Exhibit 99.1

Appendix 4E and Annual Report

for the Year Ended 31 December 2018

1. Company Details

Name of entity: Pivotal Systems Corporation

ARBN: 626 346 325

Reporting period: Year ended 31 December 2018

Previous Corresponding Period: Year ended 31 December 2017

2. Results for Announcement to the Market

	2018		2017		Up/Down
	US$’000		US$’000		%
Revenue from ordinary activities	20,328		15,446		Up 32	%
Gross Profit	6,130		2,974		Up 106	%
Operating Loss	(4,051	)	(3,916	)	Up 3	%
Loss from ordinary activities after tax attributable to members of the parent entity	(66,103	)	(9,817	)	Up 573	%

3. Review of Operations and Financial Results

Refer to the accompanying Annual Report for the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and accompanying notes.

Also refer to the Directors’ Report in the accompanying Annual Report for further details and commentary on the results.

4. Dividends

No dividends have been paid or are proposed to be paid by Pivotal Systems Corporation for the financial year 2018 (2017: $Nil).

5. Net Tangible Assets per share:

		2018		2017
Net tangible assets/(liabilities) per share (US$ per share)		0.20		(2.55	)(1)

(1) Comparative calculated on pre-IPO equity which excludes the conversion of preferred stock and warrants treated as financial liabilities as at 31 December 2017.

6. Control Gained or Lost Over Entities

The Company incorporated two subsidiaries during the year ended 31 December 2018:

Pivotal SaleCo, Inc. - incorporated in the State of Delaware, USA; and

Pivotal Systems Korea, Limited - incorporated in the Republic of South Korea.

There were no changes in control over entities by Pivotal Systems Corporation or its subsidiaries (“Group”) during the financial year.

7. Details of Associates and Joint Venture Entities

The Group has no investments in associates or joint ventures during the reporting period.

Corporate Directory

Company

Pivotal Systems Corporation

48389 Fremont Blvd, Suite 100

Fremont CA, 94538 USA

Phone: +1 (510) 770 9125

Fax: +1 (510) 770 9126

Website: www.pivotalsys.com

Directors

John Hoffman		Executive Chairman and Chief Executive Officer
Dr. Joseph Monkowski		Executive Director and Chief Technical Officer
Ryan Benton		Independent Non-Executive Director
Kevin Landis		Non-Executive Director
David Michael		Non-Executive Director
Peter McGregor		Independent Non-Executive Director

Australian Securities Exchange Representative

Naomi Dolmatoff

United States Registered Office

c/o Incorporating Services Ltd

3500 South Dupont Highway

Dover, Delaware 19901 USA

Australian Registered Office

c/o Company Matters Pty Limited

Level 12, 680 George Street

Sydney, NSW 2000 Australia

United States Legal Adviser

Fenwick & West LLP

801 California Street

Mountain View, California 94041 USA

Australian Legal Adviser

Maddocks

Angel Place Level 27

123 Pitt Street

Sydney, NSW 2000 Australia

Share Registry

Link Market Services		American Stock Transfer and Trust Company, LLC
Level 12, 680 George Street		6201, 15th Avenue
Sydney, NSW 2000 Australia		Brooklyn, NY 11219 USA
Telephone:	+61 1300 554 474	Telephone: +1 (718) 921 8386
Facsimile:	+61 2 9287 0303

Securities Exchange Listing

Pivotal Systems Corporation (ASX code: PVS).

Chess Depository Interests (“CDIs”) over shares of the Company’s common stock are quoted on the Australian Securities Exchange. One CDI represents one fully paid share in the Company.

Chairman’s Letter

Dear Fellow Shareholders,

On behalf of the Board of Directors, I am pleased to present our Annual Report for the year ended 31 December 2018, which was marked by significant growth and commercial achievements.

Pivotal Systems’ performance has resulted in notable growth in revenue, which was up 32% to US$20.33 million whilst Gross Profit was up 106% to US$6.82 million. This was fuelled by increasing market shares combined with a number of initiatives we have taken during the year to increase profitability. The Company ended the year with a cash position of US$17.5 million with no debt, and a backlog of confirmed orders awaiting shipment of $US14.3 million. Our strong research and development spending once again enabled the company to take advantage of new opportunities brought forward by our world class customers.

Our advanced flow control technology has enabled the doubling of our business with two strategic device manufacturers (IDMs), as well as the doubling of our market share with two of the leading American process equipment companies (OEMs). We have also begun an ongoing engagement with a leading Japanese OEM that has not only resulted in new orders, it has given a footing in the integration of our technology into the design of their next generation process equipment. The superior technology used on our flagship Gas Flow Controller (GFC) product has also enabled us to develop and introduce a revolutionary Flow Ratio Controller (FRC) product in partnership with a leading Korean IDM. In December, we completed a joint validation project with a renowned Japanese University and a leading Japanese IDM demonstrating the superior performance of the GFC product vs key Japanese competitors.

Simultaneously, the advancement of our new High Flow GFC during the year has been a significant achievement. Customers are realizing the benefits from the speed and accuracy of this product. In its second year, the High Flow GFC has been qualified by a leading American OEM and leading Taiwanese and Korean IDMs while gaining multiple repeat orders. The High Flow GFC also received note in winning Pivotal Systems’ third Red Herring Award for Global Innovation. The robust nature of the GFC hardware platform enables the High Flow GFC the same opportunities for rapid innovation and improvement as the standard GFC.

Pivotal Systems also achieved gross margin performance ahead of our prospectus targets, as we materially reduced costs and manufacturing labour in 2018. Our Korean subsidiary and the new Korea Integration Centre has boosted our capacity to 48,000 units per year with the capability of increasing to 100,000 units per year as we continue to grow our global business.

We are optimistic for our future as we continue to capitalise on opportunities to showcase our superior technology and value proposition. We continue to build on well-established relationships with the industry leaders as we work in unison to solve the exciting challenges the semiconductor industry faces. We constantly strive to improve our existing products while expanding our product portfolio to gain a greater foothold across a very large and constantly evolving global market. Our strategy has been and continues to be, to take market share at the leading edge and strong growth will follow.

On behalf of our Board of Directors, I would like to thank our team around the world who have worked diligently for the success we achieved into 2018 and importantly, for our ongoing success into the future. I would also particularly like to thank our shareholders for their outstanding support of the Company.

Sincerely,

John Hoffman

Executive Chairman and Chief Executive Officer

Pivotal Systems

Directors’ Report

The directors present their report for Pivotal Systems Corporation (“Pivotal” or “Group”) together with the financial statements on the Consolidated Entity (referred to hereafter as the “Consolidated Entity” or “Group”) consisting of the Company and its subsidiaries for the financial year ended 31 December 2018 and the auditor’s report thereon.

DIRECTORS

The following persons were directors of the Company during the whole of the financial year and up to the date of this report, unless otherwise stated:

John Hoffman	Executive Chairman and Chief Executive Officer
Dr. Joseph Monkowski	Executive Director and Chief Technical Officer
Ryan Benton	Independent Non-Executive Director
Kevin Landis	Non-Executive Director
David Michael	Non-Executive Director
Peter McGregor	Independent Non-Executive Director	Appointed 23 August 2018

PRINCIPAL ACTIVITIES

Pivotal designs, develops, manufactures and sells high-performance gas flow controllers. We provide high quality gas flow monitoring and control technology platform for the global semiconductor industry. The Group’s proprietary hardware and software utilizes advanced machine learning to enable preventative diagnostic capability resulting in an order of magnitude increase in fab productivity and capital efficiency for existing and future technology nodes.

The platform includes Pivotal’s Gas Flow Controller (GFC) product lines that offer high-accuracy, real-time monitoring and control of the most critical parameters difficult to control in wafer processing today: Gas Flow and Chamber Condition.

