,000 - |
3,060,125 80,000 142,064 2,222,420 60,000 (773,934) |
|
| 416,605,449 | 21,554,462 |
All shares rank equally with regard to the Group’s residual assets. The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Group. The shares have no par value.
During the 2020 year, the Group received services from suppliers where payment was settled by the issue of ordinary shares. The value of services was measured as the fair value of the shares issued. The fair value of the shares was based on the prices paid for equivalent shares by non-employee third parties at the same time. During 2019 there were no such transactions.
Of the above ordinary shares issued, 86,515,625 shares were issued for cash consideration, 2,000,000 issued in lieu of professional services and 31,487,084 on conversion of convertible notes.
Share issue transaction costs during the period of $772,822 (2019: $321,185) have been netted off against the amount recognised in equity.
Page 33
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
20 Issued Capital (continued) Long Term Incentive Plan
On 23 June 2017, the Group issued 1,125,925 performance rights with a fair value of $102,731 in three classes under its long term incentive plan for selected executives: Class A (533,333 rights), Class B (355,555 rights) and Class C (237,037 rights). The performance hurdles are:
-
(Class A): The Group's share price, as traded on ASX, increasing to not less than $0.30 (calculated on a volume weighted average basis over a continuous 30 trading day period)
-
during the first 12 months following the commencement of official quotation of the Group's shares on ASX
-
(Class B): The Company’s share price, as traded on ASX, increasing to not less than $0.45 (calculated on a volume weighted average basis over a continuous 30 trading day
-
period) during the period immediately following expiry of the time period specified in the Class A Performance Rights up to 24 months following the commencement of official quotation of the Company’s shares on ASX
• (Class C): The Company’s share price, as traded on ASX, increasing to not less than $0.675 (calculated on a volume weighted average basis over a continuous 30 trading day period) during the period immediately following expiry of the time period specified in the Class B Performance Rights up to 36 months following the commencement of official quotation of the Company’s shares on ASX
On 30 April 2018 703,703 of the performance rights with a fair value of 64,208 were forefeitted.
On 29 June 2018, the Group issued 6,601,156 performance rights in two classes under its long term incentive plan for selected executives: Tranche A (4,000,001 rights) andTranche B (2,601,155 rights).
The performance hurdles for Tranche A are:
-
666,667 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of between $0.10 and $0.14 for the 15 trading days following the end of the first 12 months of
-
employment; • 1,333,334 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of between $0.15 and $0.19 for the 15 trading days following the end of the first 12 months of
-
employment;
-
2,000,000 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of $0.20 or more for the 15 trading days following the end of the first 12 months of your
-
employment;
-
If all three milestones are achieved the maximum number of shares to be issued is 4,000,001.
The above Tranche A performance rights expired on the 19th of July 2019.
The performance hurdles for Tranche B are:
-
433,526 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of between $0.25 and $0.34 for the 15 trading days following the end of the first 3 years of employment;
-
867,052 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of between $0.35 and $0.44 for the 15 trading days following the end of the first 3 years of employment; • 1,300,577 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of $0.45 or more for the 15 trading days following the end of the first 3 years of your employment;
-
If all three milestones are achieved the maximum number of shares to be issued is 2,601,155.
The fair value of both tranches of performance rights issued in the current period is $54,120 and will be expensed over the vesting period.
On 19 August 2019, the Group issued 9,000,000 performance rights in two classes under its long term incentive plan to members of the Company's management: Tranche 1 (4,500,000 rights) and Tranche 2 (4,500,000 rights).
The performance hurdles for Tranche 1 are:
- 4,500,000 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of $0.08 for 30 trading days;
The performance hurdle for Tranche 2 are:
- 4,500,000 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of $0.10 for 30 trading days.
The fair value of both tranches of performance rights issued in the current period is $539,100 and will be expensed over the vesting period.
