AI assistant
Anteris Technologies Global Corp. — Annual Report 2009
Aug 26, 2009
33869_rns_2009-08-26_f76c85f5-60e6-4959-881c-179824bc4c51.pdf
Annual Report
Open in viewerOpens in your device viewer
==> picture [596 x 63] intentionally omitted <==
Innovative BioMedical Devices bioMD Limited ABN 35 088 221 078
Level 11, 225 St Georges Terrace, Perth Western Australia 6000 PO Box 7209, Cloisters Square Western Australia 6850
Telephone (08) 9262 6777 Facsimile (08) 9322 3433 www.biomd.com.au
ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE
1 of 45 pages
27 August 2009
Company Announcements Office Australian Stock Exchange Limited 10[th] Floor, 20 Bond Street SYDNEY NSW 2000
Dear Sir/Madam
Re: Appendix 4E - Preliminary Final Report for the year ended 30 June 2009
The Directors of bioMD Limited are pleased to announce the audited results of the Company for the year ended 30 June 2009.
Yours faithfully
==> picture [80 x 60] intentionally omitted <==
Caroline L Bentley Company Secretary
==> picture [596 x 40] intentionally omitted <==
Appendix 4E
Preliminary Final Report
Name of entity
bioMD Limited
| ABN 36 055 221 078 For announcement to the market |
Financial year ended (“current period”) | Financial year ended (“current period”) | |
|---|---|---|---|
| 30 June 2009 | |||
| $A’000’s | |||
| Revenues from ordinary activities Loss from ordinary activities after tax Loss for the year attributable to members |
down 60% down 11% down 9% |
to 59 to (1,131) to (1,020) |
|
| Dividends | Amount per security | Franked amount per security |
|
| Final dividend proposed | NIL¢ | NIL¢ | |
| Interim dividend | NIL¢ | NIL¢ | |
| 2009 | 2008 | ||
| Net Tangible Asset Backing | 1.01cents | 1.62cents |
Results Commentary
RESULTS:
The operating loss after taxation of the consolidated entity for the year ended 30 June 2009 amounted to $1.1 million, compared to the previous year’s loss of $1.3 million. Revenues are derived from interest income on funds on deposit. As at 30 June 2009, the Group maintained cash reserves of $1.2 million.
OPERATIONS:
Tissue Heart Valves
The proprietary ADAPT[®] Tissue Engineering Process (TEP) has progressed through all pre-clinical animal trials and is now being evaluated in a Phase II Human Clinical Trial where ADAPT treated patch material is being used to repair heart deformities.
Formal discussions are now being held with global tissue heart valve companies, who have an interest in the ADAPT technology. Some companies are well established market leaders and others are companies looking to develop new percutaneous delivered tissue heart valves.
Biomaterial Implants .
An Australian ethics application has been submitted to commence a human clinical trial in Pelvic Floor Reconstruction.
The global soft tissue repair market which encompasses both synthetic and tissue based biomaterial products has a global value of $1 billion and is growing at 15%pa.
bioMD, through its 76% owned subsidiary, Celxcel, will initially look to partner global medical device companies in co-development/licensing deals to bring an ADAPT treated product to the various markets where a soft tissue repair product is applicable.
Injection Therapy Products
Discussions have continued with interested original equipment manufacturers regarding the commercial use of the Prefilled syringe as a packaging medium for the pharmaceutical industry.
Annual General Meeting
The Annual General Meeting will be held at 10.00am on Wednesday 11 November, 2009 at the Terrace Room, Somerset St Georges Terrace Hotel, 185 St Georges Terrace, Perth WA.
Audit
The financial statements on which this report is based have been audited.
==> picture [76 x 51] intentionally omitted <==
==> picture [37 x 65] intentionally omitted <==
(ACN 088 221 078)
ANNUAL REPORT 30 JUNE 2009
DIRECTORS’ REPORT
Your Directors present their report on bioMD Limited (“the Company”) and the consolidated entity (referred to hereafter as the Group) for the year ended 30 June 2009.
DIRECTORS
The following persons were Directors of bioMD Limited during the whole of the financial year and up to the date of this report:
Robert N. Scott
Michael C. Bennett
Robert E. T. Towner
PRINCIPAL ACTIVITIES
During the year, the principal continuing activities of the Group consisted of:
-
Research and development of the ADAPT process used in the production of biomaterials derived from animal tissues for use as bioimplants for human use;
-
CSIRO collaboration; and
-
the development and commercialisation of medical therapy products.
OPERATING RESULT
The operating result for the year:
| Loss before income tax Income tax benefit Loss for the year |
CONSOLIDATED 2009 $ 2008 $ (1,294,184) (1,490,265) 162,798 214,323 (1,131,386) (1,275,942) |
THE COMPANY 2009 $ 2008 $ |
|---|---|---|
| (986,316) (1,362,222) |
||
| 18,847 86,280 |
||
| (967,469) (1,275,942) |
DIVIDENDS
No dividend was paid during the year and the Board has not recommended the payment of a dividend.
SHARE CAPITAL
During the period, a non renounceable rights issue on a one-for-two basis was undertaken. 42,913,144 ordinary shares were issued at 2 cents per share, to raise a total of $0.8 million. Funds were used for working capital to support the on-going clinical trial program for the ADAPT tissue engineering process. The offer was fully subscribed, following the placement of the shortfall of the rights issue on 4 May 2009.
REVIEW OF OPERATIONS
Information on the operations and financial position of the Group and its business strategies and prospects is set out in the Review of Operations contained in this Annual Report.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors, there were no significant changes in the state of affairs of the Group that occurred during the financial year, not otherwise disclosed in this report or the Financial Statements.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the Group in future financial years.
ENVIRONMENTAL REGULATIONS
The Group is not currently subject to any environmental regulations.
LIKELY DEVELOPMENTS
The likely developments in operations of the Group are covered in the Annual Report. Further information on likely developments in the operations of the Group and the expected results of operations have not been included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the consolidated entity.
1
DIRECTORS’ REPORT
INFORMATION ON DIRECTORS
| Director | Experience | Special Responsibilities |
Particulars of Director’s Interest in Shares and Options of the Company |
Particulars of Director’s Interest in Shares and Options of the Company |
|---|---|---|---|---|
| Ordinary Shares | Options | |||
| R. N. Scott FCA, MAICD |
Non-Executive Chairman (Age:62) appointed 23 June 1999. Mr Scott has over 35 years experience in corporate structuring and taxation consulting. He is a Fellow of the Institute of Chartered Accountants in Australia and a Fellow of the Taxation Institute of Australia. Other current directorships Mr Scott holds several public company non-executive directorships including: - Amadeus Energy Limited since October 1996; - Homeloans Limited since November 2000; - Australian Renewable Fuels Limited since December 2002; - New Guinea Energy Limited since July 2006; - Neptune Marine Services Ltd since May 2007; - CGA Mining Ltd since January 2009. Former directorships in last 3 years Non-Executive Director of ETW Ltd from July 2005 to August 2007 |
Chair of the Board Member of Audit Committee |
586,125 | 1,063,000 |
| M. C. Bennett | Executive Director (Age:62) appointed as Managing Director since 16 July 2003. Mr Bennett has over 35 years sales and marketing experience working for US and European medical device companies and has been involved in the introduction of many new medical and surgical device technologies to the Australian market. Since 1979 he owned and operated his own private surgical supply company and has exclusively represented some major overseas medical device manufacturing companies. Other current directorships None Former directorships in last 3 years None |
Managing Director | 9,720,000 | 600,000 |
| R. E. Towner | Executive Director (Age:40) appointed 16 July 2003. Mr Towner has spent over 15 years in financial markets as an authorised representative of Australian investment advisory firms and as a director of publicly listed and unlisted companies. Other current directorships None Former directorships in last 3 years Non-executive Chairman of Brainytoys Ltd from August 2005 to May2006. |
17,611,992 | 3,086,708 |
2
DIRECTORS’ REPORT
COMPANY SECRETARY
The Company Secretary of bioMD Limited is Caroline L. Bentley. Mrs Bentley was appointed to the position in 2000. She has extensive experience as a chartered accountant in public practice and commerce. She also holds the position of Company Secretary and Executive Director of Amadeus Energy Limited.
MEETINGS OF DIRECTORS
The numbers of meetings of the Company’s Board of Directors and of each Board committee held during the year ended 30 June 2009, and the numbers of meetings attended by each Director were:
| Directors | Full Meetings of Directors | Full Meetings of Directors | Meetings of Audit Committee | Meetings of Audit Committee |
|---|---|---|---|---|
| A | B | A | B | |
| Robert N. Scott | 9 | 9 | 2 | 2 |
| Michael C. Bennett | 9 | 9 | ** | ** |
| Robert E. T. Towner | 9 | 9 | ** | ** |
A = Number of meetings attended
B = Number of meetings held during the time the director held office or was a member of the committee during the year
** = Not a member of the relevant committee
The Board meets regularly on an informal basis in addition to the above meetings.
Details of the memberships of the committee of the Board are presented in the Corporate Governance Statement.
RETIREMENT, ELECTION AND CONTINUATION IN OFFICE OF DIRECTORS
Mr Michael Bennett is the Director retiring by rotation, who, being eligible, offers himself for re-election.
REMUNERATION REPORT
The remuneration report is set out under the following main headings:
A Principles used to determine the nature and amount of remuneration
B Details of remuneration
-
C Service agreements
-
D Share-based compensation
The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act 2001. There were no executives other than Directors of the Company during the financial year. Hence no executive disclosures are made in this report. The remuneration arrangements detailed in this report are for Non-Executive and Executive Directors as follows:
Robert Scott Non-Executive Chairman Michael Bennett Managing Director Robert Towner Executive Director
A Principles Used to Determine the Nature and Amount of Remuneration
The objective of the Company’s remuneration framework is to ensure reward for performance is competitive and appropriate for the results delivered and set to attract the most qualified and experienced candidates.