The principal activity of the Group consisted of the development and introduction of new lines of gas flow controllers and increasing sales of existing products for both device manufacturers and equipment companies in the semi-conductor manufacturing industry.

No significant change in the nature of these activities occurred during the financial year.

REVIEW OF OPERATIONS AND FINANCIAL RESULTS

Financial results:

Revenue for the financial year ended 31 December 2018 increased 32% to $20.33 million (2017: $15.45 million) as a result of increased market share, driving more product shipments. During the same period cost of goods sold (COGS) increased only 11% due to expected cost efficiencies and an inventory impairment in the prior year. The Group’s gross profit for FY18 increased 106% to $6.13 million (2017: $2.97 million). The expansion in gross margin was in-part a result of increase of sales to integrated device manufacture (IDM) customers to $7.15 million, which represented 35% of sales in 2018 (2017: $2.78 million, 18% of sales). Furthermore, leveraging Pivotal’s fixed manufacturing overhead in Fremont, and moving manufacturing operations to South Korea helped the Company achieve cost and operational efficiencies.

Total operating expenses for the year increased by 48% to $10.18 million (2017: $6.89 million). This increase is largely due to the incurrence of $0.73 million Initial Public Offer (IPO) costs, increased travel and consulting costs since the commencement of trading as an ASX listed company, as well as planned increases in research and development and sales and marketing costs as the Group scales.

REVIEW OF OPERATIONS AND FINANCIAL RESULTS (CONTINUED)

The $4.05 million operating loss represented an increase of 3% compared to the prior period (2017: $3.92 million).

Net Loss in the current period of $66.10 million (2017: loss of $9.82 million) included $61.98 million loss due to the impact of the fair value remeasurement of financial liabilities prior to conversion to common shares based on the IPO price. These financial liabilities were Preferred Stock, Common Stock Warrants, Series C Preferred Stock Warrants, and Series D Preferred Stock Warrants. Immediately prior to completion of the IPO, all warrants were converted to Group’s shares either for cash or in a cashless exercise (according to warrant terms), and all Preferred Stock was converted to Common Stock or were cancelled for a cash payment via a “sell-down’ transaction.

Key achievements for the period included:

Introduction of the new Flow Ratio Controller (FRC) Product

Pivotal’s newly introduced FRC featured 3 channel control with average channel flow being two (2) liters per minute. The FRC can be configured for either DNET or EtherCat and is compatible with all current and advanced generation original equipment maker (OEM) tool sets. This prototype was launched with live product demonstrations at the Semicon West in San Francisco, California.

Incorporation of Subsidiaries

Pivotal SaleCo, Inc. was incorporated in the State of Delaware, USA on 14 May 2018 for the purpose of facilitating the sell down of certain existing shares held by the shareholders of the parent Company.

On 16 March 2018, Pivotal incorporated a wholly-owned subsidiary in the Republic of South Korea named Pivotal Systems Korea, Limited. This subsidiary will be responsible for administration and logistical operations related to the Korean Compart manufacturing facility.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

On 2 July 2018 AEST, the Company successfully listed its CHESS Depository Interests (CDIs) on the ASX, following the issue of 28,785,008 new CDIs over shares of common stock at an issue price of AU$1.86 per CDI to raise AU$53.5 million (US$39.5 million), which included the sell down of 9,430,169 CDIs owned by existing shareholders.

The capital raised by the IPO will be mainly used to expand operations in Korea, Japan, Taiwan, China and the United States, to invest in research and development, to fund working capital requirements and has partly been used to repay existing debt at the time of the IPO.

There were no other significant changes in the state of affairs of the Group during the financial year.

DIVIDENDS

No dividends were paid during the year ended 31 December 2018 and the Company does not intend to pay any dividends for the year ended 31 December 2018 (2017: $Nil).

PRESENTATION CURRENCY

The functional and presentation currency of the Group is United States Dollars (US Dollars). The financial report is presented in US Dollars with all references to dollars, cents or $’s in these financial statements presented in US currency, unless otherwise stated.

ROUNDING OF AMOUNTS

Unless otherwise stated, amounts in this report have been rounded to the nearest thousand United States Dollars.

JURISDICTION OF INCORPORATION

The Company is incorporated in the State of Delaware, United States of America and is a registered foreign entity in Australia. As a foreign company registered in Australia, the Company is subject to different reporting and regulatory regimes than Australian companies.

DELAWARE LAW, CERTIFICATE OF INCORPORATION AND BYLAWS

As a foreign company registered in Australia, the Company is not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act dealing with the acquisition of shares (including substantial shareholdings and takeovers). Under the provisions of Delaware General Corporation Law (“DGCL”), shares are freely transferable subject to restrictions imposed by US federal or state securities laws, by the Company’s certificate of incorporation or bylaws, or by an agreement signed with the holders of the shares at issue. The Company’s amended and restated certificate of incorporation and bylaws do not impose any specific restrictions on transfer. However, provisions of the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws could make it more difficult to acquire the Company by means of a tender offer (takeover), a proxy contest or otherwise, or to remove incumbent officers and Directors of the Company. These provisions could discourage certain types of coercive takeover practices and takeover bids that the Board may consider inadequate and to encourage persons seeking to acquire control of the Company to first negotiate with the Board. The Company believes that the benefits of increased protection of its ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the Company outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

The new manufacturing facility in South Korea has been audited and approved for operation by major OEM and IDM customers. Operations commenced late January 2019.

No other matter or circumstance has arisen since 31 December 2018 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

The Group’s growth strategy is to continue efforts to aggressively take market share from the traditional players in the GFC industry with the continued introduction of innovative products and to expand our business with our key OEM and IDM customers.

ENVIRONMENTAL REGULATION

The Group is not subject to any significant environmental regulation under United States of America legislation. The Group is committed to the sustainable management of environmental, health, and safety (EHS) concerns as a core business principle. This includes ensuring compliance with all applicable government standards and regulations and providing a safe and healthy workplace, while reducing our environmental footprint. We integrate health, safety, and environmental considerations into all aspects of our business, including product design and services, to provide productive and responsible solutions by:

· Striving for zero accidents through the application of an EHS Management System.

· Implementing pollution prevention control strategies.

· Committing to continual improvement for our customers, Company, and Group’s personnel.

The Board of Directors considers that adequate systems are in place to manage the Group’s obligations and is not aware of any breach of environmental requirements as they relate to the Group.

CORPORATE GOVERNANCE

The Company, as a Delaware incorporated corporation, seeks to achieve substantive compliance with the governance recommendations set out in the ‘Corporate Governance Principles and Recommendations 3rd Edition’, published by the ASX Corporate Governance Council (the ASX Principles). The Company’s Corporate Governance Statement can be viewed at www.pivotalsys.com/investors/. The Corporate Governance Statement sets out the extent to which Pivotal has followed the ASX Corporate Governance Council’s 29 Recommendations during the year ended 31 December 2018.

SHARE OPTIONS

Share options over issued shares in the Company were granted during the financial year. The number of options outstanding as at the date of this reports, and all other movements in share options, are disclosed in Note 20 to the financial statements.

SECURITIES ON ISSUE

The Company has the following securities on issue as at 31 December 2018:

	Common Stock	CDI equivalent
Shares of common stock	110,998,864	110,998,864
Options over shares of common stock	14,771,387	—

INFORMATION ON DIRECTORS

John Hoffman

Executive Chairman and Chief Executive Officer

John Hoffman has over 25 years of global high technology management experience building growth organizations in both the semiconductor and information technology markets.