Page 34
CropLogic Limited
Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
| 21 Reserves Foreign currency translation reserve Share-based payment reserve: Performance rights Share options Shares granted (not issued) |
31 March 2020 31 March 2019 $ $ (1,630,518) 469,498 245,189 62,495 1,343,687 64,013 - 25,000 Year ended |
31 March 2020 31 March 2019 $ $ (1,630,518) 469,498 245,189 62,495 1,343,687 64,013 - 25,000 Year ended |
|---|---|---|
| (41,642) | 621,006 |
The foreign currency translation reserve's movement is solely as a result of exchange differences on translating foreign operations. These exchange differences related to the translation of the results and net assets of the Group's foreign operations from their functional currencies to the Group's presentation currency (i.e. Australian Dollars) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve.
| 22 Borrowings Unsecured - at amortised cost Loans from: related parties (i) other entities (ii) Secured - at amortised cost Asset Finance (iii) Current Non-current Summary of borrowing arrangements |
31 March 2020 31 March 2019 $ $ 6,714,716 - 506,861 478,988 Year ended |
31 March 2020 31 March 2019 $ $ 6,714,716 - 506,861 478,988 Year ended |
|---|---|---|
| 7,221,577 | 478,988 | |
| - | 167,896 | |
| - | 167,896 | |
| 7,221,577 - |
37,018 609,866 |
|
| 7,221,577 | 646,884 | |
(i) During the year, the Group secured USD$4.25 million (approximately AUD$6.1 million) by way of a debt instrument with Atlas Capital Markets, as per the announcement dated 29 May 2019. On 14 February 2020, as part of the CropLogc Review and Restructure, CropLogic entered into a Convertible Note Conversion Deed with Atlas Capital Markets. The Conversion Deed states that Atlas will convert a total of $US4,032,073.79 ($AU6,107,382), being the agreed amount owing to Atlas, into ordinary shares of the Company (Shares) at a conversion price of 2 cents. The conversion is subject to shareholder approval at a meeting to be held in the coming weeks. Atlas will also be issued further shares under two true-up mechanisms (subject to the terms and shareholder approval at the time of issue) and options exercisable at 2 cents and with a term of 5 years. Furthermore, CropLogic has entered into Convertible Note Conversion Deeds (Short-Term Loan Conversion Deeds) with Directors Mr. Steven Wakefield and Mr. Stephen Silver in respect of the loans announced on 14 February 2020 and in respect of the unsecured short-term funding loan with sophisticated investors announced on 20 December 2019. Under the Short-Term Loan Conversion Deeds, the lenders will convert the entire debts owed by the Company totalling $AU350,000 into 17,500,000 Shares at a conversion price of 2 cents. These conversions are subject to shareholder approval at a meeting.
At the General Meeting held on 14 April 2020 the above conversions were approved by the shareholders.
(ii) The Group holds a loan from Callaghan Innovation which was received to fund research and development. The loan accrues interest at 3% per annum and is capitalised to the loan annually where it is unpaid. The loan and any accrued interest is repaid at a rate of 3% of the product's revenue annually until the loan and accrued interest have been repaid in full.
(iii) These are asset finance for aquisition of motor vehicles. The term of the borrowings range from 9 to 60 months. The Group's obligations under finance are secured by the lessors' title to the leased assets. Interest rates underlying all obligations under the borrowings are fixed at respective contract dates ranging from 3% to 7% per annum.
As a result of the CropLogic Review and Restructure all vehicles assets under finance arrangements were returned to the financier, and related liability was extinguished.
Page 35
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
23 Contingent Consideration
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
| equity. | ||
|---|---|---|
| Current Non-current Total contingent consideration |
31 March 2020 31 March 2019 $ $ - 421,748 - - Year ended |
|
| - | 421,748 |
The fair value of the contingent consideration relates to the acquisition of Professional Ag Services Inc in financial year 2018. As announced on 23 March 2020, under the New ProAg Agreement, the ProAg vendors agreed to release the Company from its obligation to pay the final instalment of $US315,000. This has been outlined in further detail in note 26 financial instruments.
The Company had no contingent consideration liabilities as at 31 March 2020.
24 Other current liabilities
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
Liabilities for wages and salaries, including non-monetary benefits, annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.
| Current provisions Employee benefits Other provisions |
31 March 2020 31 March 2019 $ $ - 11,778 25,000 125,145 Year ended |
31 March 2020 31 March 2019 $ $ - 11,778 25,000 125,145 Year ended |
|---|---|---|
| 25,000 | 136,923 |
The provision for employee benefits represents annual leave and payroll entitlements accrued to date.
Other provisions represent the Group's best estimate of costs incurred to date where invoices have not yet been received from suppliers at year-end. The estimate is calculated by reference to future-dated invoices and percentage calculations of works incurred at the date of the financial statements. No discount rate has been applied.
| 25 Trade and other payables Trade payables |
31 March 2020 31 March 2019 $ $ Year ended |
31 March 2020 31 March 2019 $ $ Year ended |
|---|---|---|
| 849,774 | 913,189 |
Page 36
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
26 Financial instruments
Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 60 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.
