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BLUGLASS LIMITED — Annual Report 2016
Aug 21, 2016
64532_rns_2016-08-21_782626b1-f70e-4687-8b59-a80c801aa8fd.pdf
Annual Report
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BLUGLASS LIMITED AND CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENTS YEAR END 30 JUNE 2016
Financial Statements for the Year Ended 30 June 2016
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BLUGLASS LIMITED AND CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENTS YEAR END 30 JUNE 2016
CONTENTS
Page
| Directors’ Report | 03 |
|---|---|
| Information on Directors | 08 |
| Remuneration Report | 11 |
| Directors Report cont. | 16 |
| Auditor’s Independence Declaration | 21 |
| Financial Statements | 22 |
| Consolidated Statement of Profit or Loss and Other Comprehensive | 22 |
| Income | |
| Consolidated Statement of Financial Position | 23 |
| Consolidated Statement in Changes in Equity | 24 |
| Consolidated Statement of Cash Flow | 25 |
| Notes to the Consolidated Financial Statements | 26 |
| Directors’ Declaration | 48 |
| Independent Auditor’s Report | 49 |
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BLUGLASS LIMITED AND CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENTS YEAR END 30 JUNE 2016
DIRECTORS’ REPORT
Your directors present their report on BluGlass Limited and its controlled entities (“the Group”) for the financial year ended 30 June 2016.
DIRECTORS
The names of directors in office at any time during or since the end of the year are:
Mr George Venardos
Mr Gregory Cornelsen
Mr Chandra Kantamneni Dr William Johnson Mr Vivek Rao (appointed 14 March 2016) Mr Giles Bourne
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the financial year was to further the research and development of Group III nitrides for the development of new processes and equipment to manufacture high efficiency devices such as LEDs and solar cells. The Group is working on achieving its technology milestones using its patented low temperature Remote Plasma Chemical Vapour Deposition (RPCVD) technology to manufacture semiconductor materials. RPCVD has many potential advantages over the current industry technologies.
There were no significant changes in the nature of the Group’s principal activities during the financial year.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
REVIEW OF OPERATIONS
BluGlass continues to make progress towards commercialising its RPCVD technology with a number of key industry evaluations and collaborations now in place. These agreements form part of the Company’s industry acceptance strategy and the Board and Management are pleased with the progress that these collaborative efforts have and continue to make during the period. BluGlass is receiving growing interest and enquiries from different areas of the semiconductor value chain in the capabilities and potential of the RPCVD technology. On the whole the Company is making good inroads to delivering a commercial outcome for our shareholders.
In summary the key events and achievements in chronological order during the period were:
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- In July 2015, SPP Technologies Co. Ltd (SPT), a subsidiary of Sumitomo Precision Products Co. Ltd of Japan (TSE: 6355), informed BluGlass that it had acquired from SPTS Technologies UK Limited (SPTS) various assets including SPTS’ 17.9% stake in BluGlass. SPTS acquired its shares in BluGlass in a strategic investment in August 2010, and at that time was a wholly owned subsidiary of Sumitomo Precisions Products. BluGlass is pleased to welcome SPT back to our register as a strategic holder.
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- In September 2015, BluGlass received a significant foundry commitment from one of our existing key foundry customers. This customer is developing a specialty LEDs and BluGlass is supplying the green and blue LED wafers for their innovative product.
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View of the X-Ray Diffraction characterisation system, which is part of the state-of-the-art characterisation and testing capabilities at BluGlass.
In addition to this foundry order, BluGlass has also secured two additional customers, both of which are interested in using RPCVD p-GaN in their product development. The first customer has commenced trialling RPCVD in their LED product development.
In February 2016 BluGlass also announced that it had received a purchase order from a laser diode customer, developing a unique design that requires low temperature RPCVD p-GaN to work effectively to improve the device performance.
We are very encouraged that our Foundry customers continue to give us repeat business and see this as a testament to the development
- .capabilities of our specialist epitaxy team. The BluGlass management will be looking to continue to grow the .foundry business over the coming financial year.
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- In November 2015, BluGlass announced that its evaluation with Veeco Instruments, one of the industry leading semiconductor equipment providers, had moved to the next iteration. Veeco are now evaluating RPCVD for green LEDs on larger wafers following positive initial results on 2 inch wafers. This part of the evaluation has involved greater collaboration between BluGlass and Veeco, focused on demonstrating good green LED performance and scalability to larger wafers.
The initial evaluation of RPCVD for power electronics for Veeco demonstrated that the low temperature overgrowth of p-GaN has the potential for a significant performance advantage. This is a very good indicator for BluGlass in its power electronics application development.