Prior to joining Pivotal Systems, John was a Senior VP with Spencer Trask Ventures, a New York based venture capital firm. While at Spencer Trask, John was primarily involved in the solar and integrated circuit efforts of the firm. Prior to Spencer Trask, John was the Chief Executive Officer of RagingWire Enterprise Solutions, an Inc 500 fastest growing private company. John reorganized the company and enabled record growth in revenue and profitability during his tenure. Prior to RagingWire, John worked in various general manager roles at Applied Materials for 18 years. He was the President of the billion dollar “Etch Product Business Group”, VP and GM of the Process Control and Diagnostic Business Group and the General Manager of the Customer Service Division which grew by over 300% during his tenure.

Special responsibilities:	Chairman of the Board.

Other directorships:	None

Dr. Joseph Monkowski	Executive Director and Chief Technical Officer

Joseph Monkowski has extensive experience in the semiconductor industry focused on providing process equipment and metrology solutions for next generation device manufacturing.

Prior to joining Pivotal, Monkowski was the SVP of Business Development for Advanced Energy Industries, where he led the company’s M&A strategy to expand its product portfolio and position the company as a market leader in the semiconductor subsystems space. Previously, he held senior executive positions at Pacific Scientific, Photon Dynamics and Lam Research, where he served as EVP and CTO. During his career, Monkowski led efforts to design and build a number of leading CVD and plasma etch systems, winning the R&D 100 award and multiple Semiconductor International Best Product awards. He has authored numerous patents and publications.

Special responsibilities:	None

Other directorships:	None

Ryan Benton	Independent Non-Executive Director

Ryan joined the Board in 2015 bringing over 25 years of finance, operations, and transaction experience. Ryan previously served as CFO of BrainChip Holdings Ltd (ASX: BRN) and CEO and Board Member at Exar Corporation (NYSE: EXAR), which was acquired by MaxLinear Corporation (NASDAQ: MXL) in May 2017. Previous roles included senior and consulting positions at ASM International NV (NASDAQ: ASMI), and eFunds Corporation (NASDAQ: EFDS).

Special responsibilities:	Chairman of the Audit and Risk Management Committee.
	Member of the Remuneration and Nomination Committee.

Other directorships:	Executive director of Revasum Inc. (ASX: RVS).

INFORMATION ON DIRECTORS (continued)

Kevin Landis

Non-Executive Director

Kevin joined the Board in 2012 and is the CEO and CIO of Firsthand Capital Management, an investment management firm he founded in 1994. Firsthand Capital Management is the investment adviser to Firsthand Technology Value Fund, Inc. (NASDAQ: SVVC), a publicly traded venture capital fund. Kevin has over two decades of experience in engineering, market research, product management and investing in the technology sector. Kevin is Firsthand’s nominee director to the board of Pivotal Systems Corporation.

Special responsibilities:	Member of the Audit and Risk Management Committee.
	Member of the Remuneration and Nomination Committee.

Other directorships:	Non-executive director - Revasum, Inc (ASX: RVS), Hera Systems, Inc.,
	IntraOp Medical Corp., QMAT, Inc. and Silicon Genesis Corp. and Wrightspeed, Inc.

David Michael	Non-Executive Director

David Michael is Managing Director at Anzu Partners, an investment partnership which invests in innovative industrial technology companies. In addition to his role at Pivotal Systems, he is also Board member of Nuburu (industrial lasers), Axsun (MEMS-based sensors for medical and industrial uses), and Terapore (nanofiltration membranes for ultrapure water and other applications.

Mr. Michael was formerly Senior Partner and Managing Director of The Boston Consulting Group (BCG), where his career spanned numerous leadership roles across the firm. He formerly led BCG’s Greater China business and their Asia Technology Practice. He served a range of clients in semiconductors, components, hardware, software, and services. He was based for 7 years in Silicon Valley and for 16 years in Greater China. He remains a Senior Advisor to the firm.

Special responsibilities:	Member of the Audit and Risk Management Committee.
	Member of the Remuneration and Nomination Committee.

Other directorships:	Non-executive director - Taiwan Cement Corporation (XTAI:1101);
	Nuburu, Axsun, and Terapore

Peter McGregor	Independent Non-Executive Director

Peter McGregor was appointed a non-executive director on 23 August 2018 and has over 30 years’ experience in senior finance and management roles, including having been Chief Executive Officer of technology company, Think Holdings, Chief Financial Officer of the ASX50 transport company, Asciano, and a partner in the Investment Banking firm of Goldman Sachs JBWere.

He also spent time as a Managing Director within the Institutional Banking & Markets division of Commonwealth Bank and was Chief Operating Officer of ASX-listed Australian Infrastructure Fund. Peter is an experienced company Director, having served as Chairman of the Port of Geelong and as a Director of Melbourne, Gold Coast and Darwin Airports.

Special responsibilities:	Chairman of the Remuneration and Nomination Committee.
	Member of the Audit and Risk Management Committee.

Other directorships:	Non-executive Director - Brisbane Lions Club (Australian Football League);
	Nutrano Produce Group Limited

SECURITIES HELD BY DIRECTORS AND KEY MANAGEMENT PERSONNEL

The directors and key management personnel of the Company are shown together with their holdings of common shares and options, held directly or indirectly:

	Common		Common
	Stock	Options	Stock	Options
	Direct		Indirect
John Hoffman	1,441,870	3,348,659	—	—
Dr. Joseph Monkowski	1,445,683	3,339,089	—	—
Ryan Benton	195,000	201,000	—	—
Kevin Landis (1)	—	—	231,535	—
David Michael	—	—	—	—
Peter McGregor	—	—	—	—
Omesh Sharma	1,041,870	2,021,357	—	—
	4,124,423	8,910,105	231,535	—

(1) Common stock held by Silicon Valley Investor Holdings Pty Ltd, of which Kevin Landis is the majority shareholder.

REMUNERATION REPORT

EXECUTIVE COMPENSATION

This section discusses the principles underlying our policies and decisions with respect to the compensation of our named executive officers, and all material factors relevant to an analysis of these policies and decisions. Our named executive officers for the year ended 31 December 2018 were:

John Hoffman	Executive Chairman, President and Chief Executive Officer;
Dr Joseph Monkowski	Executive Director and Chief Technical Officer; and
Omesh Sharma	Chief Financial Officer.

COMPONENTS OF EXECUTIVE COMPENSATION

The principal components of our executive compensation are base salary, cash bonuses and long-term incentives. Our Remuneration and Nomination Committee considers that each component of executive compensation must be evaluated and determined with reference to competitive market data, individual and corporate performance, our recruiting and retention goals and other information we deem relevant.

Our executive officers are also eligible to participate in our 401(k) retirement plan as well as medical and other benefit plans.

The terms of each named executive officer’s compensation are derived from the employment agreements the Company has entered into with them.

REMUNERATION REPORT (continued)

COMPONENTS OF EXECUTIVE COMPENSATION (continued)

The components of the executive compensation packages for our named executive officers for the year ended 31 December 2018 are as follows:

John Hoffman Executive Chairman, President and Chief Executive Officer

Mr. Hoffman received a fixed remuneration package of $325,000 and is eligible to participate in various customary employee benefit plans of Pivotal. Pursuant to Mr. Hoffman’s Retention Agreement, dated 11 May, 2018, if Mr. Hoffman is terminated by the Company without cause or if he resigns for good reason and Mr. Hoffman signs a general release of claims in favor of the Company and complies with certain other requirements, the Company must pay Mr. Hoffman severance in an amount equal to twelve months of his base salary, twelve months of health insurance cover and 100% of his annual target bonus for the period in which termination occurs. All of Mr. Hoffman’s unvested Options are subject to acceleration of vesting upon a change of control of the Company, and certain of his Options vest only subject to achievement of specified performance metrics and a time-based vesting schedule.