Derecognition of financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.
On derecognition of a financial asset other than in its entirety (e.g. when the Group retains an option to repurchase part of a transferred asset), the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.
Page 37
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
26 Financial instruments (continued) Financial liabilities and equity instruments Classification as debt or equity
Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. The Group does not consider that it holds any equity instruments.
Financial liabilities
Financial liabilities are classified as either financial liabilities ‘at FVTPL' or ‘other financial liabilities'.
Financial liabilities at fair value through profit or loss (FVTPL) Financial liabilities are classified as at FVTPL when the financial liability is
(i) contingent consideration that may be paid by an acquirer as part of a business combination, to which NZ IFRS 3 applies, (ii) held for trading, or
(iii) it is designated as at FVTPL.
A financial liability is classified as held for trading if:
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘other gains and losses' line item. Fair value is determined in the manner described below.
Other financial liabilities
Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
Capital Management The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of net debt (borrowings as detailed in note 22 offset by cash and bank balances) and equity of the Group (comprising issued capital, reserves and retained earnings as detailed in note 20).
The Group is not subject to any externally imposed capital requirements.
Management reviews the capital structure of the Group on a regular basis. As part of this review, management considers the cost of capital and the risks associated with each class of capital.
| Categories of financial instruments | Year ended | |||
|---|---|---|---|---|
| 31 March | 2020 | 31 March | 2019 | |
| Financial Assets | $ | $ | ||
| Cash and bank balances | 182,849 |
474,694 | ||
| Loans and receivables | - | 56,262 | ||
| Financial Liabilities | ||||
| Contingent consideration for a business combination | - | 421,748 | ||
| Amortised cost | 9,761,846 |
1,560,074 |
Page 38
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
26 Financial instruments (continued) Financial risk management objectives
The Group has identified the following financial risks being market risk (including currency risk and interest rate risk) and credit risk.
The Group seeks to minimise the effects of market risks by holding cash in currencies where the Group predominately has trading businesses and regularly reviewing the interest rates on deposits to ensure the best return is obtained. Credit risk is minimised by ensuring there are no individual customers contributing to a significant portion of sales revenue. The Group has implemented a robust receivables process and as such the rate of default is very low.
Foreign currency risk management
Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency. The Group is exposed to foreign exchange risk currently arising as a result of undertaking commercial transactions involving the New Zealand dollar and United States dollar, and also as a result of holding cash and cash equivalents in New Zealand dollars (NZD) and United States dollars (USD). The Group does not use any derivative financial instruments to manage this foreign currency risk.
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:
| Liabilities | Assets | |||
|---|---|---|---|---|
| 31 March | 2020 | 31 March 2019 | 31 March 2020 | 31 March 2019 |
| $ | $ | $ | $ | |
| Currency of New Zealand |
1,912,849 | 592,043 | - | 12,998 |
| Currency of United States |
4,032,074 | 1,287,012 | 78,598 | 251,590 |
| Foreign currency sensitivity analysis | ||||
| The Group is mainly exposed to the currency of New Zealand and the currency of the United States. | ||||
| USD Impact | NZD Impact | |||
| 31 March | 2020 | 31 March 2019 | 31 March 2020 | 31 March 2019 |
| $ | $ | $ | $ | |
| Profit or loss |
585,735 | 132,334 | 169,374 |
50,398 |
The Group's sensitivity to foreign currency has increased during the current year due to the purchase of Professional Ag. Services' Inc US-based business. The Group has also participated in significant transactions with suppliers which were mainly denoted in US dollars.
In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year. US dollar denominated sales are seasonal, with lower sales volumes in the second half of the financial year, resulting in a reduction in US dollar receivables at the end of the reporting period.
Interest rate risk management
The Group is exposed to interest rate risk because entities in the Group borrow funds, which at times utilises both fixed and floating interest rates. The risk is managed by the Group by ensuring most debt is at fixed interest rates and by regularly reviewing the debt to equity mix to ensure the most efficient funding model is maintained.
The Group's exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.
Page 39
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
26 Financial instruments (continued) Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease represents management's assessment of the reasonably possible change in interest rates.
If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group's:
• profit for the year ended 31 March 2020 would decrease/increase by Nil (2019: decrease/increase by Nil). This is mainly attributable to the Group's exposure to interest rates on its variable rate borrowings; and
• other comprehensive income for the year ended 31 March 2020 would remain unchanged (2019: no change).
