Iperion Limited/Announcement
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Interim Report

Earnings Results31 January 2017IPRReal Estate

UNAUDITED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2016

The Directors of Lateral Corporation Limited (the
Company) and its subsidiary (the Group) are pleased

to report its financial results for the six months ended

30 September 2016.

Financial Results

Revenue for the six months ended 30 September

2016 was 59.7% less than the first six months of the

previous year. A reduction in sales activity during the

second half of the previous year, whilst the business

focused on refining its products and raising additional

capital, resulted in the customer base declining.

Capital constraints during most of the current period

limited the company’s ability to market its products

and increase customer numbers.

The net loss attributable to security holders improved

by 68.1% compared to the first six months of the

previous year. The net loss of $174,000 for the period

is after recognising an accounting gain of $451,000

from the write-off of loans received from related

parties. This was part of the recapitalisation of the

company agreed at the annual meeting in September

2016.

Subsequent Rapid Growth

Since The Company agreed its recapitalisation program

in September, it has raised an additional $415,000

from a share purchase plan. The subscriber base has

increased from approximately 1,000 customers at the

beginning of the financial year to more than 6,000 in

January 2017.

Recurring Revenue Strategy

Lateral was an early adopter in the current trend of

building recurring revenue with digital products.

ACMR (Annualised Committed Monthly Revenue)

is an accepted metric for the growth of subscription

businesses. Lateral recently announced that its ACMR

had increased by 800% between July and December

2016.

Dear Shareholders

Future Growth Strategy

The continued strategy is to focus investment into

smart low-risk subscriber acquisition programmes

while running an effective lean operation and

minimising operational costs.

Lateral has built an e-commerce business based

on sale of digital products and services charged

directly to the customer’s mobile phone account, a

process known as Direct Carrier Billing (DCB). Lateral

considers its DCB based e-commerce platform to be

world leading. Lateral expects the Viaduct platform

to become an enabler for third party marketing,

distribution and payment of digital content, services

and applications, using DCB as the payment method.

Lateral has the ability to build a global business and

is undertaking plans to ensure that rapid growth

continues. Lateral recently announced the signing of a

term sheet with Golden Tower NZ Limited. If approved

by shareholders and regulators this agreement will

further fund Lateral’s expansion plans.

While growth continues in Australia and the UK, Lateral

also sees opportunities in Europe, Asia and South

America. As DCB becomes adopted in green field

markets like USA, Canada and New Zealand, Lateral

intends to move quickly to capture an early mover

advantage.

On behalf of the Directors, Management and Staff of

Lateral Corporation the Company extends its thanks to

the shareholders for their support of the company.

Lateral’s mission is to aggressively grow the company,

build a sustainable business and provide strong returns

for its shareholders.

Roger Grice, CEO

Unaudited Interim Financial Statements 2016 2

Unaudited Interim Financial Statements 2016 3
Unaudited Interim

Financial Statements

FOR THE YEAR ENDED 30 SEPTEMBER 2016

Group Interim Statement of Comprehensive Income

4

Group Statement of Financial Position

5

Group Interim Statement of Changes in Equity

6

Group Interim Statement of Cash Flows

7

Notes to the Financial Statements

8

Business Directory

12

Unaudited Interim Financial Statements 2016 4
UNAUDITED

SIX MONTHS

SEP 16

UNAUDITED

SIX MONTHS

SEP 15

AUDITED

YEAR MAR 16

$$$

Continuing operations

Operating revenue 71,560 177,418 408,977

Cost of sales (145,095) (108,476) (226,468)

Gross profit (73,535) 68,942 182,509

Other income 370 937 937

Administrative expenses (510,578) (597,381) (925,624)

Loss before interest, tax, depreciation, amortisation and other items (583,743) (527,502) (742,178)

Depreciation and amortisation (393) (597) (114,990)

Finance costs (40,768) (16,968) (42,280)

Gain from write off on loans from related parties 450,926 ––

Loss before income tax (173,978) (545,067) (899,448)

Income tax expense–––

Net loss for the period (173,978) (545,067) (899,448)

Other comprehensive income–––

Total comprehensive loss for the period, net of tax (173,978) (545,067) (899,448)

Loss for the period attributable to:

Equity holders of the parent

(173,978)

(545,067) (899,448)

Comprehensive loss for the period attributable to:

Equity holders of the parent (173,978) (545,067) (899,448)

Earnings per share:

Basic earnings/(loss) per share from continuing operations (0.01) (0.03) (0.04)

Diluted earnings/(loss) per share from continuing operations (0.01) (0.03) (0.03)

FOR THE PERIOD ENDED 30 SEPTEMBER 2016

Group Interim Statement of Comprehensive Income

Group Interim Statement of Comprehensive Income

This statement should be read in conjunction with the accompanying notes and

the annual financial statements for the year ended 31 March 2016.