Dr. Joseph Monkowski Executive Director and Chief Technical Officer

Dr. Monkowski received a fixed remuneration package of $275,000 and is eligible to participate in various customary employee benefit plans of Pivotal. Pursuant to Dr. Monkowski’s Retention Agreement, dated 11 May, 2018, if Dr. Monkowski is terminated by the Company without cause or if he resigns for good reason and Mr. Hoffman signs a general release of claims in favor of the Company and complies with certain other requirements, the Company must pay Dr. Monkowski severance in an amount equal to twelve months of his base salary, twelve months of health insurance cover and 100% of his annual target bonus for the period in which termination occurs. All of Dr. Monkowski’s unvested Options are subject to acceleration of vesting upon a change of control of the Company, and certain of his Options vest only subject to achievement of specified performance metrics and a time-based vesting schedule.

Omesh Sharma Chief Financial Officer

Mr. Sharma received a fixed remuneration package of $255,000 and is eligible to participate in various customary employee benefit plans of Pivotal. Pursuant to Mr. Sharma’s Retention Agreement, dated 11 May, 2018, if Mr. Sharma is terminated by the Company without cause or if he resigns for good reason and Mr. Sharma signs a general release of claims in favor of the Company and complies with certain other requirements, the Company must pay Mr. Sharma severance in an amount equal to twelve months of his base salary, twelve months of health insurance cover and 100% of his annual target bonus for the period in which termination occurs. All of Mr. Sharma’s unvested Options are subject to acceleration of vesting upon a change of control of the Company, and certain of his Options vest only subject to achievement of specified performance metrics and a time-based vesting schedule.

REMUNERATION REPORT (continued)

NON-EXECUTIVE COMPENSATION

The Board is responsible for determining and reviewing compensation arrangements for each non-executive director. The non-executive directors for the year ended 31 December 2018 were as follows:

Ryan Benton

Kevin Landis

David Michael

Peter McGregor

The Company has entered into a non-executive director agreement with Mr. Benton whereby he is entitled to receive US$80,000 per annum for his role as a non-executive director, and a further US$20,000 per annum as chair of the Audit and Risk Committee.

The Company has also entered into a non-executive director agreement with Mr. McGregor whereby he is entitled to receive AU$80,000 per annum as a non-executive director, and a further AU$20,000 per annum as chair of the Remuneration and Nomination Committee.

Mr. Landis and Mr. Michael do not receive compensation for their services as a non-executive director.

REMUNERATION TABLE

Remuneration earned by key management personnel during the year is summarized as follows:

			401k &
	Salary and	Cash bonus	other	Share based
	fees	(3)	benefits	payment	Total
2018	US$	US$	US$	US$	US$
John Hoffman	325,000	—	45,613	10,379	380,992
Joseph Monkowski	275,000	—	38,171	10,379	323,550
Ryan Benton (1)	50,000	—	—	14,119	64,119
Kevin Landis	—	—	—	—	—
David Michael	—	—	—	—	—
Peter McGregor (2)	23,975	—	—	—	23,975
Omesh Sharma	255,000	—	45,510	6,919	307,429
	928,975	—	129,294	41,796	1,100,065

(1) Mr Benton receives non-executive director fees of US$80,000 and US$20,000 as Chairman of the Audit and Risk Management Committee. Fees earned during the year totaled $50,000.

(2) Mr McGregor receives non-executive fees as an Australian resident non-executive director of AU$80,000, and AU$20,000 as Chairman of the Remuneration and Nomination Committee, effective from his appointment date of 23 August 2018. Fees earned during the year totaled US$23,975.

(3) No cash bonuses were awarded during the current year.

MEETINGS ATTENDED BY BOARD

The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director was as follows:

			Audit & Risk
	Board of		Management		Remuneration &
	Directors		Committee		Nomination Committee
	Eligible	Attendance	Eligible	Attendance	Eligible	Attendance
John Hoffman	17	17	—	—	—	—
Joseph Monkowski	16	16	—	—	—	—
Ryan Benton	17	17	3	3	2	2
Kevin Landis	17	17	3	3	2	2
David Michael	17	17	3	3	2	2
Peter McGregor	3	3	2	2	2	2

INDEMNITY AND INSURANCE OF DIRECTORS AND OFFICERS

The Company has indemnified directors and executive of the Company for costs incurred, in their capacity as a director or officer, for which they may be held personally liable, except where there is a lack of good faith.

INDEMNITY AND INSURANCE OF AUDITOR

The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.

NON-AUDIT SERVICES

Details of amounts paid or payable to the auditor for non-audit services provided during the year are outlined in Note 27 to the financial statements:

PROCEEDINGS ON BEHALF OF THE COMPANY

No proceedings have been brought or intervened in on behalf of the Company.

On behalf of the directors


/s/ John Hoffman
John Hoffman
Director and Chief Executive Officer

26 February 2019 (Fremont PST), 27 February 2019 (Sydney AEST)

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 31 December 2018

		2018		2017
	Note	US$’000		US$’000

Revenue	2	20,328		15,446

Cost of goods sold		(14,198	)	(12,472	)
Gross profit		6,130		2,974
Gross margin		30.2	%	19.3	%

Expenses
Research & development	3	(3,139	)	(2,451	)
Selling & marketing	3	(3,175	)	(2,650	)
General & administrative	3	(3,867	)	(1,789	)
Total expenses		(10,181	)	(6,890	)
Operating loss		(4,051	)	(3,916	)

Finance income	3	76		—
Finance expenses - interest paid	3	(152	)	(81	)
Other expenses	3	(61,976	)	(5,820	)
Net loss before income tax expense		(66,103	)	(9,817	)

Income tax expense	4	—		—
Net loss for the year		(66,103	)	(9,817	)

Other comprehensive income
Other comprehensive income for the year, net of tax		—		—
Total comprehensive loss for the year attributable to the members of Pivotal Systems Corporation		(66,103	)	(9,817	)

Loss per share attributable to the members of Pivotal Systems Corporation

Basic and diluted loss per share ($ per share)	5	(1.04	)	(0.66	)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

Consolidated Statement of Financial Position

As at 31 December 2018

		2018		2017
	Note	US$’000		US$’000
Assets
Current assets
Cash and cash equivalents	7	17,489		1,148
Trade and other receivables	8	3,870		2,563
Inventories	9	6,347		4,687
Other assets	10	334		119
Total current assets		28,040		8,517
Non-current assets
Property, plant and equipment	11	302		341
Intangible assets	12	9,078		8,349
Other assets		9		9
Total non-current assets		9,389		8,699
Total assets		37,429		17,216

Liabilities
Current liabilities
Trade and other payables	13	5,336		4,392
Employee benefits	14	423		341
Provisions	15	110		459
Borrowings	16	—		3,008
Financial liabilities	17	—		39,009
Total current liabilities		5,869		47,209
Total liabilities		5,869		47,209

Net assets/(liabilities)		31,560		(29,993	)

Contributed equity	18	170,818		43,263
Reserves	20	1,280		1,179
Accumulated losses		(140,538	)	(74,435	)

Total equity		31,560		(29,993	)

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2018

	Contributed			Accumulated
	equity		Reserves	losses		Total equity
	US$’000		US$’000	US$’000		US$’000

Balance at 1 January 2017	42,405		1,135	(64,618	)	(21,078	)
Loss after income tax expense for the year	—		—	(9,817	)	(9,817	)
Other comprehensive loss for the year, net of tax	—		—	—		—
Total comprehensive loss for the year	—		—	(9,817	)	(9,817	)
Transactions with owners in their capacity as owners:
Shares issued (note 18)	858		—	—		858
Share-based payments (note 20)	—		44	—		44
Balance at 31 December 2017	43,263		1,179	(74,435	)	(29,993	)

