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ASSOCIATE GLOBAL PARTNERS LIMITED — Annual Report 2009
Aug 26, 2009
64401_rns_2009-08-26_ab9d9dc0-d395-42b9-8b65-b9b1a5ce69e2.pdf
Annual Report
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27 August 2009
Company Announcements Office Australian Stock Exchange
ASX Preliminary Final Report – 30 June 2009
This report is to be read in conjunction with the annual report for the year ended 30 June 2009 and any public announcements made by the company during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .
| Contents | |
|---|---|
| Results for announcement to the market (Appendix 4E item 2) | 2 |
| Other Appendix 4E information (Appendix 4E item 9) | 2 |
| Commentary on results for the period (Appendix 4E item 14) | 3 |
| Status of audit (Appendix 4E items 15 to 17) | 4 |
| Preliminary Financial Report (Appendix 4E items 3 to 8, 10 to 12) | Attachment 1 |
For further information:
Jenny Harry CEO and Managing Director, Tyrian Diagnostics Limited Phone: 02 8877 8947
1
1/35 Waterloo Road, North Ryde Sydney NSW 2113 Australia Locked Bag 2073, North Ryde Sydney NSW 1670 Australia Phone: +61 2 9889 1830 Fax: + 61 2 9889 1805 www.tyriandx.com Tyrian Diagnostics Limited ACN 080 277 998
Tyrian Diagnostics Limited
ABN 56 080 277 998
Reporting period: Year ended 30th June 2009 (Previous corresponding period: Year ended 30th June 2008)
Results for announcement to the market
| Results for announcement to the market | ||||||
|---|---|---|---|---|---|---|
| A$’000 | ||||||
| Revenuefrom continuing activities | Down | 27% | to | 1,335 | ||
| Revenueand other income from continuing activities | Down | 23% | to | 1,794 | ||
| (Loss)from continuing activities after tax attributable to | Down | 18% | to | (6,416) | ||
| members | ||||||
| (Loss)for the year attributable to members | Down | 20% | to | (6,995) | ||
| Dividends/distributions | Amount per security | Franked | amount per | |||
| security | ||||||
| Final dividend | Nil | Nil | ||||
| Interim dividend | Nil | Nil | ||||
| Record date for determining entitlements to the final dividend | N/A | |||||
| Other Appendix 4E information | ||||||
| 30 | June 2009 | 30 June 2008 | ||||
| $ | $ | |||||
| Net tangible assets perordinary share | 0.012 | 0.034 |
This report has been compiled using the attached Financial Report for the year ended 30 June 2009.
2
Commentary on results for the period (Appendix 4E item 14)
Overview
During the 2009 financial year Tyrian’s first diagnostic product ReadRite Alpha Amylase (“RR-AA”) was commercialized with Bayer CropScience AG, and the Company advanced the development of additional diagnostic tests in the areas of respiratory infectious disease and agriculture. The Company manufactured the RR-AA product for first commercial release and initiated a search for a suitable Original Equipment Manufacturer (“OEM”) for commercial manufacture of its DiagnostIQ products. At the same time, Tyrian outsourced the manufacture of its Reader instrument (the ReadRite® ImmunoScanner) for commercial production.
The achievement of specific milestones included:
-
Set up internal manufacturing processes to commence initial commercial manufacture of the ReadRite® Alpha-Amylase test kit.
-
Manufacture and supply of the ReadRite® Alpha-Amylase test kit for market seeding in North America by commercial partner.
-
Validation of the ReadRite® Alpha-Amylase test kit by an independent official evaluation.
-
Design and successful outsourcing of the manufacture of the ReadRite® Immunoscanner for commercial release.
-
Identified and engaged with potential qualified OEM partners for outsourcing the manufacture of commercial scale volumes of the ReadRite® Alpha-Amylase test kit.
-
Completed the proof of concept phase to achieve specifications for a second crop quality product with Bayer CropScience AG.
-
Completed a feasibility study for the development of rapid diagnostic tests to detect active tuberculosis (TB) disease in collaboration with BD. The study demonstrated detection of selected proprietary TB proteins in sputum, although the desired levels of sensitivity and specificity were not achieved.
-
Entered an extended option period with BD under its current agreement to allow BD to perform further feasibility studies of the suitability of Tyrian’s proprietary TB protein markers for the development of rapid diagnostic tests to detect active TB disease.
During the year the Company also closed down its operations in Boston, USA. As a consequence of this closure, the operating results from the Boston operations have been reported separately to the operating results from continuing operations of the Company. The analysis of revenues and expenses below reflects only the continuing operations of the Company.
Financial Highlights
Revenue from continuing operations:
Revenue from continuing operations decreased by $0.49 million (27%), from $1.82 million in 2008 to $1.33 million in 2009, resulting primarily from a decrease in collaboration funding as the Company completed development work on current projects. However, the decrease in collaboration funding was partially offset by an increase in recurring revenue streams driven primarily by the commercialisation of the ReadRite alpha amylase diagnostic kit, with total royalty and licensing income increasing to $315,007 (2008: $198,327).
Other income from continuing operations:
Other income from continuing operations decreased by $0.03 million (6%), from $0.49 million in 2008 to $0.46 million in 2009, representing primarily non-recurring items. In 2008 other income comprised a gain on sale of shares in an unlisted company and non-cash revenue received upon execution of a licensing agreement, whereas in 2009 other income primarily comprised the recycle of a foreign currency translation reserve upon deregistration of a subsidiary, foreign exchange gains during the year, a small government grant, and further proceeds from the sale of shares in the previous year.
Expenses from continuing operations:
Cost of goods sold:
Decreased by 87% during the financial year to $0.02 million (2008: $0.15 million) in line with the decrease in sales of technology products.