Unaudited Interim Financial Statements 2016 5
UNAUDITED

SIX MONTHS

SEPT 16

AUDITED YEAR

MAR 16

$$

Assets

Current assets

Cash and cash equivalents 79,619 372

Trade and other receivables 61,395 59,033

Prepayments 104,575 3,797

Income tax receivable 1,763 1,763

247,352 64,965

Non-current assets

Property, plant and equipment 2,607 3,000

Intangible assets 5,474 5,474

8,081 8,474

Total assets 255,433 73,439

Equity and liabilities

Equity

Issued capital 2,036,234 1,090,400

(Accumulated loss)/ Retained earnings (2,425,262) (2,251,284)

Equity reserves (97,237) (97,237)

Mandatory convertible notes - 190,816

Total equity (486,265) (1,067,305)

Current liabilities

Bank overdraft - 15,061

Trade and other payables 130,645 393,934

Related party trade and other payables - 253,663

Loans from related parties - 478,086

130,645 1,140,744

Non-current liabilities

Loans from related parties211,053 –

Borrowings400,000–

611,053 –

Total liabilities741,6981,140,744

Total equity and liabilities255,43373,439

Statement of Financial Position

AS AT 30 SEPTEMBER 2016

Group Statement Of Financial Position

Director 31 January 2017Director 31 January 2017

This statement should be read in conjunction with the accompanying notes and

the annual financial statements for the year ended 31 March 2016.

For and on behalf of the Board of Directors, dated 31 January 2017

Unaudited Interim Financial Statements 2016 6
ISSUED

CAPITAL

MANDATORY

CONVERTIBLE

NOTES

PRE-

ACQUISITION

LOSSES

ACCUMULATED

LOSS

TOTAL

EQUITY

$$$$$

As at 1 April 2015 (Restated) 1,085,317 – (97,237) (1,351,836) (363,756)

Profit/(Loss) for the period–– (545,067) (545,067)

Other comprehensive income– – ––

Total comprehensive income/(loss)––– (545,067) (545,067)

Issue of share capital 6,100 –– – 6,100

Issue of mandatory convertible notes– 120,500– – 120,500

Unaudited balance for the period

ended 30 September 2015

1,091,417 120,500 (97,237) (1,896,903) (782,223)

As at 1 October 2015 1,091,417

120,500

(97,237) (1,896,903) (782,223)

Profit/(Loss) for the period––– (354,381) (354,381)

Other comprehensive income––––

Total comprehensive income/(loss)–– (354,381) (354,381)

Issue of share capital––––

Issue of mandatory convertible notes - 70,316 –– 70,316

Transaction costs (1,017) - –– (1,017)

Audited balance for the period

ended 31 March 2016

1,090,400

190,816

(97,237) (2,251,284) (1,067,305)

As at 1 April 2016 1,090,400 190,816 190,816 (2,251,284) (1,067,305)

Profit/(Loss) for the period––– (173,978)(173,978)

Other comprehensive income–––––

Total comprehensive income/(loss)––– (173,978) (173,978)

Issue of share capital 566,390 – – – 566,390

Issued to related parties for financing charges 74,148 – – – 74,148

Issued to related parties for settlement of loans 120,968 – – – 120,968

Issued for interest on convertible notes 9,106 – – – 9,106

Conversion of mandatory convertible notes 190,816 (190,816) – – –

Transaction costs (15,594) – – – (15,594)

Unaudited balance for the period

ended 30 September 2016

2,036,234


(97,237) (2,425,262) (486,265)

Statement of Changes In Equity

FOR THE PERIOD ENDED 30 SEPTEMBER 2016

Group Interim Statement of Changes In Equity

This statement should be read in conjunction with the accompanying notes and

the annual financial statements for the year ended 31 March 2016.

Unaudited Interim Financial Statements 2016 7
Statement of Cash Flows

FOR THE PERIOD ENDED 30 SEPTEMBER 2016

Group Interim Statement of Cash Flows

UNAUDITED

SIX MONTHS

SEP 16

UNAUDITED

SIX MONTHS

SEP 15

AUDITED

YEAR MAR 16

$$$

Operating activities

Receipts from customers 41,319 213,275 451,973

Interest received 44 44 –

Payments to suppliers (781,765) (297,014) (533,243)

Payments to employees (120,090) (229,830) (318,267)

Interest paid (19,069) (785) (34,021)

Income tax paid/(received) – (3) 33

Net cash flows from operating activities (879,561) (314,313) (433,525)

Investing activities

Purchase of property, plant and equipment


(430) (430)

Purchase of intangible assets


(4,460) (4,460)

Net cash flows from investing activities– (4,890) (4,890)

Financing activities

Issue of share capital 550,796 6,100 5,083

Borrowings 400,000 – 30,714

Borrowings from related parties 23,073 – –

Issue of convertible notes – 120,500 190,816

Net cash flows from financing activities 973,869 126,600 226,613

Net increase in cash and cash equivalents 94,308 (192,603) (211,802)

Cash and cash equivalents at beginning of period (14,689) 197,113 197,113

Cash and cash equivalents at end of period 79,619 4,510 (14,689)

This statement should be read in conjunction with the accompanying notes and

the annual financial statements for the year ended 31 March 2016.