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- One of the technical focuses during the year was to address deposition uniformity of the RPCVD process. To achieve this, BluGlass modelled and designed a hardware upgrade to the RPCVD deposition technology. The newest RPCVD chamber upgrade will be installed on the smaller of the two BluGlass RPCVD systems, the BLG-180, and incorporates new features to improve the thickness uniformity to a standard sought by parties currently evaluating the RPCVD technology. The new chamber builds on the recent performance results
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
achieved, and aims to deliver this performance across the entire targeted deposition area. The new chamber is currently being installed in Silverwater and is on track to be operational by the end of August.
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- In March 2016, BluGlass appointed SPT Micro-technologies Vice President, Vivek Rao to its Board of Directors. Vivek is currently the Executive Vice President & Chief Operations Officer of SPT Microtechnologies (a Division of SPP Technologies). He is a seasoned semiconductor professional with more than 20 years in the semiconductor capital equipment industry in various managerial and technical leadership roles and brings to the BluGlass board a strong understanding of BluGlass’ target markets and customers. Vivek joins the board as a Non-Executive Director. Mr Vivek Rao is the nominated director representing SPT Japan Co. ltd, and is paid in his capacity as a director, directly by SPT Japan.
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- In March 2016, BluGlass entered into an exclusive collaboration agreement with Lumileds. Lumileds develops, manufactures and distributes LEDs and automotive lighting products. The two companies will work together to explore potential use of low temperature RPCVD for specific LED applications defined by the agreement. This agreement follows on from the initial collaboration of BluGlass and Lumileds where BluGlass announced that it was commencing a collaborative evaluation with a tier-1 LED manufacturer to test a custom application of RPCVD targeting the improvement of LED performance and cost.
The Lumileds evaluation is making steady progress towards the agreed milestones. BluGlass’ Chief Technology and Operations Officer, Dr.
Ian Mann, recently returned from the US where he visited Lumileds to review RPCVD data and plan the next iterations of experiments critical to the collaboration milestones.
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- In April 2016, BluGlass raised $3.0M in a share placement to assist the company deliver on its industry evaluation agreements. BluGlass placed 23 million new fully paid ordinary shares to sophisticated and professional investors at an issue price of $0.13 per share.
The placement was strongly supported by existing and new shareholders, including institutional investors.
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Wafer testing of a blue LED, grown using RPCVD
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- In April 2016, BluGlass announced that it would commence collaborating with HC SemiTek, a leading Chinese LED chip manufacturer that supplies full-colour ultra-high brightness LED products throughout the Chinese market. BluGlass and HC SemiTek are collaborating to review the RPCVD advantages for green LEDs and will also explore low temperature deposition of Aluminium Nitride (AlN) to use in high brightness LEDs. HC SemiTek are suppling 4 inch wafers to BluGlass to deposit RPCVD films, where HC SemiTek will then fabricate the LED devices for testing.
The two companies have agreed a planned set of experiments for both projects. Deposition on 4" sapphire wafers for RPCVD grown AlN films has begun. These will be shipped to HC SemiTek to fabricate into LED devices for testing. BluGlass has also recently received the LED wafers for the green LED development and this RPCVD work has now commenced.
BluGlass now has in place three key industry evaluations with some of the world’s leading LED companies with respected leadership positions in their relative markets. This forms part of our key strategy to complete our industry acceptance phase as we progress towards commercialising our proprietary RPCVD technology.
BluGlass will continue to investigate other evaluation and collaboration opportunities with equipment and device manufacturers. The long term goal remains to progress the evaluations into commercial agreements such as licensing, retrofitting or partnerships with one or more industry players.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
FINANCIAL SUMMARY
The consolidated loss for the period increased to $3,427,566 (2015: $3,183,256).
The net assets of the consolidated entity increased by $284,365 to $14,236,750 (2015: $13,952,385) due to the loss incurred during the period and the capital raise completed during the period.
Revenue has decreased by $623,013 down 17.6% to $2,909,916. Material variations in revenue received are as follows:.
- The major variance from last year was the receipt of only $342,447 from the Clean Technology Innovation Grant which commenced on the 1[st] of July 2014 and was completed at 31 December 2015. Grant receipts in 2015 from the Commonwealth Climate Ready Grant Programme were $1,235,954.
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- Revenue for the provision of foundry services to third parties of $318,577 (up 15%) was received for the year compared to $276,825 in the 2015 financial year.
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Accrual of 2015/16 R&D tax rebate of $2,100,000 which is the amount received in the 2015 financial year.