Remuneration levels are competitively set to attract the most qualified and experienced directors and senior executive officers, in the context of prevailing market conditions.
The Company embodies the following principles in its remuneration framework:
-
the Board seeks independent advice on remuneration policies and practices including recommendations on remuneration packages and other terms of employment for Directors; and
-
in determining remuneration, advice is sought from external consultants on current market practices for similar roles, the level of responsibility, performance and potential of the Director and performance of the bioMD Group.
In accordance with best practice corporate governance, the structure of non-executive and executive remuneration is separate and distinct. Remuneration Committee responsibilities are carried out by the full Board.
Non-Executive Director
Fees and payments to the Non-Executive Director reflect the demands which are made on, and the responsibilities of the Director. The Non-Executive Director’s fees and payments are reviewed annually by the Board. The Non-Executive Chairman’s fees are determined based on competitive roles in the external market. The Chairman is not present at any discussions relating to the determination of his own remuneration.
3
DIRECTORS’ REPORT - REMUNERATION REPORT
The current base remuneration was last reviewed in May 2009 when the benefits were unchanged from the previous year. The Chairman currently receives a fixed fee for his services as a Director.
The Company’s Non-Executive Director’s remuneration package contains the following key elements:
-
primary benefits – quarterly director’s fees; and
-
equity – share options under the bioMD Share Option Incentive Plan (as approved by shareholders at the 2004 Annual General Meeting).
The Non-Executive Director’s fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $250,000 per annum and was approved by shareholders at the 2002 Annual General Meeting.
No retirement benefits are provided other than compulsory superannuation.
Share options under the bioMD Share Option Incentive Plan can also be offered to the Non-Executive Director as a long term incentive.
Executive Directors
The Company’s Executive Directors’ remuneration packages contain the following key elements:
-
primary benefits – fees via base service agreements and a parking bay; and
-
equity – share options under the bioMD Share Option Incentive Plan (as approved by shareholders at the Annual General Meeting on 28 October 2004).
The combination of these components comprises the Executive Directors’ total remuneration.
Service agreements are in place for Executive Directors which provide for a fixed base fee per annum. External remuneration information provides benchmark information to ensure the base pay is set to reflect the market for a comparable role. Base fees are reviewed annually to ensure the level is competitive with the market. There is no guaranteed base fee increases included in any Executive Director contracts. A parking bay is also provided as an additional benefit to Executive Directors.
The Company does not offer any variable remuneration incentive plans or bonus schemes to Executive Directors or any retirement benefits, and as such there are no performance related links to the existing remuneration policies.
The following table shows the gross revenue, losses and share price of the Group at the end of the respective financial years:
| 30 June | ||||||
|---|---|---|---|---|---|---|
| 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | |
| Revenue | 71,820 | 205,887 | 165,309 | 115,308 | 147,977 | 59,043 |
| Net loss | (650,347) | (1,767,760) | (1,177,080) | (2,237,442) | (1,275,942) | (1,131,386) |
| Share price | 17 cents | 4.5 cents | 4.6 cents | 14 cents | 5.5 cents | 4.4 cents |
4
DIRECTORS’ REPORT - REMUNERATION REPORT
B Details of Remuneration
Details of the remuneration of the Directors of the Group is set out below:
| 2009 | Short-term benefits Post- employment benefits Non- monetary benefits Share based benefits Total Percentage remuneration consisting of options for the year Directors fees $ Consulting fees $ Salary $ Superannuation $ $ Equity options $ $ % |
|---|---|
| Non-Executive Director R. Scott Executive Directors M. Bennett R. Towner Total key management personnel compensation (Group) 2008 |
42,200 - - 3,800 - - 46,000 - - 300,000 - - 8,760 - 308,760 - - 200,000 - - 8,760 - 208,760 - |
| 42,200 500,000 - 3,800 17,520 - 563,520 |
|
| Non-Executive Director R. Scott Executive Directors M. Bennett R. Towner Total key management personnel compensation (Group) |
42,200 - - 3,800 - - 46,000 - - 300,000 - - 7,560 - 307,560 - - 200,000 - - 7,560 - 207,560 - |
| 42,200 500,000 - 3,800 15,120 - 561,120 |
(1) Remuneration is not linked to the performance of the Company.
(2) There are no termination or retirement benefits for Non-Executive Directors (other than statutory superannuation).
(3) Company secretarial services are provided by Amadeus Energy Limited (refer to Note 25(d)).
C Service Agreements
On appointment, the Non-Executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter outlines the Board policies and terms, including remuneration relevant to the office of director.
Remuneration and other terms of employment for the Managing Director and Executive Director are formalised in service agreements. The major provisions relating to remuneration are set out below.
All contracts may be terminated early by either party with six months notice, subject to termination payments as outlined below.
Michael Bennett, Managing Director
-
Term of agreement – 5 years from 1 July 2006;
-
Base fee of $300,000 for the year ended 30 June 2009, to be reviewed annually;
-
Payment of long service leave equal to 3 months of base fee upon completion of 7 years of continuous service;
-
No superannuation payable under the agreement;
-
No performance based benefits payable under the agreement.
Robert Towner, Executive Director
-
Term of agreement – 5 years from 1 July 2006;
-
Base fee of $200,000 for the year ended 30 June 2009, to be reviewed annually;
-
Payment of long service leave equal to 3 months of base fee upon completion of 7 years of continuous service;
-
No superannuation payable under the agreement;
-
No performance based benefits payable under the agreement.
5
DIRECTORS’ REPORT - REMUNERATION REPORT
Termination benefits
Post-employment benefits include accrued long service leave, which is due and payable after every seven consecutive years of service. The service agreements provide Executive Directors with three months of base fee in the event of redundancy. No other termination benefits are payable, unless the Company does not provide the required six month notice period of termination, then three months of base fee is payable.
An agreement is in place between the Company and Amadeus Energy Limited (Amadeus), a company in which Mr Scott is a Director, whereby Amadeus provides company secretarial and administration services to the Company. The agreement has been renewed to January 2010 at a rate of $30,000 per annum, reviewed annually.
| Agreement start | Agreement end | Notice | Termination benefits if | |
|---|---|---|---|---|
| date | date | period | terminated by the Company | |
| Executive Directors | ||||
| M. C. Bennett | 1 July 2006 | 30 June 2011 | 6 months | 3 months of base fee |
| R. E. Towner | 1July2006 | 30 June2011 | 6months | 3months ofbasefee |
D Share-based Compensation
Options
Options over shares in the Company are granted under the bioMD Employee Share Option Plan (‘ESOP’) which was approved by shareholders at the 2004 Annual General Meeting. The Plan is used to reward Directors and employees for their performance and to align their remuneration with the creation of shareholder wealth. There are no performance requirements to be met before exercise can take place. The Plan is designed to provide long-term incentives to deliver longterm shareholder returns. Participation in the Plan is at the discretion of the Board and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The issue of options is not linked to performance conditions because setting the option price at a level above the current share price at the time the options are granted, provides incentive for management to improve the Company’s performance.
The terms and conditions of each grant of Plan options affecting remuneration in the previous, this or future reporting periods are as follows:
| Grant Date | Date vested and exercisable |
Expiry date | Exercise price | Value per option at grant date |
|---|---|---|---|---|
| 16 Nov 2006 | 16 Nov 2006 | 16 Nov 2010 | 10 cents | 5.11 cents |
| 19Mar 2008 | 19Mar 2008 | 19Mar 2011 | 10 cents | 5.27cents |
Options granted under the ESOP carry no dividend or voting rights. The grant date equals the vesting date for all options.
Details of options over ordinary shares in the Company provided as remuneration to each Director is set out below. When exercisable, each option is convertible into one ordinary share of bioMD Limited. Further information is set out in Note 26 to the financial statements.
Number of options granted/vested during the year
| Name | 2009 2008 |
|---|---|
| Directors R. N. Scott M. C. Bennett R. E. Towner Company Secretary C. L. Bentley |
- - - - - - |
| - - - |
During the year no Plan options were issued to Directors. (2008: nil)
No shares have been issued to Directors as a result of the exercise of any Plan options in the current financial year. (2008: nil)
THIS IS THE END OF THE AUDITED RENUMERATION REPORT
6
DIRECTORS’ REPORT
SHARES UNDER OPTION
| SHARES UNDER OPTION | SHARES UNDER OPTION |
|---|---|
| Unissued ordinary shares ofbioMD Limited underoptionas at the date ofthisreport are asfollows: | |
| Date options granted Expiry date Issue price of shares |
Number under option Value of option at grant date |
| 16 Aug 2006 16 Aug 2010 10 cents 16 Nov 2006 16 Nov 2010 10 cents 14 Dec 2007 30 Aug 2010 25 cents 19 Mar 2008 19 Mar 2011 10 cents |
1,250,000 2.36 cents 1,800,000 5.11 cents 6,264,476 N/A 600,000 5.27 cents |
| **Total ** | 9,914,476 |
No option holder has any right under the options to participate in any other share issue of the Company or any other entity. The options are exercisable at any time on or before the expiry date.
150,000 options lapsed on 1 November 2008 with an exercise price of $0.15 per option and a further 300,000 options lapsed on 1 February 2009 with an exercise price of $0.15 per option. (2008: 64,104,626 options lapsed on 30 August 2007 with an exercise price of $0.20 per option.)
During the period, 42,913,144 ordinary shares were issued and listed on 6 April and 4 May 2008 under a rights issue prospectus dated 16 February 2009. The funds raised of $858,263 were applied to working capital to fund the development of the ADAPT advanced tissue engineering process.