Unaudited Interim Financial Statements 2016 8
Notes to the Financial Statements

Notes to the Financial Statements

Reporting Entity

Lateral Corporation Limited (“the Company”, or “LAT”) is a company incorporated in New Zealand on 10 December 2013, registered

under the Companies Act 1993 and listed on the NZX Alternative Market.

The unaudited interim financial statements of the Company for the six months ended 30 September 2016 comprise the consolidated

financial statements of the Parent and its subsidiary (together referred to as the “Group”). The financial statements of the Group have

been prepared in accordance with the Financial Reporting Act 2013.

The Company is a developer and distributer of premium digital products and services that enable commercialisation of the mobile and

fixed web using various payment methods.

Statement of compliance

These unaudited condensed consolidated financial statements have been prepared in accordance with New Zealand generally

accepted accounting practice (NZ GAAP), the requirements of the Companies Act 1993 and the Financial Reporting Act 2013.

The financial statements are condensed in accordance with NZ IAS 34 Interim Financial Reporting and comply with New Zealand

Equivalents to the International Financial Reporting Standards (NZ IFRS). These interim financial statements do not include all of

the notes of the type normally included in an annual financial report. Accordingly, the interim financial statements should be read in

conjunction with the Group Annual Report for the year ended 31 March 2016.

The Company is designated as a profit-oriented entity and an issuer for the purposes of the Financial Reporting Act 2013.

The same accounting policies, presentation and methods of computation have been followed in these condensed financial statements

as were applied in the audited financial statements of the Group for the period ended 31 March 2016.

There have been no material changes in the nature of operating segments since 31 March 2016.

There have been no material changes in the management of risk or in any risk management policies in the current period.

There have been no changes in the estimated useful life of key items of plant and equipment.

There have been no changes in the estimated recoverable amount or estimated useful life of intangibles.

2. Segment Information

3. Financial Risk Management

4. Property, Plant and Equipment

5. Intangible Assets

1. Statement Of Accounting Policies

Unaudited Interim Financial Statements 2016 9
Notes to the Financial Statements

Notes to the Financial Statements

TribalGlu Limited is a company owned by Robert McAuley and Roger Grice. During the period to 30 September 2016 TribalGlu

provided management services to Lateral Corporation Limited of $76,304 of which $19,900 was accrued prior to completion of the

transactions under note 6(a).

During the period, Dene Biddlecombe made payments of $19,629 on behalf of the Company, repaid subsequent to 30 September 2016.

Directors suspended directors’ fees for the three months to 30 June 2016. The total directors’ fees for the six months was $19,925.

During the period, prior to the transactions under note 6(a), interest of $8,722 was accrued on the shareholder loan from Roger Grice

and $8,070 was accrued on the loan from Robert McAuley.

The following related party transactions were completed in accordance with the resolutions passed at the company’s general meeting

on 16 September 2016:

(a) Transactions related to borrowings and accrued fees owing to directors and shareholders

Roger Grice forgave loans of $217,007, received shares to the value of $54,205 and converted $90,466 of the total value due

to him to a two year interest free loan.

Robert McAuley forgave loans of $166,168, received shares to the value of $43,259 and converted $62,229 of the total value

due to him to a two year interest free loan.

Dene Biddlecombe forgave loans of $35,000, received shares to the value of $8,550 and converted $14,783 of the total values

due to him to a two year interest free loan.

Joseph van Wijk forgave loans of $15,250, received shares to the value of $6,304 and converted $6,304 of the total values due

to him to a two year interest free loan.

Joe McLeod forgave loans of $17,500, received shares to the value of $4,425 and converted $7,242 of the total values due to

him to a two year interest free loan.

(b) FE Investments Limited Loan

John Philpott, a shareholder, sourced and negotiated the FE Investments Limited Loan Facility on behalf of the Company

(Note 8). For providing those services John Philpott received $20,000 through the issue of 666,666 shares to John Philpott

(and his associated persons) at $0.03 per share

A one-off guarantee fee of 9% per annum was payable to the personal guarantors in proportion to the amount each are

personally liable for under the guarantee provided to FE Investments. The guarantee fee was satisfied by the issue of shares in

the Company to the guarantors at an issue price of $0.03 per share.