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with approved counterparties as a means of mitigating the risk of financial loss from defaults. The Group's exposure is regularly monitored. The carrying amounts shown on the statement of financial position represents the Group's maximum exposure to credit risk.
Trade receivables throughout the year consist of a large number of customers, across different geographical areas. Regular credit evaluation is performed on the financial condition of accounts receivable.
The Group does not have significant credit risk exposure to any single counterparty as there is no single customer which provides a significant portion of revenue.
The credit risk on liquid funds is limited because the Group holds funds only with high-grade banking counterparties.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with management. The Group manages liquidity risk by monitoring cash forecasts of the Group’s liquidity reserve on the basis of expected cash flow. This enables management to determine funding needs and to ensure the Group meets its future operating requirements.
Liquidity and interest risk tables
The following table details the Group's remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Group may be required to pay.
| 31 March 2020 Non-interest bearing 31 March 2020 Non-interest bearing 31 March 2019 Non-interest bearing 31 March 2019 Non-interest bearing Fixed interest rate instruments Fixed interest rate instruments Fixed interest rate instruments Fixed interest rate instruments |
1-5 years 5+ years $ $ - - - - - Weighted average effective interest rate (%) % 3% |
1-5 years 5+ years $ $ - - - - - Weighted average effective interest rate (%) % 3% |
Less than 3 months $ 7,564,490 506,861 |
3 months to 1 year $ - - |
|---|---|---|---|---|
| 8,071,351 | - | |||
| Total $ 7,564,490 506,861 |
Carrying amount $ 7,564,490 506,861 |
|||
| - | - | 8,071,351 | 8,071,351 | |
| 1-5 years 5+ years $ $ - - 180,560 478,987 Weighted average effective interest rate 3% - % |
Less than 3 months 913,189 15,002 |
3 months to 1 year 442,851 59,375 |
||
| 928,191 | 502,226 | |||
| Total $ 1,356,040 733,924 |
Carrying amount $ 1,334,938 646,884 |
|||
| 180,560 | 478,987 | 2,089,964 | 1,981,822 |
The amounts included above for non-interest bearing debt include the maximum amounts of contingent consideration. These have been included at maximum as it is highly probable that they will be paid in full given the historical pattern of the financial results on which they are based.
The following table details the Group's expected maturity for its financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets. The inclusion of information on financial assets is necessary in order to understand the Group's liquidity risk management as the liquidity is managed on a net asset and liability basis.
Page 40
CropLogic Limited
Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
26 Financial instruments (continued)
| Weighted average effective interest rate 31 March 2020 % Non-interest bearing - Fixed interest rate instruments 2% 31 March 2019 % Non-interest bearing - Fixed interest rate instruments 2% |
Less than 1 month $ 162,849 - |
1-3 months $ - 20,000 |
3 months to 1 year $ - - |
Total $ 162,849 20,000 |
|---|---|---|---|---|
| 162,849 | 20,000 | - | 182,849 | |
| $ 510,956 - |
$ - 20,000 |
$ - - |
$ 510,956 20,000 |
|
| 510,956 | 20,000 | - | 530,956 |
The amounts included above for variable interest rate instruments for both financial assets and liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.
Fair value measurements
This note provides information about how the Group determines fair values of various financial assets and financial liabilities.
Fair Value of Financial Liabilities Held at Fair Value through Profit or Loss
The Group's financial liability relating to contingent consideration is measured at fair value at the end of each reporting period. Fair value is determined in line with the fair value hierarchy outlined in the accounting policies.
Financial Liability Fair value as at 31 March Fair value as at 31 Fair value hierarchy Valuation technique Contingent consideration in Professional Ag Services Inc - 421,748 Level 3 Discounted cash flow business combination
Fair value as at 31 March 2019
Significant unobservable inputs and relationship of unobservable input to fair value:
-
Discount rate of 6% has been used in the discounting of the expected cash flows. A slight increase in the discount rate used in isolation would result in a significant decrease in the fair value. A 5% increase/decrease in the discount rate used while holding all other variables constant would decrease/increase the carrying amounts of the contingent liability by $1,008.
-
Based on historical performance, it was determined highly probable the US subsidiary would generate gross revenue in excess of the performance hurdle in each of the fiscal years ending 31 December 2019 and 2020. Probability adjusted revenues had no effect on the contingent consideration due. A 5% decrease in the probability-adjusted revenues while holding all other variables constant would have no effect on the contingent consideration due.