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Gross expenditure has decreased by $378,703, down 5.6% to $6,337,482 due to the following factors:
- Depreciation expense is reducing as our research equipment is progressively written off, $603,252 (2015, 777,652.
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- Salaries and wages decreased by $126,509 down 4.6% (2015: $2,615,989) due to reduction in staff numbers and no performance based payments being made during the financial year
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Net cash required for operational expenses, and capital expenditure averaged $293,964 per month, (2015: $265,271). The increase is mainly due to the decrease in grants received from AusIndustry.
The Statement of Financial Position does not include a value for the increasing number of patent applications and patents granted during the period. Since listing on the ASX in 2006 all research and development costs are expensed as incurred, and not capitalised; Accounting standards require that the originally acquired Intangible Assets, being the Intellectual Property associated with Patents 1 & 2 acquired from Macquarie University in 2006, be tested annually to ensure no impairment to the carrying value has occurred. The current value of $8.695m has been reviewed by independent valuers and the directors have accepted their assessment that no impairment to the carrying value is warranted, This valuation is supported by the cornerstone nature of Patents 1 & 2 that were acquired from Macquarie University. Management’s and the Board’s view is that these patents are still fundamental enablers to the company’s RPCVD technology.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than the developments reported elsewhere in this report, there were no significant changes in the state of affairs during the year.
DIVIDENDS PAID OR RECOMMENDED
No dividends were declared in 2016 or 2015.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
There were no reportable financial matters subsequent to the end of the Financial Year.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
BluGlass will position itself to take advantage of the growing LED, power electronics and PV markets in order to maximise shareholder return.
BluGlass will continue to advance and validate the RPCVD technology as the Company works towards its industry acceptance goals in order to take the RPCVD technology to market.
These developments, together with the current strategy of continuous improvement and innovation are expected to assist in the acheivement of the Group’s long-term goals and development of its business opportunities.
ENVIRONMENTAL AND SAFETY ISSUES
The BluGlass RPCVD technology uses some materials classified under the Dangerous Goods Act. All materials and consumables are handled in compliance with relevant regulatory environmental, health and safety codes, as do all facility emmisions.
The company has in place OHS&E procedures and a Safety Manager who reports weekly to the Managing Director on all safety and environmental related matters. BluGlass meets and exceeds all state and federal OHS&E statutory requirements.
There were no reportable safety or environmental incidents during the course of the financial year.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
INFORMATION ON DIRECTORS
MR. GEORGE VENARDOS
Current Listed ASX Directorships:
Former ASX Directorships: (last 3 years) Special Responsibilities
Non Executive Chairman BCom, FCA, FTI, FAICD, FGIA
Non Executive Director – Ardent Leisure Group Non Executive Director – IOOF Holdings Limited
Non Executive Director – Miclyn Express Offshore Limited
Risk and Audit Committee member, Remuneration and Nominations Committee member
Experience and Expertise
George is a non-executive director with broad listed company experience across a range of different industries. He has more than 30 years experience in the Insurance and Financial Services sector and was formally Group Chief Financial Officer of Insurance Australia Group Limited; Chief Financial Officer, Legal and General Australia; and Chairman of the Insurance Council of Australia Finance and Accounting Committee.
MR. GILES BOURNE
Managing Director and Chief Executive Officer
B.A. (Hons), MBA, FAICD
Special Responsibilities
BluGlass Chief Executive Officer
Experience and Expertise
Giles is a senior executive with over 20 years of international business development experience gained in the cleantech, technology and manufacturing sectors. He is a specialist in developing offshore business opportunities, securing inward expansion investment, setting up domestic and international partnerships, JV's and licensing deals for Australian corporations.
Giles' focus at BluGlass is to provide leadership as well as developing sales and marketing structures to support the commercialisation of BluGlass' LED and solar technology.During his time at BluGlass, Giles has lead the team to secure a strategic partnership with global semiconductor equipment company SPTS Technologies, secured more than $25M in Government and Private Investment and supported the technology team to its proof of concept milestone.
DR. WILLIAM JOHNSON Non Executive Director BS-Phy, MS-EE, PhD,
Former Directorships (last 3 years)
Special Responsibilities
President and CEO SPTS Pty Ltd
Remuneration and Nominations Committee member
Experience and Expertise
William Johnson (“Bill”), is a seasoned CEO with extensive business development/M&A, technological leadership, and successful hands-on leadership roles in operations ranging from high technology start-ups to Fortune 500 high technology companies. He is the former President and Chief Executive Officer of SPP Process Technology Systems (SPTS), a manufacturer of capital equipment for the semiconductor and related industries.