During the period no ESOP options were issued. (2008: 600,000 ESOP options were issued on 19 March 2008 to an employee of the Company).
During the period no options were exercised. (2008: 35,494 ordinary shares were issued upon the exercise of options at 20 cents per option).
INSURANCE OF OFFICERS
During the year, bioMD Limited paid a premium of $22,082 to insure the Directors and officers of the Company and its controlled entity. No liability has arisen under these indemnities as at the date of this report.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Company, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purposes of taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.
NON-AUDIT SERVICES
The Company may decide to employ the auditor on assignments additional to their statutory audit duties, where the auditors’ expertise and experience with the Company are important.
Details of the amounts paid or payable to the auditor (BDO Kendalls Audit & Assurance (WA) Pty Ltd) for audit and nonaudit services provided during the year are set out below.
The Board of Directors has considered the position and, in accordance with the advice received from the Audit Committee, is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
All non-audit services have been reviewed by the Audit Committee to ensure they do not impact on the impartiality and objectivity of the auditor; and
-
None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards.
7
DIRECTORS’ REPORT
During the year the following fees were paid or payable for services provided by the auditor of the Company, its related practices and non-related audit firms:
| 2009 $ |
2008 $ |
|
|---|---|---|
| Audit Services BDO Kendalls Audit & Assurance (WA) Pty Ltd Audit and review of financial reports Non-audit Services Other assurance services Related practices of BDO Kendalls: AIFRS accounting services Taxation services Related practices of BDO Kendalls: Taxation compliance services Other services Related practices of BDO Kendalls: Benchmarking services Total remuneration for non-audit services |
27,343 - - - - |
24,025 |
| 2,311 26,200 1,545 |
||
| 30,056 |
AUDITOR
BDO Kendalls Audit & Assurance (WA) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001 .
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is attached.
This report is made in accordance with a resolution of the Directors.
==> picture [102 x 26] intentionally omitted <==
Robert N. Scott
Non-Executive Chairman Perth, Western Australia
Dated this 27th day of August 2009
8
==> picture [152 x 32] intentionally omitted <==
27[th] August 2009
==> picture [170 x 151] intentionally omitted <==
The Directors bioMD Limited 11 / 225 St Georges Terrace PERTH WA 6000
Dear Sirs
DECLARATION OF INDEPENDENCE BY PETER TOLL TO THE DIRECTORS OF bioMD LIMITED
As lead auditor of bioMD Limited for the year ended 30 June 2009, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
-
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
any applicable code of professional conduct in relation to the audit.
This declaration is in respect of bioMD Limited and the entity it controlled during the period.
==> picture [132 x 5] intentionally omitted <==
==> picture [132 x 4] intentionally omitted <==
==> picture [132 x 4] intentionally omitted <==
==> picture [132 x 5] intentionally omitted <==
==> picture [132 x 4] intentionally omitted <==
==> picture [132 x 4] intentionally omitted <==
==> picture [132 x 5] intentionally omitted <==
==> picture [132 x 4] intentionally omitted <==
Peter Toll Director
==> picture [133 x 4] intentionally omitted <==
==> picture [133 x 4] intentionally omitted <==
==> picture [133 x 5] intentionally omitted <==
==> picture [133 x 4] intentionally omitted <==
==> picture [133 x 4] intentionally omitted <==
==> picture [133 x 4] intentionally omitted <==
==> picture [133 x 4] intentionally omitted <==
BDO Kendalls Audit & Assurance (WA) Pty Ltd Perth, Western Australia.
BDO Kendalls is a national association of separate partnerships and entities. Liability limited by a scheme approved under Professional Standards Legislation.
INCOME STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009
| Note | CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|---|---|
| Revenue from continuing operations 3 Administrative expenses Employee benefits 4 Asset write-downs 4 Impairment expense 4 Depreciation expense 4 Loss before income tax from continuing operations Income tax benefit 5 Loss for the year Loss is attributable to: Equity holders of bioMD Limited Minority interest Earnings/(Loss) per share (cents per share) 18 Basic loss per share Diluted loss per share |
59,043 147,977 370,176 395,745 |
| (1,141,750) (1,273,322) (873,217) (923,633) (157,040) (180,643) (157,040) (180,643) (6,890) - (6,890) - (36,075) (176,495) (312,613) (649,590) (11,472) (7,782) (6,732) (4,101) |
|
| (1,353,227) (1,638,242) (1,356,492) (1,757,967) |
|
| (1,294,184) (1,490,265) (986,316) (1,362,222) |
|
| 162,798 214,323 18,847 86,280 |
|
| (1,131,386) (1,275,942) (967,469) (1,275,942) |
|
| (1,020,112) (1,126,607) (967,469) (1,275,942) (111,274) (149,335) - - |
|
| (1,131,386) (1,275,942) (967,469) (1,275,942) |
|
| Cents Cents (1.09) (1.32) (1.09) (1.32) |
The above income statements should be read in conjunction with the accompanying notes.
10
BALANCE SHEETS AS AT 30 JUNE 2009
| Note | CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|---|---|
| ASSETS Current Assets Cash and cash equivalents 20 Other receivables 6 Total Current Assets Non-Current Assets Property, plant & equipment 8 Other financial assets 7 Intangible assets 9 Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables 10 Borrowings 11 Total Current Liabilities Non-Current Liabilities Provisions 12 Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 14 Reserves 15 Accumulated losses 15 Capital and reserves attributable to equity holders of bioMD Limited Minority interest 16 TOTAL EQUITY |
1,249,650 1,448,627 1,071,150 1,128,477 19,677 74,359 338,358 54,652 |
| 1,269,327 1,522,986 1,409,508 1,183,129 |
|
| 31,888 40,994 9,075 18,542 - - - 305,991 - - - - |
|
| 31,888 40,994 9,075 324,533 |
|
| 1,301,215 1,563,980 1,418,583 1,507,662 |
|
| 137,080 126,720 110,543 90,415 20,013 20,013 - - |
|
| 157,093 146,733 110,543 90,415 |
|
| 46,077 28,630 46,077 28,630 |
|
| 46,077 28,630 46,077 28,630 |
|
| 203,170 175,363 156,620 119,045 |
|
| 1,098,045 1,388,617 1,261,963 1,388,617 |
|
| 8,976,132 8,135,317 8,976,132 8,135,317 184,630 184,630 184,630 184,630 (8,135,337) (7,115,224) (7,898,799) (6,931,330) |
|
| 1,025,425 1,204,723 1,261,963 1,388,617 |
|
| 72,620 183,894 - - |
|
| 1,098,045 1,388,617 1,261,963 1,388,617 |
The above balance sheets should be read in conjunction with the accompanying notes.
11
STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009
| Share Capital $ Share Based Reserves $ |
CONSOLIDATED Accumulated Losses $ Total $ Minority Interest $ Total Equity $ |
|
|---|---|---|
| Balance at 1 July 2007 Loss for the year Total recognised income and expense for the year Issue of shares (net of transaction costs) Employee share options Balance at 1 July 2008 Loss for the year Total recognised income and expense for the year Issue of shares (net of transaction costs) Balance at 30 June 2009 |
7,848,502 145,570 - - |
(5,988,617) 2,005,455 333,229 2,338,684 (1,126,607) (1,126,607) (149,335) (1,275,942) |
| - - 286,815 - - 39,060 |
(1,126,607) (1,126,607) (149,335) (1,275,942) - 286,815 - 286,815 - 39,060 - 39,060 |
|
| 286,815 39,060 8,135,317 184,630 - - |
- 325,875 - 325,875 (7,115,224) 1,204,723 183,894 1,388,617 (1,020,113) (1,020,113) (111,274) (1,131,387) |
|
| - - 840,815 - |
- - - - - 840,815 - 840,815 |
|
| 8,976,132 184,630 |
(8,135,337) 1,025,425 72,620 1,098,045 |
| THE Share Capital $ Share Based Reserves $ |
COMPANY Accumulated Losses $ Total $ |
|
|---|---|---|
| Balance at 1 July 2007 Loss for the year Total recognised income and expense for the year Issue of shares (net of transaction costs) Employee share options Balance at 1 July 2008 Loss for the year Total recognised income and expense for the year Issue of shares (net of transaction costs) Balance at 30 June 2009 |
7,848,502 145,570 - - |
(5,655,388) 2,338,684 (1,275,942) (1,275,942) |
| - - 286,815 - - 39,060 |
(1,275,942) (1,275,942) - 286,815 - 39,060 |
|
| 286,815 39,060 8,135,317 184,630 - - |
- 325,875 (6,931,330) 1,388,617 (967,469) (967,469) |
|
| - - 840,815 - |
- - - 840,815 |
|
| 8,976,132 184,630 |
(7,898,799) 1,261,963 |
The above Statements of Changes in Equity should be read in conjunction with the accompanying notes.
12
CASH FLOW STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009
| Note | CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers / ATO refunds Payment to suppliers Interest received NET CASH OUTFLOW FROM OPERATING ACTIVITIES 20 CASH FLOWS FROM INVESTING ACTIVITIES Payment to related entity Payments for property, plant & equipment Payments for intangible assets Proceeds from sale of plant and equipment NET CASH OUTFLOW FROM INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from share issues Share issue transaction costs NET CASH INFLOW FROM FINANCING ACTIVITIES NET DECREASE IN CASH HELD CASH AT BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR 20 |
42,816 251,404 523,291 419,725 (1,103,565) (1,264,087) (1,343,525) (937,775) |
| (1,060,749) (1,012,683) (820,234) (518,050) 66,303 91,046 32,884 53,347 |
|
| (994,446) (921,637) (787,350) (464,703) |
|
| - - (100,000) - (9,600) (23,020) (4,500) (11,575) (36,075) (40,495) (6,621) (18,953) 329 - 329 - |
|
| (45,346) (63,515) (110,792) (30,528) |
|
| 858,263 320,203 858,263 320,203 (17,448) (33,388) (17,448) (33,388) |
|
| 840,815 286,815 840,815 286,815 |
|
| (198,977) (698,337) (57,327) (208,416) |
|
| 1,448,627 2,146,964 1,128,477 1,336,893 |
|
| 1,249,650 1,448,627 1,071,150 1,128,477 |
The above Cash Flow Statements should be read in conjunction with the accompanying notes.