Balance at 1 January 2018	43,263		1,179	(74,435	)	(29,993	)
Loss after income tax expense for the year	—		—	(66,103	)	(66,103	)
Other comprehensive loss for the year, net of tax	—		—	—		—
Total comprehensive loss for the year	—		—	(66,103	)	(66,103	)
Transactions with owners in their capacity as owners:
Shares issued on conversion of preferred
stock and warrants, net of cost (note 18)	102,730		—	—		102,730
Issue of listed ordinary share capital (note 18)	26,586		—	—		26,586
Share issue costs	(1,761	)	—	—		(1,761	)
Share-based payments (note 20)	—		101	—		101
Balance at 31 December 2018	170,818		1,280	(140,538	)	31,560

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Cash Flows

For the year ended 31 December 2018

		2018		2017
	Note	US$’000		US$’000
Cash flows used in operating activities
Receipts from customers		19,321		15,884
Payments to suppliers and employees		(22,587	)	(16,675	)
Interest paid		(152	)	(81	)
Payment related to the exercise of put option of warrants related to debt discount		(315	)	—

Net cash used in operating activities	7	(3,733	)	(872	)

Cash flows used in investing activities
Payments for property, plant and equipment		(288	)	(385	)
Payments for capitalized development expenses		(3,478	)	(3,066	)
Net cash used in investing activities		(3,766	)	(3,451	)

Cash flows from financing activities
Proceeds from the issue of common stock		39,540		—
Payment to selling shareholders, net of costs		(12,954	)	—
Payment of share issue costs	18	(1,761	)	—
Proceeds from the issue of preferred stock		2,000		—
Proceeds from the exercise of options	18	61		31
Proceeds from the exercise of warrants		1		255
Proceeds from bank loans	16	1,917		3,425
Repayment of bank loans	16	(4,925	)	(2,898	)
Transaction costs related to the loans and borrowings		(120	)	—
Net cash from financing activities		23,759		813

Net increase in cash and cash equivalents		16,260		(3,510	)
Cash and cash equivalents at the beginning of the financial year		1,148		4,658
Net effect of foreign exchange		81		—

Cash and cash equivalents at the end of the year	7	17,489		1,148

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Notes to the Consolidated Financial Statements

Note 1. Significant accounting policies

The principal accounting policies adopted in the preparation of the consolidated financial statements are set out either in the respective notes or below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The financial statements are for the Group including Pivotal Systems Corporation and its subsidiaries, referred to as “Pivotal”, “Company” or “Group”.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”). The financial statements comprise the consolidated financial statements of the Group which is a for-profit entity for financial reporting purposes under Australian Accounting Standards.

Historical cost convention

The consolidated financial statements, except for the cash flow information, have been prepared on an accrual basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

Critical accounting estimates

The preparation of the consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed throughout the financial statements.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group as at the end of the reporting period. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

· Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

· Exposure, or rights, to variable returns from its involvement with the investee, and

· The ability to use its power over the investee to affect its returns

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

· The contractual arrangement with the other vote holders of the investee

· Rights arising from other contractual arrangements

· The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of profit and loss and other comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.

Notes to the Consolidated Financial Statements

Note 1. Significant accounting policies (continued)

Basis of consolidation (continued)

Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Rounding of amounts

Amounts in this report have been rounded off to the nearest thousand United States dollars unless otherwise stated.

Functional currency

The financial statements are presented in US dollars, which is the functional and presentational currency of the Group. There has been no change in the functional and presentational currency of the Group.

Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items held at fair value are reported at the exchange rate at the date when the fair values were determined.

Exchange differences arising on the translation of monetary items are recognized in profit or loss.

Exchange differences arising on the translation of non-monetary items are recognized directly in other comprehensive income to the extent that the underlying gain or loss is directly recognized in other comprehensive income; otherwise the exchange difference is recognized in profit or loss.

Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is current when it is expected to be realized or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realized within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is current when it is expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

Notes to the Consolidated Financial Statements

Note 1. Significant accounting policies (continued)

New, revised or amended Accounting Standards and Interpretations adopted

The Group has adopted all of the new, revised or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the International Financial Reporting Interpretations Committee (IFRIC) that are relevant to its operations and effective for the year commencing 1 January 2018. There has been no material impact on the financial statements of the Group. The nature and effect of these changes are disclosed below.

AASB 15 Revenue from Contracts with customers

AASB 15 supersedes AASB 118 Revenue and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under AASB 15, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.

Effective January 1, 2018, the Group adopted AASB 15 using the full retrospective method of adoption. The Group determined there was no material financial effect of adopting AASB 15 and no adjustment has been noted.

The Group has disaggregated revenue recognized from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 2 for the disclosure on disaggregated revenue.

AASB 9 Financial Instruments

AASB 9 Financial Instruments replaces AASB 139 Financial Instruments: Recognition and Measurement for annual periods beginning on or after 1 January 2018, bringing together all three aspects of the accounting for financial instruments: classification and measurement; impairment; and hedge accounting.

AASB 9 sets out requirements for recognizing and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. The Group has adopted AASB 9 retrospectively in accordance with the standard; changes in accounting policies resulting from the adoption of AASB 9 did not have a material impact on the Group’s consolidated financial statements.

AASB 9 largely retains the existing requirements of AASB 139 for the classification and measurement of financial liabilities, however, it eliminates the previous AASB 139 categories for financial assets held to maturity, receivables and available for sale. Under AASB 9, on initial recognition a financial asset is classified as measured at:

Notes to the Consolidated Financial Statements

Note 1. Significant accounting policies (continued)

· Amortized cost;

· Fair Value through Other Comprehensive Income (“FVOCI”) - debt investment;

· FVOCI - equity investment; or

· Fair Value through Profit or Loss (“FVTPL”)

The classification of financial assets under AASB 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. For financial assets measured at amortized cost, these assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses.

Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

As of 31 December 2018, the Group’s financial instruments consist of cash and cash equivalents, trade and other receivables and trade and other payables.

Cash and cash equivalents and trade and other receivables previously designated as loans and receivables under AASB 139 are now classified as amortized cost under AASB 9. The trade and other payables are designated as other financial liabilities, which are measured at amortized cost.

The Group’s preferred shares and warrant liabilities, designated at fair value through profit or loss, were converted to common stock on 2 July 2018. The financial effect of fair value remeasurement prior to conversion is reflected in the statement of profit or loss and other comprehensive income.

The cash and cash equivalents, trade and other receivables, trade and other payables approximate their fair value due to their short-term nature.

The Group classified the fair value of the financial instruments according to the following fair value hierarchy based on the amount of observable inputs used to value the instruments:

The three levels of the fair value hierarchy are:

· Level 1 - Values based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

· Level 2 - Values based on inputs, including quoted prices, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

· Level 3 - Values based on prices or valuation techniques that are not based on observable market data.

Impairment of financial assets

AASB 9 replaces the ‘incurred loss’ model in AASB 139 with an ‘expected credit loss’ (“ECL”) model. The new impairment model is applied to financial assets measured at amortized cost, contract assets and debt investments at Fair Value Through Other Comprehensive Income (“FVOCI”), but not to investments in equity instruments.

Notes to the Consolidated Financial Statements

Note 1. Significant accounting policies (continued)

Under AASB 9, loss allowances are measured on either of the following bases:

· 12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and

· Lifetime ECL: these are ECLs that result from all possible default events over the expected life of a financial instrument.

ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash shortfalls (I.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

The Group has adopted a simplified approach for trade receivables on the initial transaction date (1 January 2018) with an amount equal to the full ECL to be recognized. As the ECL assessment has resulted in an immaterial credit loss, no impairment allowance has been recognized by the Group.