Fair value as at 31 March 2020
Pacific North West agronomy, farm management and agtech operations :
-
In undertaking the review of operations and financial situation, the Company identified that employment costs in the USA, including benefits were high and predicted to increase. As such, CropLogic negotiated an agreement (New ProAg Agreement) that will license the CropLogic soil moisture monitoring technology, including the software source code for CropLogic realTime, to Professional Ag Services, Inc. and transfer the assets of the ProAg business, including customers and personnel, to the vendors of the original ProAg services business, [Professional Ag Services, Inc., a Washington corporation], (ProAg Vendors).
-
As announced on 14 February 2020, the Company was due to pay a final instalment of $US315,000 ($AU477,130) to the ProAg Vendors by 31 January 2020. Under the terms of the New ProAg Agreement, the ProAg vendors agreed to release the Company from its obligation to pay the final instalment of $US315,000.
-
The full details of the New ProAg Agreement can be found in Appendix 3 of the CropLogc Review and Restructure ASX Announcement, lodged on 23 March 2020.
The fair value of the Group’s financial assets and liabilities is considered to be approximately equal to their carrying amount. The Group has no other assets or liabilities that are measured at fair value.
| Opening Balance Contingent Consideration as a result of business combination Less: amount forgiven Less: amount paid to date Total gains or losses: - in profit or loss Effects of foreign currency exchange differences Reconciliation of Level 3 Fair Value Measurements |
31 March 2020 31 March 2019 $ $ 421,748 759,192 - - (421,748) - - (433,407) - 76,731 - 19,232 Year ended |
31 March 2020 31 March 2019 $ $ 421,748 759,192 - - (421,748) - - (433,407) - 76,731 - 19,232 Year ended |
|---|---|---|
| - | 421,748 |
Page 41
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
27 Share-based payments
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
For cash-settled share-based payments, a liability is recognised for the goods or services acquired, measured initially at the fair value of the liability. At the end of each reporting period until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
The Company has a long term incentive scheme for selected executives. Shares are issued and held in trust by the Group until the following performance hurdle classes have been met; 9,000,000 performance rights in two classes under its short term and long term incentive plan for selected executives: Tranche 1 (4,500,000 rights) and Tranche 2 (4,500,000 rights).
The performance hurdles for Tranche A are:
- 4,500,000 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of $0.08 or more for 30 consecutive trading days.
The performance hurdles for Tranche B are:
- 4,500,000 CropLogic Limited Shares if CropLogic Limited shares achieve a VWAP of $0.10 or more for 30 consecutive trading days.
The performance rights are escrowed for 2 years and subject to the employee staying with the company for that two years.
The weighted average fair value of the performance rights granted during the financial year is $0.0599. Performance rights were priced using a barrier option pricing model. Where relevant, the expected life used in the model has been adjusted based on management's best estimate for the effects of the probability of meeting market conditions attached to the option and behavioural considerations. Expected volatility is based on the market average volatility for newly listed small capitalisation companies. The performance rights are vesting over a period.
| Performance rights | ||
|---|---|---|
| Inputs into the model | Tranche 1 | Tranche 2 |
| Grant date share price | 0.070 | 0.070 |
| Vesting hurdle | 0.080 | 0.100 |
| Expected volatility | 100% | 100% |
| Option life | 2 years | 2 years |
| Dividend yield | 0.00% | 0.00% |
| Risk-free interest rate | 0.73% | 0.73% |
In addition, 10,000,000 share options were issued during the current year to Directors. The options vested on grant date and fair value of the options $361,019 was recognised. For the options issued during the year a Black Scholes option pricing model was used to determine fair value at the grant date as follows;
Inputs into the model
| Inputs into the model | |
|---|---|
| Grant date | 19/08/2019 |
| ~~Grant date share price~~ | 0.066 |
| Exercise price | 0.060 |
| Expected volatility | 100% |
| Option life | 2 years |
| Dividend yield | 0.00% |
| Risk-free interest rate | 0.73% |
Movements in shares options during the year
| Movements in shares options during the year Balance at the beginning of the year Granted during the year Exercised during the year Balance at the end of the year Movements in performance rights during the year Balance at the beginning of the year Granted during the year Exercised during the year Balance at the end of the year |
Number of options Weighted average exercise price $ 10,000,000 0.06 10,000,000 0.06 - - 2020 |
Number of options Weighted average exercise price $ 10,000,000 0.06 10,000,000 0.06 - - 2020 |
Number of options Weighted average exercise price $ - - 10,000,000 0.06 - - 2019 |
Number of options Weighted average exercise price $ - - 10,000,000 0.06 - - 2019 |
|---|---|---|---|---|
| 20,000,000 | 0.06 | 10,000,000 | 0.06 | |
| Number of performance rights Weighted average exercise price 7,023,381 0.0130 9,000,000 0.0599 - - 2020 |
Number of performance rights Weighted average exercise price 1,125,928 0.091 6,601,156 0.008 (703,703) (0.091) 2019 |
|||
| 16,023,381 | 0.0599 | 7,023,381 | 0.013 |
Page 42
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
28 Related party transactions
Compensation of key management personnel
Key management personnel are defined as those persons having authority and responsibility for planning, directing, and controlling the activities of the Group, directly or indirectly, and includes the Directors, the CEO, and COO, and CTO. The remuneration of directors and other members of key management personnel during the year was as follows;
| Short-term employee benefits Post-employment benefits Share-based payments - options Share-based payments - performance rights Directors Fees |
31 March 2020 31 March 2019 $ $ 322,500 331,709 34,437 33,185 361,019 - 182,694 23,972 173,081 404,653 Year ended |
31 March 2020 31 March 2019 $ $ 322,500 331,709 34,437 33,185 361,019 - 182,694 23,972 173,081 404,653 Year ended |
|---|---|---|
| 1,073,731 | 793,519 |
The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.