3
1/35 Waterloo Road, North Ryde Sydney NSW 2113 Australia Locked Bag 2073, North Ryde Sydney NSW 1670 Australia Phone: +61 2 9889 1830 Fax: + 61 2 9889 1805 www.tyriandx.com Tyrian Diagnostics Limited ACN 080 277 998
Employment costs:
Decreased by 15% during the financial year to $4.15 million (2008: $4.90 million). Salary costs decreased during the year due to the Company’s restructuring activities, and there was a reduction in the value attributed to share-based payment expense, a non-cash item. These decreases were partially offset by one-off termination payments incurred in the restructure.
Occupancy costs:
These expenses remained constant at $1.15 million (2008: $1.14 million).
Corporate and administration expenses:
These expenses decreased 27% to $1.41 million (2008: $1.93 million). During the year the Company actively managed its corporate overhead costs, with the most significant savings resulting from decreased use of external consultants, resulting in decreases to accounting, auditing, legal and business consulting fees.
External research supplies and services:
Increased 15% during the financial year to $0.94 million (2008: $0.82 million), the increase represented primarily by the product development and validation work done on the Company’s Reader (for Bayer ReadRite products) and by initial scoping work done on the Company’s molecular TB test and respiratory test programs.
Intellectual Property Costs:
Decreased 46% during the financial year to $0.35 million (2008: $0.65 million) as the Company rationalized its patent portfolio in response to strategic focus on building a diagnostics business using the proprietary DiagnostIQ platform.
Depreciation and amortization:
Decreased by 39% during the financial year to $0.30 million (2008: $0.49 million) as a result of the overall aging of fixed assets.
Finance costs:
Declined by 60% during the year to $0.02 million (2008: $0.05 million) as interest bearing debt was retired.
Net loss from continuing operations:
The net loss from continuing operations was 18% lower at $6.42 million (2008: $7.82 million).
Net loss attributable to members:
The net loss attributable to members of Tyrian Diagnostics Limited was 20% lower at $6.99 million (2008: $8.73 million).
Cash flows:
In August 2008 the Company completed a private placement of shares to sophisticated and professional investors, increasing cash funds of the company by $2.43 million after deducting associated expenses. The company ended the year with $3.44 million in cash and bank term deposits, representing a 57% decrease from the cash position as at 30 June 2008.
At the date of this report, the Company is in the process of completing an underwritten rights issue with the aim of generating gross proceeds in the order of $5 million before costs.
Net cash outflows from operations decreased by 3% to $7.10 million in the year ended 30 June 2009 (2008: $7.3 million), with decreases in cash inflows generated by core activities more than offset by decreases in cash outflows from operations and an increase in interest received.
Employees:
The consolidated entity employed 24 staff at 30 June 2009 (2008: 42 staff). At the date of this Release, the consolidated entity employed 25.
Status of audit (Appendix 4E items 15 to 17)
This preliminary final report is based on accounts which have been audited.
4
Attachment 1 Tyrian Diagnostics Limited ABN 56 080 277 998
Preliminary Financial Report – 30 June 2009
Contents
| Page | |
|---|---|
| Income statements | 6 |
| Balance sheets | 7 |
| Statements of changes in equity | 8 |
| Cash flow statements | 9 |
| Note 1 - Summary of significant accounting policies | 10 |
| Note 2 - Segment information | 19 |
| Note 3 - Contributed equity | 21 |
| Note 4 - Loss per share | 22 |
| Note 5 – Contingent liabilities | 23 |
| Note 6 - Events occurring after the balance sheet date | 23 |
| Note 7 – Discontinued Operations | 23 |
5
1/35 Waterloo Road, North Ryde Sydney NSW 2113 Australia Locked Bag 2073, North Ryde Sydney NSW 1670 Australia Phone: +61 2 9889 1830 Fax: + 61 2 9889 1805 www.tyriandx.com Tyrian Diagnostics Limited ACN 080 277 998
Tyrian Diagnostics Limited and its controlled entities Income Statements
For the year ended 30 June 2009
| Consolidated | Consolidated | **Parent ** | entity | ||
|---|---|---|---|---|---|
| 2008 | |||||
| 2009 | (Restated*) | 2009 | 2008 | ||
| Notes | $ | $ | $ | $ | |
| Revenue from continuing | |||||
| operations | 1,334,542 | 1,824,997 | **1,221,402 ** | 1,487,781 | |
| Other income | 459,696 | 489,747 | 133,422 | 489,747 | |
| Cost of goods sold | (16,446) | (147,254) | (7,983) | - | |
| Employment costs | (4,153,659) | (4,904,060) | (1,961,028) | (3,139,835) | |
| Occupancy costs | (1,152,558) | (1,140,988) | (1,152,398) | (1,139,763) | |
| Corporate & administration costs | (1,411,251) | (1,931,475) | (1, 401,882) | (1,864,341) | |
| External research supplies and | |||||
| services | (939,877) | (823,869) | (208,130) | (2,270) | |
| Intellectual property costs | (347,437) | (653,295) | (347,435) | (653,295) | |
| Depreciation and amortisation expense | (303,204) | (486,794) | (303,204) | (486,794) | |
| Write back/(increase) impairment of | |||||
| assets | 12,295 | (5,313) | (322,882) | (272,291) | |
| Write back impairment of inventory | 7,688 | 8,549 | - | - | |
| Finance costs | (16,375) | (54,706) | (16,375) | (54,704) | |
| Bad and doubtful debts from | |||||
| subsidiaries | - | - | (2,897,699) | (3,073,669) | |
| Foreign exchange losses | - | (48,181) | - | (40,027) | |
| Release/(Increase) of warranty | |||||
| provision | - | 60,250 | - | - | |
| Write back creditors no longer payable | 169,691 | - | - | - | |
| Otherexpenses | (31,446) | (6,775) | (27,328) | (3,378) | |
| Loss before income tax | (6,388,341) | (7,819,167) | (7,291,520) | (8,752,839) | |
| Income taxexpense | (28,076) | - | (30,623) | - | |
| Loss from continuing operations | (6,416,417) | (7,819,167) | (7,322,143) | (8,752,839) | |
| Loss from discontinued operations | 7 | (578,585) | (907,344) | - | - |
| Loss attributable to members of | |||||
| Tyrian Diagnostics and Controlled | |||||
| Entities | (6,995,002) | (8,726,511) | (7,322,143) | (8,752,839) | |
| cents | cents | ||||
| Loss per share from continuing | |||||
| operations attributable to the | |||||
| ordinary equity of holders of the | |||||
| company | |||||
| Basic loss per share | (2.6) | (4.3) | |||
| Diluted loss per share | (2.6) | (4.3) | |||
| Loss per share attributable to the | |||||
| ordinary equity holders of the | |||||
| company: | |||||
| Basic loss per share | 4 | (2.9) | (4.8) | ||
| Diluted loss per share | 4 | (2.9) | (4.8) |
- The Consolidated 30 June 2008 income statement has been restated for the effect of the closure of the Group's Boston offices (refer note 7).