New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2018 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations is set out below.

AABS 16 Leases: This standard will primarily affect the accounting by lessees and will result in the recognition of almost all leases on the balance sheet. The standard removes the current distinction between operating and financing leases and requires recognition of an asset (the right to use the leased item) and a financial liability to pay rentals for almost all lease contracts. Based on Pivotal’s assessment, the Group does not expect a material impact on the Group’s assets and liabilities when the standard is adopted.

Note 2. Revenue from contracts with customers

	2018		2017
	US$’000		US$’000

Product revenue	20,371		15,504
Provision for sales returns	(43	)	(58	)
Net revenue from contracts with customers	20,328		15,446

The following table reflects net revenue by type of customer:

	2018	2017
	US$’000	US$’000

Integrated device manufacturer (IDM)	7,150	2,780
Original equipment manufacturer (OEM)	13,178	12,666
Net revenue from contracts with customers	20,328	15,446

Notes to the Consolidated Financial Statements

Note 2. Revenue from contracts with customers (continued)

Accounting policy for revenue recognition

The Group earns revenue from contracts with customers, primarily through the design, development, manufacture and sale of gas flow controllers. Our contracts are priced based on the specific negotiations with each customer.

Pivotal accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

Pivotal recognizes revenue from product sales when the customer obtains control of the Group’s product, which occurs at a point in time, typically upon delivery to the customer. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Group expenses incremental costs of obtaining a contract as and when incurred because the expected amortization period of the asset that the Group would have recognized is one year or less.

Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts, returns, and other allowances that are offered within contracts between the Group and its customers.

Revenue is disaggregated by type of customer and by geography as we believe it best depicts how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors. Revenues by geography are based on the shipping address of the customer. Refer to Note 6 Operating segment for revenue by geography.

The timing of revenue recognition may differ from the time of billing to the customers. Generally, the payment terms of the Group’s offerings range from 30 to 90 days of the invoice date. Receivables primarily relate to the Groups right to consideration for performance obligations completed and billed at the reporting date for which Pivotal has an unconditional right to consideration before it invoices the customer. Such amounts are commonly referred to as trade receivables. Refer to Note 8 Current assets - trade and other receivables. When another party is involved in the provision of goods or services to a customer, Pivotal is generally the principal in its transactions and therefore reports gross revenue based on the billed amounts to its customers.

Contract liabilities consist of advance consideration received from customers and billings in excess of revenue recognized and deferred revenue, which precede the Group’s satisfaction of the associated performance obligation(s). The Group’s contract liabilities primarily result from customer payments received upfront for performance obligations that are satisfied at a point in time. Contract liabilities are recognized as revenue when the goods are delivered to our customer. The Group does not have contract liabilities as of December 31, 2018, and December 31, 2017.

Due to the relationship between the Group’s performance and the customer’s payment, Pivotal typically does not have conditional rights to consideration in exchange for goods or services transferred to a customer. Generally, Pivotal has the right to bill the customer as goods are delivered and services are provided, which results in the Group’s right to payment being unconditional. Therefore, our balance sheet does not present contract assets.

Due to the nature of the product, each contract with a customer has distinct performance obligations that are capable of being distinct on their own and within the context of the contract. Additionally, based on the contract terms, which generally include performance obligations subject to cancellation terms, the Group does not have material unsatisfied performance obligations as of December 31, 2018 (2017: Nil).

Notes to the Consolidated Financial Statements

Note 3. Expenses

Net Loss before income tax includes the following specific expenses:

	2018	2017
	US$’000	US$’000
*Research & development*
Amortization of capitalized development costs (Note 12)	2,799	2,451
Salary and benefits	250	—
Other	90	—
	3,139	2,451
*Selling & marketing*
Salary and benefits	787	765
Commissions and bonuses	1,451	1,063
Travel and outside services	499	549
Other	438	273
	3,175	2,650
*General & administrative*
Salary and benefits	1,213	921
Travel and outside services	1,397	447
IPO costs	725	—
Other	532	421
	3,867	1,789
*Other expenses and income*
*Finance income*
Foreign exchange gains	76	—
*Finance expense*
Interest expense	152	81
*Other expenses*
Loss from financial liabilities measured at fair value through the profit or loss	61,976	5,820

Accounting policy for expenses

Research costs

Expenditure on research activities, undertaken with the prospect of obtaining new technical knowledge and understanding, is recognized in the statement of profit or loss and other comprehensive income as an expense when it is incurred.

Other expenses

Other expenses classified according to their function, as selling & marketing or general & administrative, include expenses mainly related with facilities, materials, depreciation, and share-based payment transactions.

Notes to the Consolidated Financial Statements

Note 3. Expenses (continued)

Contract costs

Contract costs are mainly comprised with commissions paid for the initial contract with a customer and for contract renewals and are classified as selling and marketing expenses in the consolidated statement of profit or loss and other comprehensive income. Renewal commissions are considered to be commensurate with the initial contract commissions. As a result, Pivotal amortizes the commission costs, for a new contract or a contract renewal, over the initial contract term, which is less than a year. Additionally, Pivotal applies the practical expedient of expensing sales commissions as incurred considering that the amortization period is one year or less.

Note 4. Income tax expense

	2018		2017
	US$’000		US$’000
Deferred tax	—		—
Current tax	—		—
Aggregate income tax expense	—		—

Effective tax rate:
Net Loss before income tax expense	(66,103	)	(9,817	)

Tax at the statutory tax rate of 21% (2017: 34%)	(13,882	)	(3,338	)

Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Temporary differences	(166	)	(293	)
Permanent differences	24		12
Disallowable expenses	12,899		1,979
Unutilized losses carried forward	1,125		1,886
Effect on unutilized losses of future reduction in tax rate to 21%	—		(246	)
Income tax expense	—		—

Based on historical losses and the expectation of future losses, management cannot conclude that it is more likely than not that the net deferred tax assets will be fully realizable. Accordingly, the Group has provided a full valuation allowance against its net deferred tax assets for the financial years ended 31 December 2018 and 31 December 2017.

As of 31 December 2018, the Group had federal and state net operating loss carry forwards of approximately $29.8 million and $4.8 million (2017: $27.8 million and $4.5 million), respectively, available to reduce future taxable income, if any. The net operating loss carry forwards will expire beginning 2032 through 2037 for both federal and California income tax purposes. Beginning in 2018 Federal net operating losses are carried forward indefinitely.

As of 31 December 2018, the Group had federal and state research credit carry forwards of $0.4 million (2017: $Nil) and $1.0 million (2017: $0.7 million). Federal tax credits begin to expire in 2037. The state tax credits have no expiration date.

Notes to the Consolidated Financial Statements

Note 4. Income tax expense (continued)

Utilization of the net operating loss carry forwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.

Accounting policy for Income tax

The income tax expense for the year comprises current income tax expenses and deferred tax expenses.

Current income tax expense charged to the profit or loss in the tax payable on taxable income for the current period. Current tax liabilities are measured as the amounts expected to be paid to the relevant tax authority using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realized, or the liability is settled, and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are only recognized to the extent that it is probably that future taxable profit will be available against which the benefits of the deferred tax asset can be utilized.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

Critical accounting judgements, estimates and assumptions

The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognizes liabilities for anticipated tax audit issues based on the Group’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Notes to the Consolidated Financial Statements

Note 5. Net loss per share

Basic net loss per share has been computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock and potential dilutive securities outstanding during the period.

Because the Group is in a net loss position, diluted net loss per share excludes the effects of common stock equivalents consisting of stock options, preferred shares and warrants, which are all anti-dilutive. The total number of shares subject to stock options (2017: options, preferred shares and warrants) were excluded from consideration in the calculation of diluted net loss per share.