13
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for bioMD Limited (the ‘Company’) and the consolidated entity consisting of bioMD Limited and its subsidiary (together referred to as the ‘Group’).
The financial report was authorised for issue in accordance with a resolution of the Directors on 27 August 2009.
(a) Basis of Preparation
This general-purpose financial report has been prepared in accordance with Australian Accounting Standards (‘AASB’), other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001 .
The financial report has been prepared on the basis of the historical cost convention and is presented in Australian dollars.
Statement of Compliance
Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘AIFRS’). Compliance with AIFRS ensures that the consolidated financial statements and notes of bioMD Limited comply with International Financial Reporting Standards (‘IFRS’).
New accounting standards and interpretations
Certain new accounting standards have been published that are not mandatory for 30 June 2009 reporting periods. The Group has not applied any of the following in preparing this financial report:
| Affected Standard | Nature and Impact of Change to Accounting Policy |
Application |
|---|---|---|
| AASB 8: Operating Segments and AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 |
No impact on accounting policy or amounts recognised in the financial statements, but will require change to disclosures in relation to ‘management approach’ofsegmentreporting |
1 January 2009 |
| AASB 123 : Borrowing Costs and AASB 2007-6 Amendments to Australian Accounting Standards arisingfrom AASB 123. |
No impact on financial statements as no borrowing costsincurred by the Group to date |
1 January 2009 |
| AASB 101: Presentation of Financial Statements and AASB 2007- 8 and AASB 2007-10 Amendments to Australian Accounting Standards arising from AASB 101 |
Introduces a statement of comprehensive income and makes changes to the statement of changes in equity, but will not affect any of the amounts recognised in the financial statements. |
1 January 2009 |
| AASB 3 : Business Combinations and AASB 2008-3 Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127. |
As there is no requirement to retrospectively restate comparative amounts for business combinations undertaken before this date, there is unlikely to be any impact on the financial statements when this revised standard is first adopted. |
1 July 2009 |
| AASB 127 : Consolidated and Separate Financial Statements and AASB 2008-7 Amendments to Australian Accounting Standards arising from AASB 127. |
As there is no requirement to retrospectively restate the effect of these revisions, there is unlikely to be any impact on the financial statements when this revised standard is first adopted. Celxcel Pty Ltd is incurring losses. To the extent that Celxcel incurs losses for the financial year ending 30 June 2010, such losses will be attributed to the non-controlling interest. No adjustment will be made to comparatives for losses not previously attributed to thenon-controllinginterest. |
1 July 2009 |
| AASB 2008-1 Amendments to AASB 2 Share Based Payments: Vesting Conditions and Cancellations |
The definition of vesting conditions has changed. To date the company has not issued any options to employees that include non- vesting conditions and as such there will be no impact on the financial statements when the revised standardis adoptedforthefirst time. |
1 January 2009 |
| AASB 2009-2 Amendments to Australian Accounting Standards – Improving disclosures about financial instruments |
As this is a disclosure standard only, there will be no impact on amounts recognised in the financial statements. However, various additional disclosures will be required about fair values of financial instruments and the company’sliquidityrisk. |
1 January 2009 |
14
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(b) Principles of Consolidation
Subsidiaries
Subsidiaries are entities controlled by the Company. The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise the Consolidated Entity, being bioMD Limited (“Company” or “Parent Entity”) and its subsidiary as defined in AASB 127: Consolidated and Separate Financial Statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements.
The consolidated financial statements include the information and results of the subsidiary from the date on which the Company obtains control and until such time as the Company ceases to control such entity. Acquisitions of entities are accounted for using the purchase method of accounting.
In preparing the consolidated financial statements, all inter-company balances and transactions, income and expenses and profit and losses resulting from intra-group transactions are eliminated in full.
Investments in subsidiaries are accounted for at cost in the financial report of bioMD Limited.
(c) Segment Reporting
A business segment is identified for a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is identified when products or services are provided within a particular economic environment subject to risks and returns that are different from those of segments operating in other economic environments.
(d) Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable.
Interest income
Interest income is recognised on a time proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.
Lease income
Lease income from operating leases is recognised in income on a straight-line basis over the lease term.
(e) Government Grants
Grants from the Government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.
Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate.
(f) Income Tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided in full, using the liability method, on temporary difference arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
15
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Deferred tax liabilities and assets are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
bioMD Limited and its Australian controlled entity has not implemented the tax consolidation legislation.
(g) Operating Leases
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases are charged to the income statement in a straightline basis over the period of the lease.
Lease income from operating leases, where the Group is lessor, is recognised in income on a straight line basis over the lease term.
(h) Business Combinations
The purchase method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, equity instruments issued or assumed at the date of exchange plus costs directly attributable to the acquisition. Transaction costs arising on the issue of equity instruments are recognised directly in equity.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date, irrespective of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the Group’s share of the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in the income statement, but only after a re-assessment of the identification and measurement of the net assets acquired.
(i) Impairment of Assets
Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which they are separately identifiable cash flows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Non-financial assets other than goodwill are reviewed for possible reversal of the impairment at each reporting date.
(j) Cash and Cash Equivalents
For cash flow statement presentation purposes, 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 that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value and bank overdrafts. Bank overdrafts are shown in current liabilities on the balance sheet.
(k) Investments and Other Financial Assets
The Group has no financial assets with the exception of cash and cash equivalents (refer to note 1(j)), receivables and the parent company investment in a subsidiary. The parent entity investment in subsidiary is carried at cost.
(l) Derivatives and Hedging Activities
The Group does not undertake any derivative or hedging activities.
(m) Property, Plant and Equipment
Items of property, plant and equipment are stated at historical cost less accumulated depreciation. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred at the date of acquisition plus costs directly attributable to the acquisition. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be reliably measured. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the reporting period in which they are incurred.
16
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Depreciation is calculated using the straight-line method to allocate cost over the estimated useful life of an item of property, plant and equipment.
The estimated useful lives for each class of assets in the current and comparative periods are as follows:
- Plant and equipment 3 years
The assets’ residual values and useful lives are reviewed and adjusted, if appropriate at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the income statement.
(n) Intangible Assets
Intellectual property
Costs incurred on intellectual property (IP) are recognised at cost of acquisition. IP has an indefinite life and is carried at cost less any accumulated amortisation and any impairment losses.
Patents
Costs associated with patents are recognised at cost of acquisition. Patents have an indefinite life and are carried at cost less any accumulated amortisation and any impairment losses.
Research and development
Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical knowledge and understanding, is recognised as an expense as incurred.
Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products or services before the start of commercial production or use, is capitalised if the product or service is technically and commercially feasible and adequate resources are available to complete the development. The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct labour and an appropriate proportion of overheads. Other development expenditure is recognised in the income statement as an expense as incurred. To date, no development costs have been capitalised.
(o) 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. The amounts are unsecured and are usually paid within 30 days of recognition.
(p) Borrowings
Borrowings are initially measured at the principal amount. Interest is charged as an expense as it accrues. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.
(q) Employee Benefits
General
Employee benefits expenses arising in respect of wages and salaries, annual leave, long service leave and other types of employee benefits are charged to the income statement in the period in which they are incurred. Contributions to superannuation funds by the Company are charged to the income statement when due. A superannuation scheme is not maintained on behalf of employees.
Wages, salaries, annual leave and sick leave
Liabilities for employee benefits for wages, salaries and annual leave expected to be settled within 12 months of the reporting date represent present obligations resulting from employee’s services provided to reporting date, are measured at undiscounted amounts based on remuneration wage and salary rates that the entity expects to pay at reporting date.
17
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Long service leave
The liability for long service leave is recognised in provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Retirement benefit obligations
The Group makes statutory superannuation guarantee contributions in respect of each employee to their nominated complying superannuation plan. In certain circumstances, pursuant to an employee’s employment contract the Group may also make salary sacrifice superannuation contributions in addition to the statutory guarantee contribution.
Contributions to the employees’ superannuation plans are recognised as an expense as they become payable.
Share based payments
Share based compensation benefits are provided to employees via the bioMD Employee Share Option Plan (ESOP).
The fair value of options granted under the ESOP is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and recognised on that date.
The fair value is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the non-tradeable nature of the option, the share price and expected price volatility of the underlying shares, the expected yield and the risk free interest rate for the term of the option.
(r) Contributed Equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(s) Earnings Per Share
Basic earnings per share
Basic earnings per share is determined by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking into account amounts unpaid on ordinary shares and any reduction in earnings per share that will probably arise from the exercise of options outstanding during the financial year.
Options granted under the bioMD Share Option Plan are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in Note 26.
(t) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case, it is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.
18
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(u) Trade Receivables
Trade receivables are recognised initially at fair value and then subsequently measured at amortised cost. Trade receivables are due for settlement within 30 days from the date of the sale.
Collectability of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivable.
(v) Accounting Estimates and Judgements
In the process of applying the accounting policies, management has made certain judgements or estimations which have an effect on the amounts recognised in the financial statements.