Bill has held technical, marketing, and executive management positions with Ford Motor Co. Scientific Research Laboratories (1973-1978), Perkin-Elmer Corp. (1978-1986), Ulvac Corp. (1987-1991), Varian Associates (19921994), Intevac Inc. (1994-1996), Oryx Instruments and Materials Corp. (1996-1999). From 2003-2006, he was founder and managing director of Crane Ridge Associates, a firm providing consulting and M&A guidance to select high tech clientele; his association with Sumitomo Precision Products began in 2007, and he was the architect for the formation of SPTS through the acquisition of assets of Aviza Technology. Since then Bill was instrumental in leading the all equity based management buy-out of SPTS in mid 2011 which saw Bridgepoint, a leading European Private Equity company become a major owner in the company, and again with the sale of SPTS to Orobtech Limited in 2014.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
MR. CHANDRA KANTAMNENI
Special Responsibilities
Non Executive Director MSc, MS, MBA
Risk and Audit Committee member
Experience and Expertise
Chandra Kantamneni has more than 30 years experience in the global semiconductor industry and until recently the Technical Director for the University of California Los Angeles (UCLA)’s California Nano Systems Institutes where he managed a state of the art semiconductor and cleanroom fabrication facility. Formerly he was the Vice President of Worldwide Fab Operations of US-based Peregrine Semiconductor Corporation where he managed the world wide Foundry Operations for the Corporation. Prior to that he was the Vice-President and Managing Director of Peregrine Semiconductor, Australia.
Chandra has worked in senior management and engineering positions for some of the world's largest US-based semiconductor companies, including director of worldwide foundry operations and engineering manager for International Rectifier Corporation, director of engineering for GMT Microelectronics, and Manufacturing Manager of the Fairchild Research Centre of National Semiconductor Corporation.
MR. GREG CORNELSON Non Executive Director BEc
Current Directorships: None Former Directorships in last 3 years: MOV Corporation Limited Welcome Stranger Mining Limited Arasor International Limited AAT Corporation Ltd
Special Responsibilities:
Remuneration and Nominations Committee Chairman, Risk and Audit Committee Chairman
Experience and Expertise
Greg Cornelsen is an economics and business development specialist and a successful businessman having held leadership positions in both large Australian based multinationals and start-up operations. A former international rugby union player, with 25 caps for the Australian Wallabies, he is a committee member of the Australian Barbarian Rugby Club and the Chairman of the Australian Schools Rugby Foundation. His rugby and business backgrounds have allowed him to develop an extensive network within the Australian business community.
Greg is a long-time passionate supporter of sustainable practises and clean technologies having grown up on a family station that employed revolutionary broad acre sustainable practises. Greg has always understood the importance of the BluGlass technology for both the LED and solar industries. He is instrumental in steering the Board’s sub committees.
MR. VIVEK RAO
Non Executive Director MS-EE, BSc-Elec
Current Directorships:
Experience and Expertise:
Vivek Rao is the Executive Vice President & Chief Operations Officer of SPT Microtechnologies (a Division of SPP Technologies). Vivek is a seasoned semiconductor professional with more than 20 years in the semiconductor capital equipment industry in various managerial and technical leadership roles and brings to the BluGlass board a strong understanding of BluGlass’ target markets and customers, he joins the board as a Non-Executive Director.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
COMPANY SECRETARY
The following person held the position of company secretary at the end of the financial year:
Mr Emmanuel Correia
Mr Emmanuel Correia is a Chartered Accountant and has extensive experience in the corporate finance and equity capital markets. Emmanuel has had over 20 years public accounting and corporate finance experience both in Australia, North America and the United Kingdom. He has held various senior positions with Big 4 accounting firms and boutique corporate finance houses.
Emmanuel provides corporate advice to a diverse client base both in Australia and in overseas markets. Emmanuel has previously held a number of public company directorships and his key areas of expertise include Initial Public Offerings and secondary capital raisings, corporate strategy and structuring merger and acquisitions.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
REMUNERATION REPORT 2015- 2016
INTRODUCTION
The Directors of BluGlass Limited present the Remuneration Report for the Company and its controlled entities for the year ended 30 June 2016. This Remuneration Report forms part of the Directors Report and is subject to audit by the external auditor in accordance with the Corporations Act 2001.
The Report details the nature and amount of remuneration for the company’s non-executive directors and the executive team who by definition are the company’s Key Management Personnel . The Key Management Personnel are the key people accountable for directing the affairs of the company and its controlled entities.