	2018		2017
	US$’000		US$’000
Net loss attributable to ordinary equity holders of Pivotal Systems Corporation used in calculating basic and diluted loss per share:	(66,103	)	(9,817	)

	Number	Number
Weighted average number of ordinary shares for basic loss per share	63,574,081	14,827,961
Effect of dilution of share options, preferred stock and warrants	—	—
Weighted average number of ordinary shares adjusted for the effect of dilution	63,574,081	14,827,961

		$ per share		$ per share
Basic and diluted loss per share		(1.04	)	(0.66	)

Notes to the Consolidated Financial Statements

Note 6. Operating segments

For operating purposes, the Group is organized into one main operating segment, focused on the technological design, development, manufacture and sale of high-performance gas flow controllers.

All the activities of the Group are interrelated, and each activity is dependent on the others. Accordingly, all significant operating disclosures are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.

Pivotal Systems Corporation derives all of the revenue of the Group and maintains the majority of the assets in the United States.

Geographically, the Group has the following revenue information based on the location of its customers:

	2018		2017
	US$’000		US$’000
Asia	15,540		10,296
North America	4,788		5,150
	20,328		15,446

The following customers accounted for more than 10% of revenues:
Customer A	47	%	46	%
Customer B	34	%	17	%
Customer C	15	%	33	%
	96	%	96	%

Note 7. Current assets - cash and cash equivalents

	2018	2017
	US$’000	US$’000

Cash at bank	17,489	1,148
	17,489	1,148

There are no restrictions or limitations on the use of cash and cash equivalents.

Accounting policy for cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less or that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Notes to the Consolidated Financial Statements

Note 7. Current assets - cash and cash equivalents (continued)

Reconciliation of Cash Outflow from Operating Activities with Net Loss for the year

	2018		2017
	US$’000		US$’000

*Loss for the year*	(66,103	)	(9,817	)
Depreciation expense	342		136
Amortization expense	2,818		2,471
Share based payment expense reported as operating activities	70		44
Fair value remeasurement of financial liabilities	61,976		5,820
Put option reported as operating activity	(315	)	—
Interest paid reported as financing activity	120		—
Foreign exchange gain	(81	)	—
Change in operating assets and liabilities
(Increase)/decrease in trade and other receivables	(1,307	)	439
Increase in inventories	(1,660	)	(1,832	)
Increase in other current assets	(215	)	(26	)
Increase in trade and other payables	889		1,656
Increase in employee benefits	82		76
(Decrease)/increase in provisions	(349	)	161
*Net Cash Outflow from operating activities*	(3,733	)	(872	)

Non-cash transactions:

Non-cash Financing activities in the Consolidated Statement of Cashflows includes $102.14 million relating to the conversion of preferred shares and warrants into common stock as a result of the Group’s Initial Public Offering. Refer Note 17: Financial Liabilities.

Note 8. Current assets - trade and other receivables

	2018	2017
	US$’000	US$’000

Trade receivables	3,570	2,563
Other receivables	300	—
	3,870	2,563

Accounting policy for trade and other receivables

Trade receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less any provision for impairment. Trade receivables generally have 30 to 90-day payment terms.

Notes to the Consolidated Financial Statements

Note 8. Current assets - trade and other receivables (continued)

Collectability of trade receivables is reviewed on an ongoing basis in accordance with the expected credit loss (“ECL”) model.

The ECL assessment completed by the Group as at 31 December 2018 has resulted in an immaterial credit loss and no impairment allowance has been recognized by the Group (2017: $Nil).

Note 9. Current assets - inventories

	2018		2017
	US$’000		US$’000

Raw materials	5,187		1,488
Work in progress	845		915
Finished goods	804		2,584
Inventories - gross	6,836		4,987
Less: Provision for impairment	(489	)	(300	)
Inventories - net	6,347		4,687

The prior year comparative includes $0.61 million write off to cost of goods sold resulting from the supply of faulty units and provision variances. There were no write offs noted for the 2018 financial year.

Accounting policy for inventories

Raw materials, work in progress and finished goods are stated at the lower of cost and net realizable value on a ‘first in first out’ basis. Cost comprises of direct materials and delivery costs, direct labor, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable.

The Group’s inventories are concentrated in high-technology parts and components that may be specialized in nature or subject to rapid technological obsolescence. These factors are considered in estimating required reserves to state inventories at the lower of cost or net realizable value.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Critical accounting judgements, estimates and assumptions

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.

Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are in included in cost of goods sold.

Notes to the Consolidated Financial Statements

Note 10. Current assets - other assets

	2018	2017
	US$’000	US$’000

Prepaid expenses	325	109
Other assets	9	10
	334	119

Note 11. Non-current assets - property, plant and equipment

	2018		2017
	US$’000		US$’000

Leasehold improvements - at cost	31		11
Less: Accumulated depreciation	(13	)	(11	)
Net book value leasehold improvements	18		—

Plant and equipment - at cost	1,553		1,353
Less: Accumulated depreciation	(1,269	)	(1,012	)
Net book value plant and equipment	284		341

Net book value property, plant and equipment	302		341

	Leasehold		Plant &
	improvements		equipment		Total
	US$’000		US$’000		US$’000

Balance at 1 January 2017	—		125		125

Additions	—		385		385
Depreciation expense	—		(169	)	(169	)
Balance at 31 December 2017	—		341		341
Additions	20		323		343
Cost of assets impaired	—		(123	)	(123	)
Accumulated depreciation of assets impaired	—		120		120
Depreciation expense	(2	)	(377	)	(379	)
Balance at 31 December 2018	18		284		302

Notes to the Consolidated Financial Statements

Note 11. Non-current assets - property, plant and equipment (continued)

	2018	2017
Reconciliation of depreciation expense	US$’000	US$’000
Depreciation allocated to capitalized development costs	37	33
Depreciation expensed to research & development costs	4	—
Depreciation expensed to selling & marketing	4	2
Depreciation expensed to general & administrative	15	33
Depreciation expensed to cost of goods sold	319	101
Total depreciation expense	379	169

Accounting policy for property, plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Plant and equipment are depreciated, and leasehold improvements are amortized, over their estimated useful lives using the straight-line method.

The expected useful lives of the assets are as follows:

Plant & equipment		2-5 years
Leasehold improvements		over the remaining lease term

The residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date or when there is an indication that they have changed.

A carrying amount is written down immediately to its recoverable amount if the carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the statement profit or loss and other comprehensive income.

Critical accounting judgements, estimates and assumptions

Estimation of useful lives of assets

The Group determines the estimated useful lives and related depreciation and amortization charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortization charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Notes to the Consolidated Financial Statements

Note 12. Non-current assets - intangible assets

	2018		2017
	US$’000		US$’000

Patent - at cost	50		50
Less: Accumulated amortization	(42	)	(23	)
	8		27

Capitalized development - at cost	18,845		15,298
Less: Accumulated amortization	(9,775	)	(6,976	)
	9,070		8,322

Net written down value intangible assets	9,078		8,349

			Capitalized
	Patent		Development		Total
	US$’000		US$’000		US$’000

Balance at 1 January 2017	47		7,673		7,720
Additions	—		3,100		3,100
Amortization expense	(20	)	(2,451	)	(2,471	)
Balance at 31 December 2017	27		8,322		8,349
Additions	—		3,547		3,547
Amortization expense	(19	)	(2,799	)	(2,818	)
Balance at 31 December 2018	8		9,070		9,078

Accounting policy for intangible assets

Development costs

Development costs on an individual project are recognized as an intangible asset when the Group can demonstrate:

· The technical feasibility of completing the intangible asset so that the asset will be available for use or sale.