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:
Share based payment transactions
The cost of share based payments to employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted.
2. FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks (including interest rate risk, credit risk and liquidity risk). The Group’s overall risk management program focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group does not use derivative financial instruments, however, the Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate risk, aging analysis for credit risk and at present are not exposed to price risk.
Risk management is carried out by the Board of Directors with assistance from suitably qualified external advisors. The Board provides written principles for overall risk management and further policies will evolve commensurate with the evolution and growth of the Company.
The Group and the Company hold the following financial instruments:
| Financial assets Cash and cash equivalents Other receivables Financial liabilities Trade and other payables Borrowings |
CONSOLIDATED 2009 2008 $ $ 1,249,650 1,448,627 19,677 74,359 1,269,327 1,522,986 137,080 126,720 20,013 20,013 157,093 146,733 |
THE COMPANY 2009 2008 $ $ |
|---|---|---|
| 1,071,150 1,128,477 338,358 54,652 |
||
| 1,409,508 1,183,129 |
||
| 110,543 90,415 - - |
||
| 110,543 90,415 |
The Group’s principal financial instruments comprise cash and short-term deposits. The Group does not have any borrowings, other than loans from external shareholders of Celxcel Pty Ltd, which are payable at call and interest-free.
On 9 March 2009 the parent entity provided a $100,000 loan to Celxcel (unsecured) at market interest rates, with no fixed term for repayment between the parties. The average interest rate on the loan during the year was 8.95% (2008: N/A).
The main purpose of the financial instruments is to fund the Group’s operations.
19
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
2. FINANCIAL RISK MANAGEMENT (continued)
It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group are cash flow (interest rate risk, liquidity risk and credit risk). The Board reviews and agrees policies for managing each of these risks and they are summarised below:
(a) Market Risk
Foreign exchange risk
The Company does not currently operate internationally and therefore its exposure to foreign exchange risk arising from currency exposures is limited.
Price risk
The Group is not exposed to equity securities price risk and holds no equity investments. The Group is not exposed to any price risks as the Group is carrying out development/commercialisation stage of the technology and no sales of product have been made to date.
Cash flow and interest rate risk
The Group’s only interest rate risk arises from cash and cash equivalents held. Term deposits and current accounts held with variable interest rates expose the group to cash flow interest rate risk. The Company does not consider this to be material to the Group and has therefore not undertaken any further analysis of risk exposure.
The following sets out the Group’s exposure to interest rate risk, including the effective weighted average interest rate by maturity periods:
| 30 June 2009 Consolidated Note Weighted average interest rate |
1 year or less $ 2-5 years $ Total $ |
|---|---|
| Financial assets Cash and cash equivalents 20 2.45% Financial liabilities Borrowings 11 0% Total 30 June 2008 Consolidated Note Weighted average interest rate |
1,249,650 - 1,249,650 (20,013) - (20,013) |
| 1,229,637 - 1,229,557 |
|
| 1 year or less $ 2-5 years $ Total $ |
|
| Financial assets Cash and cash equivalents 20 6.88% Financial liabilities Borrowings 11 0% Total 30 June 2009 Company Note Weighted average interest rate |
1,448,627 - 1,448,627 (20,013) - (20,013) |
| 1,428,614 - 1,428,614 |
|
| 1 year or less $ 2-5 years $ Total $ |
|
| Financial assets Cash and cash equivalents 20 2.84% 30 June 2008 Company Note Weighted average interest rate |
1,071,150 - 1,071,150 |
| 1 year or less $ 2-5 years $ Total $ |
|
| Financial assets Cash and cash equivalents 20 7.10% |
1,128,477 - 1,128,477 |
20
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2009
2. FINANCIAL RISK MANAGEMENT (continued)
(b) Credit Risk
The Group does not have any significant concentrations of credit risk. Credit risk is managed by the Board and arises from cash and cash equivalents as well as credit exposure, including outstanding receivables and committed transactions.
All cash balances held at banks are held at internationally recognised institutions. The majority of receivables are immaterial to the Group. Given this, the credit quality of financial assets that are neither past due or impaired can be assessed by reference to historical information about default rates.
The maximum exposure to credit risk at reporting date is the carrying amount of the financial assets as summarised at the start of Note 2.
The Group credit quality of financial assets that are neither past due not impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates:
| Cash at bank and short-term bank deposits AA |
CONSOLIDATED 2009 2008 $ $ 1,249,650 1,448,627 |
THE COMPANY 2009 2008 $ $ |
|---|---|---|
| 1,071,150 1,128,477 |
(c) Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash balances and access to equity funding.
The Group’s exposure to the risk of changes in market interest rates relates primarily to cash assets and floating interest rates. The Group does not have significant interest-bearing assets and is not materially exposed to changes in market interest rates.
The Directors monitor the cash-burn rate of the Group on an ongoing basis against budget.
As at reporting date the Group had sufficient cash reserves to meet its requirements. The Group has no access to credit standby facilities or arrangements for further funding or borrowings in place.
The financial liabilities the Group had at reporting date were trade payables incurred in the normal course of the business. These were non interest-bearing and were due within the normal 30-60 days terms of creditor payments. Borrowings consist of loans from external shareholders of Celxcel Pty Ltd, which are payable at call and interest-free.
Maturities of financial liabilities
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Group – At 30 June 2009
| Group – At 30 June 2009 | |
|---|---|
| Less than 6 months 6-12 months 1-2 years 2-5 years Over 5 years Total contractual cash flows Carrying amount (assets)/l iabilities $ $ $ $ $ $ $ |
|
| Non-derivatives Trade and other payables Non-interest bearing Variable rate Fixed rate Total non-derivatives |
137,080 137,080 137,080 20,013 - - - - 20,013 20,013 - - - - - - - - - - - - - - |
| 157,013 - - - - 157,013 157,013 |
21
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2009
2. FINANCIAL RISK MANAGEMENT (continued)
Group – At 30 June 2008
| Group – At 30 June 2008 | |
|---|---|
| Less than 6 months 6-12 months 1-2 years 2-5 years Over 5 years Total contractual cash flows Carrying amount (assets)/l iabilities $ $ $ $ $ $ $ |
|
| Non-derivatives Trade and other payables Non-interest bearing Variable rate Fixed rate Total non-derivatives |
126,720 126,720 126,720 20,013 - - - - 20,013 20,013 - - - - - - - - - - - - - - |
| 146,733 - - - - 146,733 146,733 |
(d) Fair Value Estimation
The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes.
The carrying value less impairment provision of receivables and trade payables are assumed to approximate their fair values due to their short-term nature.
The consolidated entity’s principal financial instruments consist of cash and deposits with banks, accounts receivable, trade payables and loans payable. The main purpose of these non-derivative financial instruments is to finance the entity’s operations.
(e) Sensitivity Analysis
A sensitivity analysis has not been performed on interest rate risk for the Group or the Company, as the results are deemed immaterial to the Group.
22
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
3. REVENUES
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| Revenue from continuing operations Finance revenue Administration services income Sub-lease rental income Grant income Other income Total revenue from continuing operations Breakdown of Finance Revenue: Bank interest Interest from controlled entity |
47,043 103,788 46,176 71,645 - - 312,000 312,000 12,000 12,000 12,000 12,000 - 32,089 - - - 100 - 100 |
| 59,043 147,977 370,176 395,745 |
|
| 47,043 103,788 43,332 71,645 - - 2,844 - |
|
| 47,043 103,788 46,176 71,645 |
4. EXPENSES
| Note | CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|---|---|
| Loss before income tax includes the following specific expenses: Consultancy costs Rental expense relating to operating leases Depreciation Plant & equipment 8 Research and development costs Write-down of plant & equipment Impairment of assets: Intangibles – patents 9 Investment in subsidiary 7 Total impairment losses Employee benefits expense Wages and salaries Superannuation Leave provisions Other benefits Share based payments – equity settled 24 |
757,750 774,249 577,450 571,160 26,070 26,070 26,070 26,070 11,472 7,782 6,732 4,101 17,957 16,445 - 12,614 6,890 - 6,890 - 36,075 176,495 6,622 18,953 - - 305,991 630,637 |
| 36,075 176,495 312,613 649,590 |
|
| 86,492 54,218 86,492 54,218 10,550 10,302 10,550 10,302 53,132 48,139 53,132 48,139 6,866 36,364 6,866 36,364 - 31,620 - 31,620 |
|
| 157,040 180,643 157,040 180,643 |
23
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
5. INCOME TAX EXPENSE/(BENEFIT)
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| (a) Income tax expense/(benefit) Current tax Deferred tax R and D tax rebate Deferred income tax (revenue)/expense included in income tax expense comprises: Decrease/(Increase) in deferred tax assets (Decrease)/Increase in deferred tax liabilities (b) Numerical reconciliation of income tax benefit to prima facie tax payable Loss from continuing operations before income tax expense Tax at the Australian tax rate of 30% (2008:30%) Tax effect of amounts that are not deductible/ (taxable) in calculating taxable income: Share based payments Sundry non-assessable/deductible items Sundry non-deductible items Under/(over) provision in prior years Income tax benefit not recognised R and D tax rebate Income tax expense/(benefit) (c) Tax losses Unused tax losses for which no deferred tax assets have been recognised Potential tax benefit at 30% All unused tax losses were incurred by Australian entities. (d) Unrecognised temporary differences Deferred tax assets and liabilities not recognised relate to the following: Deferred tax assets Tax losses Other temporary differences Deferred tax liabilities Other temporary differences Net deferred tax assets |
- - - - - - - - (162,798) (214,323) (18,847) (86,280) |
| (162,798) (214,323) (18,847) (86,280) |
|
| - - - - - - - - |
|
| - - - - |
|
| (1,294,185) (1,490,265) (986,316) (1,362,222) |
|
| (388,255) (447,080) (295,895) (408,667) |
|
| - 11,718 - 11,718 94,443 (13,736) 94,443 126,838 (2,060) 825 (2,060) 733 |
|
| (295,872) (448,273) (203,512) (269,378) - - 295,872 448,273 203,512 269,378 (162,798) (214,323) (18,847) (86,280) |
|
| (162,798) (214,323) (18,847) (86,280) |
|
| 5,787,836 5,106,269 4,717,514 4,245,811 |
|
| 1,736,351 1,531,881 1,415,254 1,273,743 |
|
| 1,736,351 1,531,881 1,415,254 1,273,743 138,739 107,030 117,486 560,482 (2,649) (8,693) (2,846) 7,994 |
|
| 1,872,441 1,630,218 1,529,894 1,842,219 |
(e) Tax consolidation legislation
bioMD Limited and its Australian controlled entity have not implemented the tax consolidation legislation.