The above income statements should be read in conjunction with the accompanying notes.
6 Tyrian Diagnostics Limited Appendix 4E 2009
Tyrian Diagnostics Limited and its controlled entities Balance Sheets As at 30 June 2009
| Consolidated | Consolidated | **Parent ** | entity | ||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | ||
| Notes | $ | $ | $ | $ | |
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | 3,437,926 | 7,999,857 | 3,421,163 | 7,930,524 | |
| Trade and other receivables | 194,420 | 373,172 | 193,188 | 305,895 | |
| Inventories | 61,657 | - | 61,657 | - | |
| Other financial assets | 260,664 | - | 156,005 | - | |
| Otherassets | 102,320 | 291,211 | **90,364 ** | 249,595 | |
| TotalCurrentAssets | **4,056,987 ** | 8,664,240 | 3,922,377 | 8,486,014 | |
| Non-Current Assets | |||||
| Receivables | - | - | - | - | |
| Other financial assets | - | 244,225 | - | 249,808 | |
| Property, plant and equipment | 509,428 | 834,945 | 509,428 | 754,629 | |
| Intangible assets | **16,892 ** | 23,627 | **16,892 ** | 22,755 | |
| Total Non-CurrentAssets | 526,320 | 1,102,797 | 526,320 | 1,027,192 | |
| TOTAL ASSETS | **4,583,307 ** | 9,767,037 | **4,448,697 ** | 9,513,206 | |
| LIABILITIES | |||||
| Current liabilities | |||||
| Trade and other payables | 586,471 | 1,194,804 | 545,526 | 970,895 | |
| Borrowings | - | 68,365 | - | 44,341 | |
| Provisions | 409,478 | - | 315,813 | - | |
| DeferredIncome | 447,170 | 348,216 | 447,170 | 344,983 | |
| TotalCurrentLiabilities | 1,443,119 | 1,611,385 | 1,308,509 | 1,360,219 | |
| Non-Current Liabilities | |||||
| Borrowings | - | 2,665 | - | - | |
| Provisions | 67,184 | 400,872 | 67,184 | 400,872 | |
| Deferred Income | 138,681 | 198,129 | 138,681 | 198,129 | |
| Total Non-CurrentLiabilities | 205,865 | 601,666 | 205,865 | 599,001 | |
| TOTAL LIABILITIES | **1,648,984 ** | 2,213,051 | 1,514,374 | 1,959,220 | |
| NET ASSETS | 2,934,323 | 7,553,986 | 2,934,323 | 7,553,986 | |
| EQUITY | |||||
| Contributed equity | 3 | 115,464,260 | 113,034,343 | 115,464,260 | 113,034,343 |
| Reserves | 3,572,738 | 3,627,316 | 3,750,245 | 3,477,682 | |
| Accumulated losses | (116,102,675) | (109,107,673) | (116,280,182) | (108,958,039) | |
| Parent entity interest | 2,934,323 | 7,553,986 | 2,934,323 | 7,553,986 |
The above balance sheets should be read in conjunction with the accompanying notes.
Tyrian Diagnostics Limited Appendix 4E 2009 7
Tyrian Diagnostics Limited and its controlled entities Statements of Changes in Equity For the year ended 30 June 2009
| Consolidated | Consolidated | **Parent ** | entity | |
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| $ | $ | $ | $ | |
| Total equity at the beginning of the | ||||
| financial year | 7,553,986 | 3,332,532 | 7,553,986 | 3,332,532 |
| Exchange differences on translation of | ||||
| foreignoperations | (327,138) | (26,328) | - | - |
| Net income recognised directly in | ||||
| equity | (327,138) | (26,328) | - | - |
| Lossforthe year | (6,995,002) | (8,726,511) | (7,322,143) | (8,752,839) |
| Total recognised income and expense | ||||
| **for the year ** | (7,322,140) | (8,752,839) | (7,322,143) | (8,752,839) |
| Transactions with equity holders in their | ||||
| capacity as equity holders: | ||||
| Employee performance rights | 308,434 | 954,199 | 308,435 | 954,199 |
| Employee share options | (35,874) | 56,149 | (35,872) | 56,149 |
| Contributions of equity, net of transaction | ||||
| costs | 2,429,917 | 11,963,945 | 2,429,917 | 11,963,945 |
| 2,702,477 | 12,974,293 | 2,702,480 | 12,974,293 | |
| Total equity at the end of the financial | ||||
| **year ** | 2,934,323 | 7,553,986 | 2,934,323 | 7,553,986 |
| Total recognised income and expense | ||||
| **for the year is attributable to: ** | ||||
| Members of Tyrian DiagnosticsLimited | (7,322,143) | (8,752,839) | (7,322,143) | (8,752,839) |
The above statements of changes in equity should be read in conjunction with the accompanying notes.