Other related party transactions
Stephen Silver was managing director at Evolution Capital Advisors (previously Hunter Capital Advisors) during the current financial year. The Group purchased $389,162 (2019: $55,000) of consulting and other services from Evolution Capital Advisors.
Steven Wakefield was a council member of the University of Canterbury during the period. In 2020, the Group paid $51,696 (2019: $57,500) for a licensing fee.
29 Cash & cash equivalents
For the purposes of the consolidated Statement of Cash Flows, cash and cash equivalents include cash on hand and in banks, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the reporting period as shown in the consolidated Statement of Cash Flows can be reconciled to the related items in the consolidated Statement of Financial Position as follows:
| Cash on hand Short term deposits |
31 March 2020 31 March 2019 $ $ 162,849 454,694 20,000 20,000 Year ended |
31 March 2020 31 March 2019 $ $ 162,849 454,694 20,000 20,000 Year ended |
|---|---|---|
| 182,849 | 474,694 |
30 Non-cash transactions
-
During the current year, the Group entered into the following non-cash investing and financing activities which are not reflected in the consolidated Statement of Cash Flows: - Issue of options as a share based payment to Directors (disclosed in note 27)
-
Issue of performance rights to CEO & KMP's as part of long term incentive plan (disclosed in note 27)
-
Issue of shares as share based payment for professional services (disclosed in note 20)
31 Commitments for expenditure
As announced on 14 February 2020, the Company was due to pay a final instalment of $US315,000 ($AU513,364) to the ProAg Vendors by 31 January 2020. Under the terms of the relevant agreement, the Company has 30 days in which to remedy the matter. Under the New ProAg Agreement dated 27 March 2020, the ProAg vendors will agree to release the Company from its obligation to pay the final instalment of $US315,000.
(the above US dollar amounts have been translated at the 31 March 2020 AUD-USD spot rate of 0.6136)
No commitments for expenditure as at balance date.
Page 43
CropLogic Limited Notes to and forming part of the Financial Statements
For the year ended 31 March 2020
32 Events after the reporting period
The following subsequent events have arisen and/or occurred between 31 March 2020 and the date of this report that could have a significant impact on the operations of the Group, the results of those operations, and the state of affairs of the Group in future years.
On 3 April 2020, the Company agreed a settlement where NWAS and the Shephard Bros will each receive 50% of the entire 2019 hemp crop including the trimmed flower. .As announced on 14th February 2020, the hemp market and prices are volatile and therefore subject to change however the Company had attributed a value on the 2019 hemp crop at that time in the range of AU$580,000 (low estimate) to AU$2,090,000 (high estimate) with a mid-point of AU$1,300,000, with the Company adopting the mid-point of AU$1,300,000 for accounting purposes. Thus NWAS and Shephard Bros will each receive the equivalent of AU$650,000 in the agreed settlement, and the liens are effectively removed. NWAS and the Shephard Bros will also receive an approximately USD$15,000 payment for third party costs related to completion of the reparation of the fields. Remaining equipment, mostly related to cultivation of hemp, will also be divided between the NWAS and Shephard Bros.