24
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
6. OTHER RECEIVABLES
| Note | CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|---|---|
| Current Other receivables Accrued Interest Loan to controlled entity – unsecured 23 |
17,515 52,937 233,352 36,354 2,162 21,422 5,006 18,298 - - 100,000 - |
| 19,677 74,359 338,358 54,652 |
Other receivables arise from GST refunds expected from the ATO for June 2009.
There are no impaired receivables for both the Group and the parent entity in 2008 or 2009. There are no receivables past due but not impaired.
Refer to Note 2 for information on the risk management policy of the Group.
7. OTHER FINANCIAL ASSETS
| Note | CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|---|---|
| Shares in subsidiary 13 Provision for impairment |
- - 1,858,920 1,858,920 - - (1,858,920) (1,552,929) |
| - - - 305,991 |
The shares in subsidiary are carried at cost. For further information in relation to the subsidiary – refer to Note 13.
8. PROPERTY, PLANT & EQUIPMENT
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| Plant & equipment Cost Accumulated depreciation Net book amount Reconciliation Opening net book amount Additions Disposals Asset write-down Depreciation charge Closing net book amount |
82,400 84,890 46,650 54,240 (50,512) (43,896) (32,575) (35,698) |
| 31,888 40,994 9,075 18,542 |
|
| 40,994 25,756 18,542 11,067 9,600 23,020 4,500 11,576 (368) - (369) - (6,866) - (6,866) - (11,472) (7,782) (6,732) (4,101) |
|
| 31,888 40,994 9,075 18,542 |
No non-current assets are pledged as security by the Group.
25
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
9. INTANGIBLE ASSETS
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| Patents Patent costs Opening net book value Additions - acquisitions Impairment charge Closing net book value |
- - - - |
| - - - - 36,075 176,495 6,622 18,953 (36,075) (176,495) (6,622) (18,953) |
|
| - - - - |
All intangible assets have been assessed to have an indefinite useful life, as the assets are at a point too early to reliably determine the length of their useful life. The recovery of patents remains dependent upon future successful commercial application of the entity’s intellectual property. The recoverable amount of each cash-generating unit is determined based on fair value less costs to sell. As a result, both intellectual property and patent costs have been fully impaired at the date of this financial report.
No third party contracts have been signed to date. This does not in anyway reflect the Directors’ opinion as to the future potential of the ADAPT technology.
10. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| Trade payables Other payables |
55,761 71,586 29,224 39,281 81,319 55,134 81,319 51,134 |
| 137,080 126,720 110,543 90,415 |
11. CURRENT LIABILITIES - BORROWINGS
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| Loans payable | 20,013 20,013 - - |
(a) Financing Arrangements
The loans are unsecured, interest-free and repayable at call to third-party shareholders in Celxcel Pty Ltd.
The Group does not have any lines of undrawn credit and no liabilities or assets are pledged as security.
(b) Fair Value
The fair value of the loans payable equals their carrying amount, as the impact of discounting is not significant.
No off-balance sheet liabilities are reported as at 30 June 2009 (2008: Nil)
(c) Risk Exposure
Information about the Group’s and parent entity’s exposure to interest rate risk is provided in Note 2.
26
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
12. NON CURRENT LIABILITIES – PROVISIONS
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| Long service leave provision | 46,077 28,630 46,077 28,630 |
13. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance with the accounting policy described at Note 1(b).
| Name of entity | Country of Incorporation |
Class of Shares Equity Holding (%) 2009 2008 |
|---|---|---|
| Celxcel Pty Ltd | Australia | Ordinary 76.32 76.32 |
The proportion of ownership interest is equal to the proportion of voting power held.
14. CONTRIBUTED EQUITY
| SHARES $ 2009 2008 2009 2008 |
||
|---|---|---|
| (a) Share Capital Ordinary shares Fully paid |
128,823,113 85,909,969 128,823,113 8,135,317 |
|
| Notes No. shares Issue Price $ 84,308,356 7,848,502 (d) 35,494 0.20 6,979 (c) 1,566,119 0.20 313,224 (33,388) 85,909,969 8,135,317 (e) 21,062,439 0.02 421,249 (e) 21,850,705 0.02 437,014 (17,448) 128,823,113 8,976,132 |
||
| Date | ||
| (b) Movements in Ordinary Share Capital Details Opening balance Conversion of options Rights issue Transaction costs Balance Rights issue Rights issue - shortfall Transaction costs Balance |
1/07/06 4/09/07 12/07/07 |
|
| 30/6/08 6/04/09 04/05/09 |
||
| 30/6/09 |
27
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
14. CONTRIBUTED EQUITY (continued)
(c) Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds of winding up of the Company in proportion to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote and upon a poll each share is entitled to one vote.
(d) Shares Under Option
On 4 September 2007 35,494 listed options were converted into ordinary shares.
Information in relation to the bioMD Employee Share Option Plan, including details of options issued, exercised or lapsed during the financial year is set out in Note 24.
Options over ordinary shares:
9,914,476 listed options on issue as at 30 June 2009 (2008: 6,264,476 listed options).
(e) Rights Issue
A Rights Issue raised $858,263 via the issue of 42,913,144 ordinary shares at 2 cents per share. The Rights Issue Prospectus was dated 12 February 2009, offering one share for every two ordinary shares held by eligible shareholders. Funds were used for working capital to support the on-going clinical trial program for the ADAPT tissue engineering process. The offer was fully subscribed, following the placement of shortfall of the rights issue on 4 May 2009.
(f) Capital Risk Management
The Company’s objective when managing capital is to safeguard the ability to continue as a going concern and to provide returns for shareholders and benefits for other stakeholders and to maintain capital structure to reduce the cost of capital.
The Board of Directors monitors capital on an ad-hoc basis. No formal targets are in place for return on capital or gearing ratios as the Group has not derived any income from the developing technology and currently has no debt facilities in place.
28
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
15. RESERVES AND ACCUMULATED LOSSES
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| (a) Reserves Share-based payments reserve Movements: Share based payments reserve: Balance 1 July Option expense Balance 30 June (b) Accumulated Losses Movements in accumulated losses were as follows: Balance 1 July Net loss attributable to members of the Company Balance 30 June |
- 184,630 - 184,630 184,630 145,570 184,630 145,570 - 39,060 - 39,060 |
| 184,630 184,630 184,630 184,630 |
|
| (7,115,224) (5,988,617) (6,931,330) (5,655,388) (1,020,113) (1,126,607) (967,469) (1,275,942) |
|
| (8,135,337) (7,115,224) (7,898,799) (6,931,330) |
(c ) Nature and Purpose of Reserves
The share-based payments reserve is used to recognise the fair value of options issued to employees and consultants.
16. MINORITY INTEREST
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| Interest in: Share Capital Accumulated losses |
584,389 584,389 - - (511,769) (400,495) - - |
| 72,620 183,894 - - |
29
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
17. REMUNERATION OF AUDITORS
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms:
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| (a) Audit Services BDO Kendalls Audit & Assurance (WA) Pty Ltd Audit and review of financial reports and other audit work under the Corporations Act 2001 (b) Non-audit Services Taxation services Related entities to BDO Kendalls Audit and Assurance (WA) Pty Ltd Non- BDO firms Other services Related entities to BDO Kendalls (WA) Pty Ltd Benchmarking services AIFRS accounting services Non- BDO firms AIFRS accounting services Total remuneration for non-audit services |
27,343 24,025 19,834 16,512 |
| - 26,200 - 15,600 24,200 - 10,600 - |
|
| 24,200 26,200 10,600 15,600 - 1,545 - 1,545 - 2,311 - 2,311 5,000 - 5,000 - |
|
| 5,000 30,056 5,000 19,456 |
It is the Group’s policy to employ BDO Kendalls on assignments additional to their statutory audit duties where BDO’s expertise and experience with the Group are important. These assignments are principally accounting assistance under AIFRS.
30
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
18. EARNINGS PER SHARE
| CONSOLIDATED 2009 Number 2008 Number |
|
|---|---|
| (a) Weighted Average Number of Shares Used as the Denominator Weighted average number of ordinary shares used in the denominator in calculating basic earnings per share Adjustment for calculation of diluted earnings per share: Options Weighted average number of ordinary shares used in the denominator in calculating diluted earnings per share (b) Earnings Used in Calculating Earnings/(Loss) Per Share Basic earnings/(loss) per share Diluted earnings/(loss) per share (c) Information concerning classification of securities |
94,227,222 85,206,186 |
| - - |
|
| 94,227,222 85,206,186 |
|
| (1,020,112) (1,126,607) (1,020,112) (1,126,9607) |
|
Options:
No listed or unlisted options of bioMD Limited have been included in the determination of basic earnings/(loss) per share because all options on issue have an exercise price above the market share price of the Company as at year end.