8 Tyrian Diagnostics Limited Appendix 4E 2009
Tyrian Diagnostics Limited and its controlled entities Cash Flow Statements
For the year ended 30 June 2009
| Consolidated | Consolidated | **Parent ** | entity | |
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| $ | $ | $ | $ | |
| Cash flows from operating activities | ||||
| Receipts from customers (inclusive of | ||||
| goods and services tax) | 1,464,702 | 2,621,590 | 1,111,242 | 1,385,026 |
| Payments to suppliers and employees | ||||
| (inclusive ofgoods and services tax) | (8,916,737) | (10,167,786) | (5,243,262) | (5,932,573) |
| (7,452,035) | (7,546,196) | (4,132,020) | (4,547,547) | |
| Interest received | 419,480 | 262,938 | 419,480 | 262,938 |
| Interest paid | (25,945) | (15,556) | (24,119) | (11,700) |
| Income taxes paid | (9,302) | - | (9,302) | - |
| Net cash outflow from operating | ||||
| activities | (7,067,802) | (7,298,814) | (3,745,961) | (4,296,309) |
| Cash flows from investing activities | ||||
| Payments for property, plant and | ||||
| equipment | (22,596) | (66,529) | (22,595) | (35,904) |
| Payments for computer software | ||||
| capitalised | (7,909) | (17,772) | (7,909) | (17,772) |
| Proceeds from sale of property, plant and | ||||
| equipment | 20,391 | - | 5,046 | - |
| Proceeds from disposal of equity | ||||
| investments | 34,622 | 300,247 | 34,622 | 300,247 |
| Net cash inflow from investing | ||||
| activities | 24,508 | 215,946 | **9,164 ** | 246,571 |
| Cash flows from financing activities | ||||
| Proceeds from issues of shares | 2,500,000 | 12,243,500 | 2,500,000 | 12,243,500 |
| Share issue transaction costs | (70,083) | (279,813) | (70,083) | (279,813) |
| Investment in subsidiaries | - | - | (306,632) | - |
| Loans to subsidiary companies | - | - | (2,975,853) | (3,068,313) |
| Proceeds from borrowings | - | 170,565 | - | 143,816 |
| Repayment of finance leases | (27,896) | (18,658) | - | - |
| Repayment ofborrowings | (50,451) | (205,477) | (44,978) | (179,290) |
| Net cash inflow/ (outflow) from | ||||
| financing activities | 2,351,570 | 11,910,117 | (897,546) | 8,859,900 |
| Net increase (decrease) in cash and | ||||
| cash equivalents | (4,691,724) | 4,827,249 | (4,634,343) | 4,810,162 |
| Cash and cash equivalents at the | ||||
| **beginning of the financial year ** | **7,999,857 ** | 3,188,107 | 7,930,524 | 3,135,415 |
| Effects of exchange rate changes on | ||||
| cash and cash equivalents | 129,793 | (15,499) | 124,982 | (15,053) |
| Cash and cash equivalents at the end | ||||
| **of the financial year ** | 3,437,926 | 7,999,857 | 3,421,163 | 7,930,524 |
The above cash flow statements should be read in conjunction with the accompanying notes.
Tyrian Diagnostics Limited Appendix 4E 2009 9
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements For the year ended 30 June 2009
1 Summary of significant accounting policies
This preliminary financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2009, the full financial report for the year ended 30 June 2009 and any public announcements made by Tyrian Diagnostics Limited during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 . Unless otherwise stated, the accounting policies adopted are consistent with those of the previous year.
(a) Basis of preparation of financial report and going concern
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 periods presented, unless otherwise stated.
Compliance with IFRS
Australian Accounting Standards include AIFRS. Compliance with AIFRS ensures that the consolidated and parent entity financial statements and notes of Tyrian Diagnostics Limited comply with International Financial Reporting Standards (IFRS).
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities at fair value through profit or loss.
Comparatives
Comparative information in these financial statements has been restated to reflect the impact of discontinued operations.
Critical accounting estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.
Going Concern
During the year ended 30 June 2009 the consolidated entity incurred an operating loss from continuing operations of $6,416,417 (2008: $7,819,167) and net cash outflows from operating activities of $7,067,802 (2008: $7,298,814), and at 30 June 2009 had cash on hand of $3,437,926 (2008: $7,999,857).
In July 2009 the Company announced it was undertaking an underwritten renounceable pro-rata rights issue of 248,829,011 shares at an issue price of $0.02, with the aim of raising approximately $5 million before transaction costs (refer note 6).
In light of the rights issue in progress, and having regard for cashflow forecasts prepared by the Company, the directors are confident the Consolidated Entity and Company will continue as a going concern for a period of 12 months from the date of the Directors’ Report, and consequently will realise assets and settle liabilities and commitments in the ordinary course of business and at the amounts stated in the financial statements. The financial statements have therefore been prepared on a going concern basis.
Early adoption of standards
AASB 8 Operating Segments was early adopted by the Group in 2009. AASB 8 replaces AASB 114, Segment Reporting and aligns segment reporting with the requirements of the US standard SFAS 131 Disclosures about Segments of an Enterprise and Related Information . The new standard requires a 'management approach', under which segment information is presented on the same basis as that used for internal reporting purposes. Comparatives for 2008 have been restated. This has resulted in the company being considered as one reportable segment, as the previously reported therapeutics/diagnostics and technology segments are not considered as discrete, separate business segments under the 'management approach'.
Operating segments are now reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the chief executive officer.
Tyrian Diagnostics Limited Appendix 4E 2009 10
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
(b) Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Tyrian Diagnostics Limited (“company” or “parent entity”) as at 30 June 2009 and the results of all subsidiaries for the year then ended. Tyrian Diagnostics Limited and its subsidiaries together are referred to in this financial report as the Group or the Consolidated Entity.
Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group (refer to note 1(i)).
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
In the individual financial statements of Tyrian Diagnostics Limited, investments in subsidiaries are accounted for at cost less impairment charges.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the chief executive officer.