6. Related Party Transactions

GUARANTORS

AMOUNTS PERSONALLY

GUARANTEED UNDER

THE FEI LOAN FACILITY

GUARANTEE FEE

(9% per annum for a

term of 18 months)

GUARANTEE FEE

SHARES

Roger Grice$100,000.00$13,536.99451,2333

Dene Biddlecombe$150,000.00$20,305.48676,849

John Philpott$75,000.00$10,152.74338,425

Russell Maloney$75,000.00$10,152.74338,425

Total$400,000.00$54,147.951,804,932

The Convertible Notes were converted to ordinary shares at an issue price of $0.102 per share on 8 July 2016. The issue price was

determined at 15% below the Volume Weighted Average Price (VWAP). Interest on the convertible notes was payable quarterly in

arrears at an interest rate of 10% p.a.

7. Mandatory Convertible Notes

Unaudited Interim Financial Statements 2016 10
Notes to the Financial Statements

Notes to the Financial Statements

FE Investments Limited (FEI) advanced a loan of $400,000 to the Company on 11 July 2016. An interest rate of 12.75% p.a. applies

and the loan is repayable on 31 December 2017. The loan is secured by a general security deed (GSD) over Lateral Corporation and

personal guarantees provided by Dene Biddlecombe, Roger Grice, John Philpott and Russ Maloney. If the personal guarantees are

called upon by FEI, the Company will owe such amounts paid to FEI to the personal guarantors. In these circumstances FEI has agreed

to assign the GSD to the guarantors.

The financial report has been prepared on a going concern basis. The company will continue to require additional funds for its ongoing

expansion programme. The directors expect to hold sufficient funds to ensure that financial obligations can continue to be met as they

fall due for longer than 12 months. In the event that the funds raised are less than the amount required, the company may be unable to

realise its assets and discharge its liabilities in the normal course of business.

These interim financial statements are not required to be audited.

Subsequent to 30 September 2016, the company received $414,633 for the issue of 8,292,673 shares on 11 November 2016 under a

share purchase plan.

The Company received a short term loan advance of $50,000 from Dene Biddlecombe on 11 January 2017 to assist with short term

cash flow needs. The loan is repayable on 31 April 2017 and interest of 20% p.a. applies.

Transaction with Golden Tower NZ Limited

The company has signed a conditional term sheet with Golden Tower NZ Limited (GTNZ) where the business of Lateral Corporation is

spun into Lateral Profiles Limited (Lateral Profiles) (a wholly owned subsidiary of the Company) and GTNZ acquires a 90% shareholding

in LAT (together, the Transaction).

Principal Terms of the Transaction are that GTNZ will acquire a 90% shareholding in LAT by subscribing for 463,405,050 new shares for

consideration of approximately NZ$3.2 million (in aggregate). The consideration comprises approximately NZ$1.6 million cash and a

commercial property valued at NZ$1.6 million.

As part of the Transaction all of the existing assets and debts in LAT will be transferred to Lateral Profiles including approximately

NZ$600,000 of the cash invested in LAT by GTNZ.

LAT will also distribute all of its Lateral Profiles shares to the current shareholders of LAT in proportion to their current shareholding

in LAT (i.e. the shareholders of LAT prior to the Transaction taking place). Accordingly the current LAT business will effectively be

privatised and secure additional working capital without shareholders facing any material dilution. At the same time LAT shareholders

will have a continuing shareholding interest in GTNZ’s property and future property initiatives.

The Transaction is conditional upon LAT obtaining all shareholder approvals and such other consents and approvals that may be

required to undertake the Transaction, including but not limited to those approvals that may be required in accordance with the

Companies Act 1993, under the Takeovers Code, and the NZAX Listing Rules.

The Transaction is also conditional upon LAT’s due diligence on GTNZ and the commercial property valuation (which makes up part of

the consideration for the new shares in LAT).

A Notice of Special Meeting to approve the Transaction, and all other required documentation will be circulated to LAT shareholders in

due course.

8. Borrowings

9. Going Concern

11. Audit

10. Significant Events after Balance Date

Unaudited Interim Financial Statements 2016 11
Company number: 4844319

Directors: Dene Biddlecombe, Chairman

Joseph van Wijk

Robert McAuley

Registered office: Level 2, 5 Balm Street

Newmarket

Auckland

Share Registrar: Link Market Services

Level 7, Zurich House

21 Queen Street

Auckland 1010

Bankers: Westpac Bank Limited

Solicitors: Duncan Cotterill

Wellington

Auditors: Grant Thornton

Auckland

Business Directory

Level 1, 5 Balm Street, Newmarket, Auckland 1023, New Zealand

PO Box 109437, Auckland 1149, New Zealand

PHONE

+

64 9 522 3334


FAX

+

64 9 522 0064

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