· Its intention to complete and its ability and intention to use or sell the asset.

· How the asset will generate future economic benefits.

· The availability of resources to complete the asset.

· The ability to measure reliably the expenditure during the development.

Notes to the Consolidated Financial Statements

Note 12. Non-current assets - intangible assets (continued)

The costs that are eligible for capitalization of development costs are the following:

· Hardware and Software engineers’ compensation for time directly attributable to coding the software.

· An allocated amount of direct costs, such as overhead related to programmers and the facilities they occupy.

· Costs associated with testing the software for market (i.e. alpha, beta tests).

· Borrowing costs.

· Patents acquisition and registration costs (patents, application fees, and legal fees).

· Other direct developing costs that are incurred to bring the hardware with embedded software to market.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. Development costs are amortized on a straight-line basis over the finite life based on the period of expected future sales from the related project which is 5 years. Amortization is recorded in profit or loss.

During the period of development, the asset is tested for impairment annually. At the end of the year, the Group has considered indicators of impairment of the intangible assets and determined there were none.

Patents and trademarks

Significant costs associated with patents and trademarks are deferred and amortized on a straight-line basis over the period of their expected benefit, being their finite life of 5 years.

Critical accounting judgements, estimates and assumptions

Capitalized development costs

The Group capitalizes development costs for a project in accordance with the accounting policy. Initial capitalization of cost is based on management’s judgement that technological and economic feasibility is confirmed. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of the benefits.

Impairment of intangible assets

The Group assesses impairment of intangible assets other than goodwill at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.

Notes to the Consolidated Financial Statements

Note 13. Current liabilities - trade and other payables

	2018	2017
	US$’000	US$’000

Trade payables	4,522	2,771
Accrued expenses	814	1,621
	5,336	4,392

Accounting policy for trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortized cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Note 14. Current provisions - employee benefits

	2018		2017
	US$’000		US$’000

Provision for annual leave	423		341
	423		341
Movement in provision for annual leave:
Opening balance	341		265
Additions	201		198
Leave taken	(119	)	(122	)
Closing balance	423		341

Accounting policy for employee benefits

Provisions for wages and salaries, including non-monetary benefits and annual leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the balances are settled.

Notes to the Consolidated Financial Statements

Note 15. Current provisions - warranty provision

	2018		2017
	US$’000		US$’000

Provision for warranty	110		459
	110		459
Movement in provision for warranty:
Opening balance	459		298
Additions	110		509
Expired warranties	(459	)	(348	)
Closing balance	110		459

Accounting policy for provisions

The provision represents the estimated warranty claims in respect of products sold which are still under warranty at the reporting date. The provision is estimated based on historical warranty claim information, sales levels and any recent trends that may suggest future claims could differ from historical amounts.

Critical accounting judgements, estimates and assumptions

In determining the level of provision required for warranties the Group has made judgements in respect of the expected performance of the products, the number of customers who will actually claim under the warranty and how often, and the costs of fulfilling the conditions of the warranty. The provision is based on estimates made from historical warranty data associated with similar products and services.

Notes to the Consolidated Financial Statements

Note 16. Borrowings

Borrowings includes the following liabilities carried at amortized cost:

	2018	2017
	US$’000	US$’000
Current
Financial liability with Bridge Bank	—	3,008
	—	3,008

	Square One
	Bank		Bridge Bank		Total
	US$’000		US$’000		US$’000

Balance as at 1 January 2017 (1)	2,482		—		—
Financial liability with Bridge Bank (2)	—		2,500		2,500
Financial liability with Bridge Bank (2)	—		925		925
Interest accrued on facility	58		106		164
Interest paid on facility	(58	)	(106	)	(164	)
Repayment of facility (2)	—		(417	)	(417	)
Repayment of facility (1)	(2,482	)	—		(2,482	)
Balance as at 31 December 2017	—		3,008		3,008
Financial liability with Bridge Bank (2)	—		1,917		1,917
Interest accrued on facility	—		152		152
Interest paid on facility	—		(152	)	(152	)
Repayment of facility (2)	—		(4,925	)	(4,925	)
Balance as at 31 December 2018	—		—		—

(1) Square One Bank Loan

In July 2015, the Company entered into a Debt Facility Agreement with Square One Bank for $2.5 million for a term of 24 months with an interest rate of the Bank’s prime rate of 1.75% and $1.5 million line of credit with an interest rate of the Bank’s prime rate plus 1%. Interest only payments were required for the first 24 months with a reduction in principal due thereafter.

The Company issued warrants to purchase 43,103 shares of Series C preference shares in connection with the Debt Facility agreement. The warrants were converted to shares prior to the completion of the IPO. Refer Note 17 (a)(3).

The loan was repaid on 4 March 2017.

(2) Bridge Bank Loan

On 31 March 2017, the Company entered into a Debt Facility Agreement with Bridge Bank for a first tranche of $2.5 million and an additional amount of $925,000 subject to the achievement of certain funding milestones which were completed in September 2017. Interest accrued at a per annum rate equal to 2% above the Prime Rate.

Notes to the Consolidated Financial Statements

Note 16. Borrowings (continued)

The Company also held a $ 1.5million AR line of credit with Bridge Bank with an interest rate of the Bank’s prime rate plus 1.25%. The facility term provided interest only payments until 31 August 2017 with repayments of principal and interest for 24 months thereafter.

On 8 January 2018, the Company amended the loan agreement with Bridge Bank, allowing the Company to borrow an aggregate of $4.0 million. An additional advance of $1.9 million was made to the Company on 9 January 2018. The amended agreement acknowledged the Company was not in compliance with their financial covenants as of 30 November 2017 and offered a waiver on the default.

The Bridge Bank loan was secured over all personal property of the Company, whether presently existing or hereafter created or acquired, as per the loan agreement.

The loan was repaid on 31 July 2018 and incurred an early payment fee of $0.12 million.

Accounting policy for Borrowings

Loans and borrowings are initially recognized at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortized cost using the effective interest method.

Borrowing costs are capitalized as part of the cost of a qualifying asset when it takes a substantial period of time to get ready for its intended use or sale. The Group capitalized borrowing costs for an internally generated intangible asset in the development phase since 2015. The interest capitalization rate is applied only to costs that themselves have been capitalized as development costs.

Note 17. Current liabilities - financial liabilities

	2018	2017
	US$’000	US$’000

Warrant liability at fair value (a)	—	8,082
Preferred stock at fair value (b)	—	30,927
	—	39,009

Notes to the Consolidated Financial Statements

Note 17. Current liabilities - financial liabilities (continued)

(a) Warrants on Issue and Warrant Liability at Fair Value

	Common		Series C	Series D
	Stock B		Preferred	Preferred		Total		Total
	Number		Number	Number		Number		$’000

As at 1 January 2017	21,824,332		43,103	8,520,148		30,387,583		6,959
Converted to common stock (1) (i)	(2,212,822	)	—	—		(2,212,822	)	(828	)
Warrants issued (2) (i)	—		—	193,826		193,826		14
Converted to preferred stock (2) (ii)	—		—	(363,068	)	(363,068	)	(33	)
Fair value remeasurement of warrants on issue	—		—	—		—		1,970
As at 31 December 2017	19,611,510		43,103	8,350,906		28,005,519		8,082

Converted to common stock (1) (ii)	(1,418,734	)	—	—		(1,418,734	)	(531	)
Warrants issued (2) (iii)	—		—	258,435		258,435		24
Warrants bought back on exercise of put option (2) (iv)

Corporate Directory	2

Chairman’s Letter	3

Directors’ Report	4

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 Consolidated Financial Statements	18

Directors’ Declaration	60

Independent Auditor’s Report	61

Additional Shareholder’s Information	65