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is Tyrian Diagnostics Limited’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
(iii) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
-
income and expenses for each income statement are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
-
all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold or borrowings repaid, a proportionate share of such exchange differences are recognised in the income statement as part of the gain or loss on sale where applicable.
Tyrian Diagnostics Limited Appendix 4E 2009 11
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
(e) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
Revenue is recognised for the major business activities as follows:
Services
Service revenue derived from research and product development activities, including collaboration income, is recognised in accordance with the percentage of completion method or on completion of development milestones, in accordance with the terms of the contract. The stage of completion is measured by reference to labour hours incurred to date as a percentage of estimated total labour hours for each contract.
Other service revenue is recognised when the service is provided.
Sale of Diagnostic Tests, Technology equipment and other related products
A sale is recorded when goods have been despatched to a customer pursuant to a sales order, the associated risks of ownership have passed to the carrier or customer, and collectability is probable.
Lease income
Lease income from property sub-leases is recognised as income on a straight-line basis over the lease term.
Interest income
Interest income is recognised on a time proportion basis using the effective interest method.
Dividends
Dividends are recognised as revenue when the right to receive payment is established.
Royalties
Royalty income is recognised as revenue when the amount of revenue can be reliably measured, being the earlier of the receipt of a royalty report or royalty payment from the licensee.
Barter Income
When dissimilar goods are sold or services are rendered in exchange for non-cash consideration, revenue is measured at the fair value of the goods or services received, adjusted by the amount of any cash or cash equivalents transferred.
Deferred Income
Differences between cash received and amounts recognised as revenue are recognised as deferred income where cash received exceeds revenue recognised, and as accrued income where revenue has yet to be invoiced to the customer.
(f) 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.
(g) 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 national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
12 Tyrian Diagnostics Limited Appendix 4E 2009
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
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.
Deferred tax assets and liabilities 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.
Tax consolidation legislation
Tyrian Diagnostics Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation as of 1 July 2003.
The head entity, Tyrian Diagnostics Limited, and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right.
In addition to its own current and deferred tax amounts, Tyrian Diagnostics Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the group.
Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities.
(h) Leases
Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in current or non-current borrowings. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset’s useful life and the lease term.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Lease income from operating leases is recognised in income on a straight-line basis over the lease term.
(i) Acquisitions of assets
The purchase method of accounting is used to account for all acquisitions of assets (including business combinations) regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can
Tyrian Diagnostics Limited Appendix 4E 2009 13
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. 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 values at the acquisition date, irrespective of the extent 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 (refer to note 1(q)). If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
(j) Impairment of assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation 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 there are separately identifiable cash flows (cash generating units).
(k) Cash and cash equivalents
Cash and cash equivalents includes 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 an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
(l) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Trade receivables are generally due for settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful 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 receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is recognised in the income statement.
(m) Inventories
Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory using standard costing techniques. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
(n) Investments and other financial assets
Classification
The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at each reporting date.
14 Tyrian Diagnostics Limited Appendix 4E 2009
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
Financial assets at fair value through profit or loss
This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. The policy of management is to designate an asset as a financial asset if it is possible the asset will be sold in the short term and the asset is subject to frequent changes in fair value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the balance sheet date.
Loans and receivables
Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet date which are classified as non-current assets. Loans and receivables are included in receivables in the balance sheet.
Available-for-sale financial assets
Available-for-sale financial assets, comprising of unlisted equity securities, are non-derivatives that are either designated in this category or not classified in any other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.
Subsequent measurement
Available-for-sale financial assets are carried at fair value. Changes in fair value are recorded in equity. Financial assets at fair value through profit and loss are subsequently carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method. Realised and unrealised gains and losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are included in the income statement in the period in which they arise.
Impairment
The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. Impairment losses recognised in the income statement on equity instruments classified as available-for-sale are not reversed through the income statement.
(o) Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date.
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
(p) Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation and impairment charges. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
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 measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Depreciation is calculated using the straight line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows:
-
Plant 3-8 years
-
• Furniture, fittings and equipment 3-8 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Tyrian Diagnostics Limited Appendix 4E 2009 15
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
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 (note 1(j)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount, and are included in the income statement.
(q) Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill acquired in business combinations is not amortised. Instead, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing.
Patents
Patents have a finite useful life and are carried at cost less accumulated amortisation and impaired losses. Amortisation is calculated using the straight line method to allocate the cost of patents over their estimated useful lives, which vary from 5 to 20 years. Where costs pertaining to a patent application have been capitalised in prior periods, and that patent is subsequently abandoned, both the cost and accumulated amortisation are written off.
Research and development
Research expenditure is recognised as an expense as incurred.
Costs incurred on development projects are recognised as intangible assets when it is probable that the project will be a success considering its commercial and technical feasibility and its costs can be measured reliably. The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct labour and an appropriate proportion of overheads. Capitalised development costs recorded as intangible assets are amortised from the point at which the asset is ready for use on a straight line basis over its useful life. No development expenditure incurred to date has met these criteria.
Development expenditures that do not meet the above criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Computer software
Computer software is stated at historical cost less accumulated amortisation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Amortisation is calculated using the straight line method to allocate the cost of software over its estimated useful life, which is generally two and half years.
(r) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
(s) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method.
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.
(t) Provisions
Provisions for legal claims, service warranties and make-good obligations are recognised at their present value when: the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
16 Tyrian Diagnostics Limited Appendix 4E 2009
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects the current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
(u) Employee benefits
Wages and salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid including appropriate on-costs when the liabilities are settled.
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the 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
Contributions to employee superannuation funds are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. The consolidated entity does not operate a defined benefit superannuation scheme.
Share-based payments
Share-based compensation benefits are provided to employees via the Tyrian Diagnostics Employee Share Option Plan (“ESOP”) and the 2004 Performance Rights Share Plan (“Plan”).
The fair value of options granted under the ESOP is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options.