Details relating to options granted under the bioMD Employee Share Option Plan (ESOP) are outlined in Note 24.
19. COMMITMENTS
Total expenditure commitments at balance date not provided for in the financial statements
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| (a) Operating Lease Commitments Future operating lease commitments not provided for in the financial statements and payable: Within one year Later than one year but no later than five years The Company leases office space under an operating lease expiring in November 2009. The lease has escalation clauses and renewal rights. On renewal, the terms of the lease were renegotiated. (b) Other Commitments - CSIRO Within one year Later than one year but no later than five years The Company is party to a research agreement with CSIRO. |
14,300 27,997 14,300 27,997 - 14,300 - 14,300 |
| 14,300 42,297 14,300 42,297 |
|
| - 117,000 - 117,000 - - - - |
|
| - 117,000 - 117,000 |
|
31
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
20. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| (a) Reconciliation to Cash at the End of the Year Cash at bank and in hand Deposits at call Total cash at the end of the year |
276,689 244,621 98,189 138,471 972,961 1,204,006 972,961 990,006 |
| 1,249,650 1,448,627 1,071,150 1,128,477 |
(b) Cash at Bank and On Hand
These are interest bearing accounts held at bank with average interest rates of 0.15%. (2008: 3.85%)
(c) Deposits At Call
The deposits bear floating interest rates at 3.12% pa. (2008: 7.3% to 7.85%)
The deposits have an average maturity of 30 days.
(d) Interest rate Risk Exposure
The Group’s and the parent entity’s exposure to interest rate risk is discussed in Note 2.
(e) Reconciliation of Loss After Income Tax to Net Cash Outflow from Operating Activities
| Loss for the year Depreciation expense Asset write-down Impairment charge Long service leave Straight line lease rental Accrued interest Income tax benefit Non-cash employee benefits expense - share based payments (Increase)/decrease in receivables Increase/(decrease) in creditors Increase/(decrease) in other provisions Net cash outflow from operating activities |
(1,131,386) (1,275,942) (967,469) (1,275,942) 11,472 7,782 6,732 4,101 6,890 - 6,890 - 36,075 176,495 312,613 649,590 - - 17,462 24,828 916 (916) (832) (916) 19,274 (12,741) 13,292 (18,298) - 219,635 - 188,691 - 39,060 - 39,060 35,422 (6,233) (196,998) (3,734) (26,241) (116,916) (14,723) (95,393) 53,132 48,139 35,685 23,310 |
|---|---|
| (994,446) (921,637) (787,350) (464,703) |
21. SEGMENT REPORTING
(a) Description of Segments
Business Segments
The Group operates in two primary business segments:
-
the development of bioimplants; and
-
the development and commercialisation of medical therapy products.
32
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
21. SEGMENT REPORTING (continued)
Geographical Segments
The Group operates are in one geographical area - Australia.
No secondary reporting format is disclosed as the Group only operates in one geographical segment.
a. Primary Reporting Format - Business Segments
| 2009 | Medical therapy products $ |
Bioimplants $ |
Eliminations $ |
Consolidated $ |
|---|---|---|---|---|
| Consolidated revenue | 370,176 | 3,711 | (314,844) | 59,043 |
| Segment result | ||||
| Loss before tax | 986,316 | 613,860 | (350,994) | 1,294,184 |
| Income taxbenefit | (18,847) | (143,951) | - | (162,798) |
| Loss for year | 967,469 | 469,910 | (305,993) | 1,131,386 |
| Segment assets | 1,418,583 | 212,165 | (332,533) | 1,301,215 |
| Segment liabilities | 156,620 | 379,083 | (332,533) | 203,170 |
| **Other information ** | ||||
| Acquisitionof non-current assets | 4,500 | 5,100 | - | 9,600 |
| Depreciation | 6,732 | 4,740 | - | 11,472 |
| Asset write-down | 6,890 | - | - | 6,890 |
| Impairment of intangibles | 312,613 | 29,454 | (350,992) | 36,075 |
| 2008 | ||||
| Consolidated revenue | 395,745 | 64,232 | (312,000) | 147,977 |
| Segment result | ||||
| Loss before tax | 1,362,222 | 758,679 | (630,636) | 1,490,264 |
| Income tax benefit | (86,280) | (128,043) | - | (214,323) |
| Loss for year | 1,275,942 | 630,636 | (630,636) | 1,275,942 |
| Segment assets | 1,507,662 | 373,835 | (317,517) | 1,563,980 |
| Segment liabilities | 119,045 | 67,844 | (11,526) | 175,363 |
| **Other information ** | ||||
| Acquisition of non-current assets | 11,575 | 11,445 | - | 23,020 |
| Depreciation | 4,101 | 3,681 | - | 7,782 |
| Assetwrite-down | - | - | - | - |
| Impairment of intangibles | 649,590 | 157,542 | (630,637) | 176,495 |
(c) Notes To and Forming Part of Segment Information
(i) Accounting Policies
Segment information is prepared in conformity with the accounting policies as disclosed in Note 1 and Accounting Standard AASB 114: Segment Reporting.
Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by the segment and consist primarily of operating cash, receivables, property, plant and equipment and other intangible assets. Segment liabilities consist primarily of creditors, employee benefits and borrowings. Segment assets and liabilities do not include income taxes.
(ii) Inter-segment transfers
Segment revenues, expenses and results include transfers between segments. Such transfers are priced on an ‘armslength’ basis and are eliminated on consolidation.
33
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
22. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Key Management Personnel
The following persons were key management personnel of bioMD Limited during the financial year:
-
(i) Chairman – Non-Executive
-
Mr Robert Scott
-
(ii) Executive Directors
-
Mr Michael Bennett
-
Mr Robert Towner
(b) Key Management Personnel Compensation
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| Short-term employee benefits Post employment benefits Non monetary benefits Share-based payments |
542,200 542,200 542,200 542,200 3,800 3,800 3,800 3,800 17,520 15,120 17,520 15,120 - - - - |
| 563,520 561,120 563,520 561,120 |
(c) Equity Instrument Disclosures Relating to Key Management Personnel
(i) Options provided as remuneration and shares
Details of options provided as remuneration and shares issued on the exercise of options, together with terms and conditions of the options can be found in Section D of the Remuneration Report.
(ii) Option holdings
The number of options over ordinary shares in the Company held during the financial year by each director of bioMD Limited, including their personally related parties, are set out below:
| Options | Balance at | Balance at | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Directors of bioMD | the start of | Granted as | the end of | Vested and | |||||
| Limited | theyear | compensation | Exercised | Expired | theyear | Unvested | exercisable | ||
| 2009 | |||||||||
| R. Scott | 1,063,000 | - | - | - | 1,063,000 | - | 1,063,000 | ||
| M. Bennett | 600,000 | - | - | - | 600,000 | - | 600,000 | ||
| R. Towner | 3,086,708 | - | - | - | 3,086,708 | - | 3,086,708 | ||
| 2008 | |||||||||
| R. Scott | 1,667,500 | - | - | (604,500) | 1,063,000 | - | 1,063,000 | ||
| M. Bennett | 5,653,219 | - | - | (5,053,219) | 600,000 | - | 600,000 | ||
| R. Towner | 10,866,770 | - | - | (7,780,062) | 3,086,708 | - | 3,086,708 |
(iii) Share holdings
The number of shares in the Company held during the financial year by each Director of the Company, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation.
| Ordinary shares | Balance at the | Received during the year | Other changes | Balance at the end |
|---|---|---|---|---|
| Directors of bioMD Limited | start of theyear | on exercise of options | during theyear | of theyear |
| 2009 | ||||
| R. Scott | 390,750 | - | 195,375 | 586,125 |
| M. Bennett | 8,170,000 | - | 1,550,000 | 9,720,000 |
| R. Towner | 11,611,721 | - | 6,000,271 | 17,611,992 |
| 2008 | ||||
| R. Scott | 275,000 | - | 115,750 | 390,750 |
| M. Bennett | 8,125,938 | - | 44,062 | 8,170,000 |
| R. Towner | 10,651,080 | - | 960,641 | 11,611,721 |
There are no loans or other transactions at the end of the current year or prior year to Directors of bioMD Limited.
34
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
23. RELATED PARTY TRANSACTIONS
(a) Parent Entity
The parent entity within the Group is bioMD Limited.
(b) Subsidiary
Interest in subsidiary is set out in Note 13.
(c) Key Management Personnel
Disclosures relating to Directors and specified executives are set out in Note 22.
(d) Transactions and Balances with Related Parties
Amadeus Energy Ltd, a company in which Mr R. Scott is a Director, has an agreement with the Company to provide company secretarial and administration services commencing from 27 November 2006 and also a sub-lease for office space for a period of 3 years from 27 November 2006. As at 30 June 2009 bioMD owes Amadeus Energy Ltd a balance of $6,960 (2008: $9,740).
During the current year, bioMD Limited renewed an agreement in place with Celxcel Pty Ltd to provide management and administration services for a further year from 1 April 2009. As at 30 June 2009 Celxcel owes bioMD a balance of $229,690 (2008:$28,600) in relation to management services.
Capstone Capital Pty Ltd, a company in which Mr R. Towner was a Director, had an agreement with the Company to sublease office space for a period of 1 year from 1 April 2008. On 1 January 2009 the sub-lease was taken over by Cornerstone Corporate Pty Ltd, a company in which Mr Towner is a Director. The lease has been renewed for a period of 1 year from 1 August 2008. As at 30 June 2009 Cornerstone owes bioMD Ltd a balance of $3,300 (2008: Capstone $5,516).
The above transactions are on commercial arms-length basis.