On 14 April 2020, the shareholders voted to approve the Debt to Equity Conversion of $US4,032,073.79 ($AU6,107,382.17) convertible note owed to Atlas Capital Markets, and $AU350,000 short term loans payable to Directors of the Company.
On 22 July 2020, Craig Melhuish and Christine Johnston, Chartered Accountants, were appointed as joint and several Voluntary Administrators of CropLogic.
On 25 August 2020, the Company announced that it had entered into a Deed of Company Arrangement ("DOCA") presented by Nexia New Zealand which was ultimately executed on 15 September 2020.
On 15 September 2020, a Deed of Company Arrangement was executed with the Company’s major shareholder, Atlas Capital Markets Limited. On 30 March 2021, the Deed terminated and control of the Company returned to the Directors. As a result of the DOCA, the only debt remaining in the Company is $126,250. Atlas Capital Markets Limited has agreed not to call any of the debt.
On 30 March 2021, a Deed of Company Arrangement was performed, the Deed automatically terminated and control of the company was passed back to the Directors. The Directors are focussed on bringing the reporting obligations of the Company up to date following the Voluntary Administration.
33 Contingent liabilities and contingent assets
The Group has no contingent liabilities as at 31 March 2020.
Page 44
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INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF CROPLOGIC LIMITED
Opinion
We have audited the financial statements of CropLogic Limited (the “Company”) and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position as at 31 March 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2020, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (“NZ IFRS”) and International Financial Reporting Standards (“IFRS”).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”) and International Standards on Auditing (New Zealand) (“ISAs NZ”). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Group in accordance with the auditor independence requirements of the Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners ( including International Independence Standards ) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We are independent of the Group. Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
We have determined that there are no key audit matters to communicate in our report.
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Material Uncertainty Related to Going Concern
We draw attention to Note 2, which indicates that the Group incurred a loss of $17,043,286 and had net cash outflows from operating activities of $11,010,360 for the year ended 31 March 2020. As at that date, the Group had net current liabilities of $7,690,158 and net liabilities of $8,534,892. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our conclusion is not modified in respect of this matter.
Other Information
The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 31 March 2020, but does not include the financial statements and the auditor's report thereon, which we received prior to the date of this Auditor’s report.
Our opinion on the financial statements 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 statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements 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 Statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the directors determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs NZ 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 these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the External Reporting Board’s website at: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditorsresponsibilities/audit-report-1. This description forms part of our auditor’s report.
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Restriction on use
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company’s shareholders as a body, for our audit work, for this report, or for the opinions we have formed.
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RSM AUSTRALIA PARTNERS
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Perth, WA Dated: 30 June 2021
TUTU PHONG Partner
ADDITIONAL ASX INFORMATION
The following additional information is required by the Australian Securities Exchange. The information is current as at 30 June 2021.
(a) Distribution schedule and number of holders of equity securities as at 30 June 2021.
The consolidated financial statements have been prepared in accordance with New Zealand generally accepted accounting
| 1 | - 1,000 | 1,001 - 5,000 | 5,001 - 10,000 |
10,001 - 100,000 |
100,001 - and over |
Total | |
|---|---|---|---|---|---|---|---|
| Fully Paid Ordinary Shares | 33 | 24 | 233 | 1009 | 531 | 1830 | |
| Employee Performance Rights | 0 | 0 | 0 | 0 | 0 | 0 |
The number of holders holding less than a marketable parcel of fully paid ordinary shares as at 30 June 2021 is 33.
(b) 20 Largest holders of quoted equity securities as at 30 June 2021.