The fair value at grant date of options is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The fair value of the options granted excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate.
The fair value of performance rights granted under the Plan is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the vesting period.
The fair value at grant date of performance rights is determined using either a Black-Scholes pricing model or a Monte Carlo pricing model (predominantly for rights with a component of market based vesting criteria). Both models take into account the exercise price, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the right, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the right.
The fair value of the rights granted excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of rights that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of rights that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate.
Tyrian Diagnostics Limited Appendix 4E 2009 17
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
(v) Contributed equity
Ordinary shares are classified as equity.
Incremental costs such as stamp duties, professional adviser’s fees, underwriting costs and brokerage fees directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the financial year but not distributed at balance date.
(w) Earnings (loss) per share
Basic earnings (loss) per share
Basic earnings (loss) per share is calculated by dividing the profit or loss attributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings (loss) per share
Diluted earnings (loss) per share adjusts the figures used in the determination of basic earnings (loss) per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(x) 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.
(y) Consumables
Consumables used in the normal operation of the business are expensed as incurred.
(z) New accounting standards and UIG interpretations
Certain new accounting standards and UIG interpretations have been published that are not mandatory for 30 June 2009 reporting periods. The Group’s assessment of the impact of these new standards and interpretations is set out below.
- (i) Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australia Accounting Standards arising from AASB 101.
A revised AASB 101 was issued in September 2007 and is applicable for annual reporting periods beginning on or after 1 January 2009. It requires the presentation of 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. If an entity has made a prior period adjustment or has reclassified items in the financial statements, it will need to disclose a third balance sheet (statement of financial position), this one being as at the beginning of the comparative period. The Group intends to apply the revised standard from 1 July 2009.
- (ii) AASB 2008-1 Amendments to Australia Accounting Standard - Share based payments: Vesting conditions and cancellations.
AASB 2008-1 was issued in February 2008 and will become applicable for annual reporting periods beginning on or after 1 January 2009. The revised standard clarifies that vesting conditions are service conditions and performance conditions only and that other features of a share-based payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or by other parties, should receive the same
18 Tyrian Diagnostics Limited Appendix 4E 2009
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
accounting treatment. The Group intends to apply the revised standard from 1 July 2009, but it is not expected to affect the accounting for the Group's share-based payments.
- (iii) AASB 2008-5 Amendments to Australian Accounting Standards arising from the Annual Improvements Project
AASB 2008-5 was issued in July 2008 and will become applicable for annual reporting periods beginning on or after 1 January 2009. The Group intends to apply the revised standards from 1 July 2009, but does not expect that any adjustments will be necessary as the result of applying the revised rules.
- (iv) AASB 2008-6 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project
AASB 2008-6 was issued in May 2008 amending AASB 5 Discontinued Operations and AASB 1 First-Time Adoption of Australian-Equivalents to International Financial Reporting Standards, and will become applicable for annual reporting periods beginning on or after 1 July 2009. The amendments are part of the IASB’s annual improvements project, and clarify that all of a subsidiary’s assets and liabilities are classified as held for sale if a partial disposal sale plan results in loss of control. The Group intends to apply the amendments prospectively to all partial disposals of subsidiaries from 1 July 2009.
- (v) AASB 2009-2 Amendments to Australian Accounting Standards - Improving Disclosures about Financial Instruments
AASB 2009-2 was issued in April 2009 amending AASB 7 Financial Instruments: Disclosure, and will become applicable for annual reporting periods beginning on or after 1 January 2009. The amendments improve the information that entities report about their liquidity risk and the fair value of their financial instruments., and require fair value measurement disclosures to be classified into a new three-level hierarchy and additional disclosures for items whose fair value is determined by valuation techniques rather than observable market values. The Group intends to apply the amendments from 1 July 2009, but it is not expected to affect any of the amounts recognised in the financial statements.
- (vi) AASB 2009-4 Amendments to Australian Accounting Standards arising from the Annual Improvements Project
AASB 2009-4 was issued in May 2009 amending AASB 2 Share-based payment, AASB 138 Intangible Assets and AASB Interpretations 9 Reassessment of Embedded Derivatives and 16 Hedges of a Net Investment in a Foreign Operation, and will become applicable for annual reporting periods beginning on or after 1 July 2009. The Group intends to apply the amendments from 1 July 2009, but does not expect that any adjustments will be necessary as a result of applying the revised rules.
- (vii) AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project
AASB 2009-5 was issued in May 2009 and will become applicable for annual reporting periods beginning on or after 1 January 2010). The Group will apply the revised standards from 1 July 2010, but does not expect that any adjustments will be necessary as the result of applying the revised rules.
2 Segment information
(a) Description of segments
Management has determined the operating segments based on the reports reviewed by the chief executive officer that are used to make strategic decisions.
The chief executive officer considers the business to consist of one operating segment, being the development, manufacture and sale of diagnostic tests and associated reagents. All such activities from continuing operations are carried out from the one geographic location, being Sydney Australia.
Tyrian Diagnostics Limited Appendix 4E 2009 19
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
(b) Segment information provided to the chief executive officer
The segment information provided to the chief executive officer for the reportable segments for the year ended 30 June.
| Revenue from External Customers Cost of goods sold Interest revenue Recycle of Foreign Currency Translation Reserve Non-cash license income Gain on sale of investments Other income Total Net income Depreciation and Amortisation Finance costs Share based payment expense Foreign Exchange Gains/ (Losses) All other expenses Income taxexpense |
2009 2008 $ $ 1,104,957 2,002,033 (17,820) (157,058) 306,489 340,860 314,507 - - 286,500 34,622 203,247 232,642 354,121 |
|---|---|
| 1,975,397 3,029,703 (312,720) (544,650) (21,070) (61,269) (274,971) (1,010,345) 70,613 (48,181) (8,404,175) (10,089,253) (28,076) (2,516) |
|
| **Net loss after tax ** | (6,995,002) (8,726,511) |
| Total gross segment assets Total Assets includes: Additions to non-current assets (there are no financial assets and deferred tax) Total segment liabilities |
4,583,307 9,767,037 43,187 368,854 1,648,984 2,213,051 |
(c) Other Segment Information
(i) Segment Revenue
Revenues from external customers are derived from the sale of diagnostic tests and reagents, the provision of development services, the licensing of intellectual property owned by the Group, and subleasing of premises.