The following transactions occurred with related parties:
| THE COMPANY 2009 $ 2008 $ |
|
|---|---|
| Other transactions Remuneration paid to directors of the parent entity Company secretarial and administration fees paid to Amadeus Energy Limited Office recharge costs paid to Amadeus Energy Limited Administration and management services to Celxcel Pty Ltd Reimbursement of expenses by Celxcel to bioMD Reimbursement of expense by bioMD to Celxcel Sub-lease office rental from Cornerstone Corporate Pty Ltd |
563,520 561,120 30,000 30,000 47,300 46,747 312,000 312,000 1,044 20,287 - 11,525 12,000 12,000 |
The following balance is outstanding at reporting date in relation to transactions with related parties:
Current receivables (administration and management services)
Subsidiary 229,690 28,600
No provision for doubtful debts have been raised in relation to the outstanding balance and no expense has been recognised in respect of bad or doubtful debts due from related parties.
35
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
23. RELATED PARTY TRANSACTIONS (continued)
| (d) Loans to/from related parties Loan to subsidiary Beginning of the year Loans advanced Interest charged End of year |
THE COMPANY 2009 $ 2008 $ |
|---|---|
| - - 100,000 - 2,844 - |
|
| 102,844 - |
No provision for doubtful debts have been raised in relation to any outstanding balances, and no expense recognised in respect of bad or doubtful debts due from related parties. The outstanding loan is unsecured and repayable in cash.
24. SHARE BASED PAYMENTS
(a) Employee Share Option Plan
The bioMD Employee Share Option Plan (ESOP) was approved by shareholders at the 2004 Annual General Meeting. Eligible Employees (as defined in the Plan and which includes Directors, employees and consultants) are able to participate in the Plan.
The terms of the ESOP include:
-
Options are issued to selected Eligible Employees for free;
-
The allotment of options is at the discretion of the Board of Directors;
-
Shares allotted on the exercise of the options are to be issued at an exercise price determined by the Board in its absolute discretion, which price shall not be less than the minimum exercise price permitted by the Listing Rules;
-
Options expire 4 years after the grant date;
-
Options are unlisted and not transferable unless the Directors in their absolute discretion agree to a transfer; and
-
Options carry no dividend rights or voting rights.
The Company has a total of 3,650,000 staff options over ordinary shares in the Company as at 30 June 2009. (2008: 3,950,000)
During the current financial year no options were issued to employees (2008: 600,000).
Set out below are summaries of options granted under the Plan:
| Grant date Expiry date Exercise price $ |
Balance at start of the year Number Granted during the year Number Exercised during the year Number Expired during the year Number Vested and Exercisable at end of year Number |
|---|---|
| 2009 01-Feb-05 01-Feb-09 0.15 16-Aug-06 16-Aug-10 0.10 16-Nov-06 16-Nov-10 0.10 19-Mar-08 19-Mar-11 0.10 Total Weighted average exercise price |
300,000 - - (300,000) - 1,250,000 - - - 1,250,000 1,800,000 - - - 1,800,000 600,000 - - - 600,000 |
| 3,950,000 - - - 3,650,000 |
|
| $0.10 $0.15 $0.10 |
The weighted average remaining contractual life of share options outstanding at the end of the period was 1.40 years
36
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009
24. SHARE BASED PAYMENTS (continued)
| Grant date Expiry date Exercise price $ |
Balance at start of the year Number Granted during the year Number Exercised during the year Number Expired during the year Number Vested and Exercisable at end of year Number |
|---|---|
| 2008 01-Feb-05 01-Feb-09 0.15 16-Aug-06 16-Aug-10 0.10 16-Nov-06 16-Nov-10 0.10 19-Mar-08 19-Mar-11 0.10 Total Weighted average exercise price |
300,000 - - - 300,000 1,250,000 - - - 1,250,000 1,800,000 - - - 1,800,000 - 600,000 - - 600,000 |
| 3,350,000 600,000 - - 3,950,000 |
|
| $0.10 $0.10 $0.10 |
The weighted average remaining contractual life of share options outstanding at the end of the period was 1.175 years.
(b) Expenses Arising from Share Based Payment Transactions
Total expenses arising from share based payment transactions recognised during the period as part of employee benefit expense were as follows:
| CONSOLIDATED THE COMPANY 2009 $ 2008 $ 2009 $ 2008 $ |
|
|---|---|
| Options issued under employee option plan | - 31,620 - 31,620 |
(c) Fair Value of Options Granted
No options were granted during the year ended 30 June 2009. The assessed fair value at grant date of options granted during the year ended 30 June 2008 was 5.27 cents per option. The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the option term, the share price at grant date and expected price volatility of the underlying share and the risk-free interest rate for the term of the option.
The model inputs for options granted during the year ended 30 June 2008 included:
-
options granted for no consideration, have a four year life and exercisable at any time prior to expiry date;
-
exercise price: $0.10;
-
grant date: 19 March 2008;
-
expiry date: 19 March 2011;
-
share price at grant date: 11.1 cents;
-
expected price volatility of the company’s shares: 90%;
-
expected dividend yield: 0% (based on historic volatility); and
-
risk-free interest rate: 6.08%.
25. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE
There have been no subsequent events to balance sheet date which would have a material effect on the Group’s financial statements at 30 June 2009.
26. DIVIDENDS
No dividends have been declared or paid during the period.
37
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
-
The financial statements, comprising the income statement, balance sheet, cash flow statement, statements of changes in equity, accompanying notes, are in accordance with the Corporations Act 2001 and:
-
(a) comply with Accounting Standards, the Corporations Regulations 2001 ; and
-
(b) give a true and fair view of the financial position as at 30 June 2009 and of the performance for the year ended on that date of the Company and the consolidated entity.
-
In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
-
The remuneration disclosures included in the Director’s Report (as part of the Remuneration Report) for the year ended 30 June 2009, comply with section 300A of the Corporations Act 2001 .
-
The Directors have been given the declarations by the Managing Director and chief financial officer required by section 295A of the Corporations Act 2001 .
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:
==> picture [117 x 30] intentionally omitted <==
ROBERT N. SCOTT Non-Executive Chairman
Perth, Western Australia
Dated this 27th day of August 2009
38
==> picture [152 x 32] intentionally omitted <==
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF bioMD LIMITED
==> picture [170 x 151] intentionally omitted <==
Report on the Financial Report
We have audited the accompanying financial report of bioMD Limited, which comprises the balance sheet as at 30 June 2009, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the disclosing entity and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the disclosing entity are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that compliance with Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 would be in the same terms if it had been given to the directors at the time this audit report was made.
BDO Kendalls is a national association of separate partnerships and entities. Liability limited by a scheme approved under Professional Standards Legislation.
==> picture [152 x 31] intentionally omitted <==
Auditor’s Opinion
In our opinion the financial report of bioMD Limited is in accordance with the Corporations Act 2001 , including:
-
(a) (i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2009 and of their performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included on pages 3 to 6 of the directors’ report for the year ended 30 June 2009. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion, the Remuneration Report of bioMD Limited for the year ended 30 June 2009, complies with section 300A of the Corporations Act 2001.
BDO Kendalls Audit & Assurance (WA) Pty Ltd
Peter Toll Director
Signed in Perth, Western Australia Dated this 27[th] day of August 2009.
SHAREHOLDER DETAILS
The number of shares held by the substantial shareholders as at 14 August 2009:
| Name | No. ordinary | % of issued |
|---|---|---|
| shares held | capital held | |
| Ochre Health Group Pty Ltd | 13,000,000 | 10.09 |
| Mandolin Pty Ltd | 11,924,492 | 9.26 |
| Victoria Park Investments Pty Ltd | 10,457,500 | 8.12 |
| Parerg Pty Ltd | 9,600,000 | 7.45 |
| Voting rights | ||
| The shares carry the right to one vote for each share held. | ||
| Distribution of shareholders | ||
| Number of ordinary shareholders: 860 | ||
| Number of ordinary shares | No. of shareholders | |
| 1 - 1,000 | 138 | |
| 1,001 - 5,000 | 143 | |
| 5,001 - 10,000 | 127 | |
| 10,001 - 100,000 | 330 | |
| 100,001 and over | 122 | |
| Total | 860 | |
| Twenty Largest Shareholders | ||
| No. ordinary | % of issued | |
| Name | shares held | capital held |
| Ochre Health Group Pty Ltd | 13,000,000 | 10.09 |
| Mandolin Pty Ltd | 11,924,492 | 9.26 |
| Victoria Park Investments Pty Ltd | 10,457,500 | 8.12 |
| Parerg Pty Ltd | 9,600,000 | 7.45 |
| R E T Towner | 5,687,500 | 4.41 |
| Towner | 2,821,127 | 2.19 |
| Hooker & Associates Pty Ltd | 2,527,115 | 1.96 |
| Idobee Pty Ltd | 2,361,900 | 1.83 |
| J D Ord | 2,075,000 | 1.61 |
| Carter Capital Limited | 1,800,000 | 1.40 |
| F and A Popovsky | 1,750,000 | 1.35 |
| Spinifex Holdings Pty Ltd | 1,650,330 | 1.28 |
| LSAF Holdings Pty Ltd | 1,625,000 | 1.26 |
| Torwood Resources Limited | 1,600,000 | 1.24 |
| Celebration Holdings Pty Ltd | 1,500,000 | 1.16 |
| Zoltarn Pty Ltd | 1,367,500 | 1.06 |
| I Neethling | 1,300,000 | 1.01 |
| F G Spanyik | 1,250,454 | 0.97 |
| L F Lewis | 1,250,000 | 0.97 |
| WM and Ml Sam Yue | 1,184,116 |
0.92 |
The 20 largest shareholders hold 59.56% of the Company's issued capital.
41