The names of the twenty largest holders of fully paid ordinary shares as at 30 June 2021 are:
| Rank | Name | 30-Jun-21 | %IC |
|---|---|---|---|
| 1 | Adamo Investments Limited | 376,222,049 | 46.43 |
| 2 | LTL Capital Pty Limited | 28,583,035 | 3.53 |
| 3 | Citicorp Nominees Pty Limited | 15,303,944 | 1.89 |
| 4 | HSBC Custody Nominees (Australia) Limited | 14,630,517 | 1.81 |
| 5 | GAULE, Michael William | 12,406,553 | 1.53 |
| 6 | INNOVATIVE SOFTWARE LIMITED | 11,517,729 | 1.42 |
| 7 | Wind Investment Group Pty Ltd | 11,000,000 | 1.36 |
| 8 | POWERHOUSE VENTURES LIMITED | 10,102,831 | 1.25 |
| 9 | SUBURBAN HOLDINGS PTY LIMITED | 9,497,716 | 1.17 |
| 10 | ASPIRE NZ SEED FUND LIMITED | 8,816,730 | 1.09 |
| 11 | MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED | 8,573,715 | 1.06 |
| 12 | GAULE, Michael William | 7,599,618 | 0.94 |
| 13 | MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTYLIMITED | 6,394,219 | 0.79 |
| 14 | GOLDEN WORDS PTY LTD | 4,406,756 | 0.54 |
| 15 | COMSEC NOMINEES PTY LIMITED | 4,355,527 | 0.54 |
| 16 | COOMBE, Richard Clifton | 4,300,489 | 0.53 |
| 17 | NEUMANN, Evan and NEUMANN, Ricky | 3,500,000 | 0.43 |
| 18 | ROBORGH, Peter Leon | 3,384,000 | 0.42 |
| 19 | BNP PARIBAS NOMINEES PTY LTD | 3,147,107 | 0.39 |
| 20 | XU,Zhigang | 3,000,000 | 0.37 |
| Total | 546,742,535 | 67.47 |
Stock Exchange Listing – Listing has been granted for 810,327,498 fully paid ordinary shares of the Company on issue on the Australian Securities Exchange.
The unquoted securities on issue as at 30 June 2021 are detailed below in part (d).
(c) Substantial shareholders
Substantial shareholders in CropLogic Limited and the number of equity securities over which the substantial shareholder has a relevant interest as disclosed in substantial holding notices provided to the Company are listed below:
| Date Lodged | Fully Paid | % of Total | |
|---|---|---|---|
| Name | on ASX | Ordinary | Shares |
| Shares | |||
| Adamo Investments Limited | 23/04/2020 |
376,222,049 | 46.42% |
ADDITIONAL ASX INFORMATION (continued)
(d) Unquoted Securities
There were no unquoted securites on issue as at 30 June 2021.
(e) Restricted Securities as at 24 June 2021
The Company had no restricted securities as at 30 June 2021.
(f) Voting Rights
All fully paid ordinary shares carry one vote per ordinary share without restriction. Unquoted performance rights have no voting rights.
(g) On-Market Buy-Back
The Company is not currently undertaking an on-market buy-back.
(h) Corporate Governance
The Board of CropLogic Limited is committed to achieving and demonstrating the highest standards of Corporate Governance. The Board is responsible to its Shareholders for the performance of the Company and seeks to communicate extensively with Shareholders. The Board believes that sound Corporate Governance practices will assist in the creation of Shareholder wealth and provide accountability. In accordance with ASX Listing Rule 4.10.3, the Company has elected to disclose its Corporate Governance policies and its compliance with them on its website, rather than in the Annual Report. Accordingly, information about the Company’s Corporate Governance practices is set out on the following website https://bit.ly/3x6BzW2.
(i) Application of Funds
During the financial year, CropLogic Limited confirms that it has used its cash and assets (in a form readily convertible to cash) in a manner which is consistent with the Company’s business objectives.
(j) Company Secretary
The Company Secretary is Mr Peter Gray.
(k) Registered Office
The Company's Registered Office is - DLA Piper New Zealand Chartered Accountants House Level 5 50-64 Customhouse Quay Wellington 6140 New Zealand
(l) Share Registry
The Company’s Share Registry is as follows - Link Market Services Level 12, QV1 Building 250 St George Terrace Perth WA 6000
Enquiries: +61 8 9211 6670
CORPORATE DIRECTORY
Registered Office
Auditor
DLA Piper New Zealand RSM Australia Partners Chartered Accountants House Level 32 Level 4, 20 Customhouse Quay Exchange Tower Wellington 6011 2 The Esplanade New Zealand Perth WA 6000 Australia
Website Address Securities Exchange n/a CropLogic Limited shares are quoted on the Australian Securities Exchange (AS:CLI)
Directors
Share Register
Steven Wakefield Non-Executive Chairperson
Peter Roborgh Non-Executive Director
Link Market Services Limited
Level 12, QV1 Building 250 St Georges Terrace Perth WA 6000 Australia +61 8 9211 6670
John Corbett Non-Executive Director
Notice of Annual Meeting
Stephen Silver Non-Executive Director
Senior Executives
The Annual Meeting of Shareholders is yet to be announced and its expected to be held in Perth, Australia. Confirmation of this information will be provided to shareholders at an appropriate time.
Peter Gray Company Secretary
CropLogic Limited ARBN 619 330 648 New Zealand Company Number 3184550