Segment revenue reconciles to total revenue from continuing operations as follows:
| 2009 | 2008 | |
|---|---|---|
| $ | $ | |
| Segment revenue from external customers | 1,104,957 | 2,002,033 |
| Add: Interest revenue | 306,489 | 340,860 |
| Less: Revenue from discontinued operations | (76,904) | (517,896) |
| Total revenue from continuing operations | 1,334,542 | 1,824,997 |
The entity is domiciled in Australia. Segment revenue for 2009 from external customers in Australia is $239,896 (2008: $282,911) and from external customers in other countries is $865,061 (2008: $1,719,122), including $302,365 (2008: $nil) from Germany, and $462,078 (2008: $1,422,078) from USA.
The following revenues were derived from single external customers:
| 2009 | 2008 | ||
|---|---|---|---|
| $ | $ | ||
| Customer | 1 | 374,978 | 906,694 |
| Customer | 2 | 302,365 | 41,468 |
| Customer | 3 | 237,231 | 204,594 |
| Customer | 4 | 47,963 | 445,131 |
20 Tyrian Diagnostics Limited Appendix 4E 2009
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
(ii) Operating Profit
Since the Group has only one operating segment, the CEO assesses the Group’s performance based on operating profit after tax. Operating profit reported to management is reconciled to operating profit after tax from continuing operations as follows:
from continuing operations as follows: |
||
|---|---|---|
| 2009 | 2008 | |
| $ | $ | |
| Segment operating loss after tax | (6,995,002) | (8,726,511) |
| Add back: Loss from discontinued operations | 578,585 | 907,344 |
| Loss after tax from continuing operations | (6,416,417) | (7,819,167) |
(iii) Segment assets
The amounts provided to the CEO with respect to total assets are measured in a manner consistent with that of the financial statements, and as such segment assets equal total Group assets.
The total of non-current assets (there are no financial instruments, deferred tax assets, employment benefit assets and rights arising under insurance contracts) located in Australia is $526,320 (2008: $933,389), and the total of these non-current assets located in other countries is $nil (2008: $169,408).
(iv) Segment liabilities
The amounts provided to the CEO with respect to total liabilities are measured in a manner consistent with that of the financial statements, and as such segment assets equal total Group liabilities.
3 Contributed equity
(a) Share capital
| Ordinary shares | Parent Entity Parent Entity |
|---|---|
| 2009 2008 2009 2008 Number of shares $ $ 248,829,011 224,225,737 115,464,260 113,034,343 |
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held.
(b) Movements in ordinary share capital:
| Date | Details | Notes | Number of shares |
Issue price |
$ |
|---|---|---|---|---|---|
| 01.07.07 | Opening Balance | 156,236,408 | 101,070,398 | ||
| 08.08.07 | Share issue – PRSP | (i) | 1,165,746 | - | - |
| 10.10.07 | Share issue – Placement | (ii) | 14,000,000 | 0.25 | 3,500,000 |
| 15.10.07 | Share issue – SPP | (iii) | 1,974,000 | 0.25 | 493,500 |
| 11.12.07 | Share issue – Placement | (ii) | 7,000,000 | 0.25 | 1,750,000 |
| 18.01.08 | Share issue – PRSP | (i) | 385,000 | - | - |
| 06.03.08 | Share issue – Placement | (iv) | 21,666,665 | 0.15 | 3,250,000 |
| 29.04.08 | Share issue – Placement | (iv) | 21,666,668 | 0.15 | 3,250,000 |
| 25.06.08 | Share Issue – PRSP | (i) | 131,250 | - | - |
| Various | Capital raising costs,net oftax | n/a | n/a | (279,555) | |
| Balance as at 30 June2008 | 224,225,737 | 113,034,343 | |||
| 27.08.08 | Share issue – Placement | (v) | 7,142,857 | 0.105 | 750,000 |
| 28.08.08 | Share issue – Placement | (v) | 16,666,667 | 0.105 | 1,750,000 |
| 16.12.08 | Share issue – PRSP | (i) | 718,750 | - | - |
| Various | Capital raising costs, net of tax | n/a | n/a | (70,083) | |
| 24.03.09 | Shareissue– PRSP | (i) | 75,000 | - | - |
| Balance as at 30 June 2009 | 248,829,011 | 115,464,260 |
Tyrian Diagnostics Limited Appendix 4E 2009 21
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
(c) Notes to movements in ordinary share capital
-
(i) The company issued shares to employees in satisfaction of performance rights that vested during the period. The performance rights were issued under the Performance Rights Share Plan.
-
(ii) The company issued 21,000,000 ordinary shares at $0.25 each through a private placement to institutional and professional investors in Australia. The placement was executed in two tranches, with approval for the placement under ASX listing rules 7.1 and 7.4 being received at a general meeting of the Company on 29 November 2007.
-
(iii) The company issued 1,974,000 shares to existing shareholders through a share purchase plan that was established pursuant to the Australian Securities and Investments Commission Class Order 02/831.
-
(iv) The company issued 43,333,333 ordinary shares at $0.15 each through a private placement to institutional and professional investors in Australia and the United States. The placement was executed in two tranches, with approval for the placement under ASX listing rules 7.1 and 7.4 being received at an extraordinary general meeting of the Company on 23 April 2008.
-
(v) The company issued 23,809,524 ordinary shares at $0.105 each through a private placement to institutional and professional investors in Australia and the United States. Approval for the placement under ASX listing rule 7.1 was received at a general meeting of the Company on 13 November 2008.
4 Loss per share
| 4 Loss per share |
|
|---|---|
| (a) Basic loss per share Loss per share from continuing operations attributable to the ordinary equity holders of the company Loss per share from discontinued operations Total loss per share attributable to the ordinary equity holders of the company (b) Diluted loss per share Loss per share from continuing operations attributable to the ordinary equity holders of the company Loss per share from discontinued operations Total loss per share attributable to the ordinary equity holders of the company (c) Reconciliations of loss used in calculating earnings per share Basic loss per share Loss from continuing operations Loss from discontinued earnings Loss attributable to the ordinary equity holders of the company used in calculating basic loss per share Diluted loss per share Loss from continuing operations Loss from discontinued operations Loss attributable to the ordinary equity holders of the company used in calculating diluted loss per share (d) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic loss per share and diluted loss per share |
Consolidated |
| 2009 2008 $ $ 0.026 0.043 0.003 0.005 0.029 0.048 0.026 0.043 0.003 0.005 0.029 0.048 (6,416,417) (7,819,167) (578,585) (907,344) (6,995,002) (8,726,511) (6,416,417) (7,819,167) (578,585) (907,344) (6,995,002) (8,726,511) 244,592,127 183,309,981 |
22 Tyrian Diagnostics Limited Appendix 4E 2009
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
(e) Information concerning the classification of securities
Options and performance rights
Options and performance rights are not considered to be potential ordinary shares, because their inclusion would have an anti-dilutive effect on the loss per share calculation. Options and rights have therefore been excluded from the determination of diluted earnings per share.
5 Contingent liabilities
Guarantees
The Consolidated Entity had contingent liabilities at 30 June 2009 and 30 June 2008 in the form of Guarantees given in respect of leased assets and leases for operating premises. The guarantees amounted to $260,664 (2008: $265,904), and were secured by deposits held as security by the lessors.
The guarantees given in respect of leased assets amount to $21,679 in the previous year, representing outstanding lease liability. The Group met all such lease obligations in full during the current year.
The guarantees given in respect of leases for operating premises amount to $260,664 (2008: $244,225), and are covered by two separate deposits. The Group expects to continue to meet all payment obligations required by these lease agreements, and therefore does not expect to make any payment under the guarantees.
Further, at the expiration of each lease agreement, the Group expects the deposit held in respect of that lease to be released and made available to the Group.
6 Events occurring after the balance sheet date
Capital raising
In July 2009 Tyrian Diagnostics Limited initiated a capital raising via a 1:1 renounceable rights issue (the Offer) to raise approximately $5 million. The Offer is fully underwritten by Patersons Securities Limited. The Company is offering eligible shareholders the opportunity to acquire new shares at $0.02 each, on the basis of one new share for every share held. Participants in the Offer will also receive one attaching option for every four new shares acquired, with an exercise price of $0.03 expiring on 31 December 2010. At the completion of the raising the Company will issue up to 248,829,011 ordinary shares and 62,207,253 options, generating gross proceeds of approximately $5,000,000 before the costs of the raising. The Company intends to use the proceeds from the Offer to fund the Company’s development and commercialisation of its pipeline of diagnostic products.
The shares resulting from the rights issue are expected to be issued in early September 2009 and rank pari passu with the Company’s ordinary shares. The ASX has granted approval for quotation of the shares, subject to compliance with a number of conditions precedent.
7 Discontinued operations
a) Description
In August 2008 Tyrian Diagnostics Limited announced its intention to cease active efforts to develop and commercialise its portfolio of therapeutic compounds and close the operations in the Group’s Boston office operated by a wholly-owned subsidiary, Proteome Systems Inc. In September 2008 the Group ceased all research activities and all Proteome Systems Inc staff were terminated. The Group is still in the process of closing down the operating premises in Boston, and at 30 June 2009 has raised a provision for the estimated cost of completing this process.
Tyrian Diagnostics Limited Appendix 4E 2009 23
Tyrian Diagnostics Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2009
b) Financial performance and cash flow information
The financial performance and cash flow information presented are for the year ended 30 June 2009.
| Operating results Revenue and other income Operating expenses Operating loss before tax Income taxexpense |
Consolidated Parent entity |
|---|---|
| 2009 $ 2008 $ 2009 $ 2008 $ 96,561 811,517 - - (589,115) (1,716,345) - - (492,554) (904,828) - - - (2,516) - - |
|
| Operating loss after income tax of discontinued operations Provision forclosure ofoperations |
(492,554) (907,344) - - (86,031) - - - |
| Loss from discontinued operations | (578,585) (907,344) - - |
| Cash Flow Net cash outflow from ordinary activities Net cash inflow (outflow) from investing activities Net cash outflow from financing activities (excludes cash received from parent entity) |
(399,517) (693,571) - - 15,344 (30,625) - - (33,369) (44,845) - - |
| Net decrease in cash incurred by discontinued operations |
(417,542) (769,041) - - |
c) Carrying amounts of assets and liabilities
The carrying amounts of assets and liabilities included in the 30 June 2009 consolidated financial statements are as follows:
| ASSETS Current assets Cash and cash equivalents Trade and other receivables Other assets Security Deposits Total current assets Non-current assets Security Deposits Property, plant and equipment Intangible assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Provisions Other Total current liabilities Non-current liabilities Borrowings Total non-current liabilities Total liabilities |
2009 2008 $ $ 16,762 69,333 1,232 67,275 2,965 22,273 104,659 - |
|---|---|
| 125,618 158,881 |
|
| - 88,220 - 80,318 - 872 |
|
| - 169,410 |
|
| 125,618 **328,291 ** |
|
| 7,910 45,204 - 24,024 93,665 - - 866 |
|
| 101,575 70,094 |
|
| - 2,665 |
|
| - 2,665 |
|
| 101,575 72,759 |
24 Tyrian Diagnostics Limited Appendix 4E 2009