The people who currently hold these Key Management Personnel positions are listed in the table below
| NON-EXECUTIVE DIRECTORS |
EXECUTIVES | ||
|---|---|---|---|
| George Venardos | Chairman | Giles Bourne | Managing Director & CEO |
| Gregory Cornelsen | Director | Ian Mann | Chief Technology Officer |
| Chandra Kantamneni | Director | Stuart Uhlhorn | Chief Financial Officer |
| William Johnson | Director | ||
| Vivek Rao | Director |
During the period the Remuneration and Nominations Committee comprised 3 independent directors - Greg Cornelsen (Committee Chairman), William Johnson and George Venardos. The Committee met twice during the year.
REMUNERATION STRATEGY
The remuneration policy of BluGlass Limited has been designed to align shareholder objectives with the strategic business objectives of BluGlass. This is achieved by providing;
-
a modest market related fixed remuneration component,
-
a small component of short term incentives and
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long-term incentives based on key performance areas affecting the consolidated entity’s ability to commercialise its technology milestones when achieved.
The remuneration policy, setting the terms and conditions for the directors and executives was developed by the remuneration committee and approved by the Board after seeking professional advice from independent external consultants.
The Board of BluGlass Limited aims for the Remuneration Strategy to attract and retain the appropriate executives and directors to run and manage the consolidated entity recognising that as a pre-revenue research and development company has limited ability to pay competitive base cash salaries and short term cash incentives.
The ability to attract the best staff is achieved via ensuring all staff as well as executives and directors have access to a meaningful and rewarding long term incentive scheme currently in the form of an employee option scheme in association with an employee share trust that creates goal congruence between directors, executives and shareholders.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NON-EXECUTIVE DIRECTORS’ REMUNERATION
The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The remuneration and nominations committee determines payments to the nonexecutive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required.
The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the consolidated entity. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the company and are able to participate in the company’s employee option plan.
The current remuneration of non-executive directors is:
| Position | Remuneration |
|---|---|
| $ | |
| Chairman | 70,000 |
| Director | 40,000 |
| Committee Chairperson |
5,000 |
| Committee member | 2,500 |
A non-executive director’s remuneration thus comprises the base board fee, any applicable committee chairman fee and the 9.5% superannuation levy contribution. Individual board fees have risen since 2010/2011.
.
| Directors George Venardos 2016 2015 Gregory Cornelsen 2016 2015 Chandra Kantamneni 2016 2015 William Johnson 2016 2015 Vivek Rao 2016 2015 Total 2016 Total 2015 |
SHORT TERM POST EMPLOY- MENT LONG TERM INCENT- IVES TOTAL REMUNER-ATION |
|---|---|
| Board and Committee fees Superannu- ation Share-based payments Total % of Remunera- tion that is Options Based $ $ $ $ 70,000 6,650 - 76,650 - 70,000 6,650 - 76,650 - 50,000 4,750 - 54,750 - 50,000 4,750 - 54,750 - 42,500 4,038 - 46,538 - 42,500 4,038 - 46,538 - 42,500 - - 42,500 - 42,500 - - 42,500 - - - - - - - - - - - 205,000 15,438 - 220,438 205,000 15,438 - 220,438 |
Mr Vivek Rao is the nominated director representing SPT Japan Co. ltd, and is paid in his capacity as a director, directly by SPT Japan.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
EXECUTIVE REMUNERATION
The Board’s policy for determining the nature and amount of remuneration for executives of the consolidated entity is as follows:
All key management personnel receive a base salary (which is based on factors such as length of service and experience), superannuation, access to a limited short term cash incentive scheme and to the longer term incentive scheme via options.
Short term incentives are only paid once predetermined annual key performance indicators have been met and are capped at 20% of base salary. No bonuses were paid during the year.
Longer term incentives may be paid in the form of options or rights and are intended to align the interests of the key management personnel and company with those of shareholders. In this regard, key management personnel are prohibited from limiting risk attached to those instruments by use of derivatives or other means.
The remuneration and nominations committee reviews executive packages annually by reference to the consolidated entity’s performance, executive performance and comparable information from similar industry sectors. Executives received an1.5% increase in their cash salary packages effective 1 September 2015, prior to that there had been no increase in their fixed salary packages for the past 2 years.
The performance of executives is measured against criteria agreed annually with each executive and is based predominantly on the achievement of specific BluGlass technology and commercial milestones being achieved and the efficient conduct of the Company’s operations. All bonuses and incentives are linked to these predetermined performance criteria or milestones. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the committee’s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to reward executives for performance that will result in long-term growth in shareholder wealth.
Executives are also entitled to participate in the employee share and option arrangements under the employee incentive scheme.
Executives receive a superannuation guarantee contribution required by the government, which is currently 9.5%, and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.
All remuneration paid to executives is valued at the cost to the company and expensed. Shares given to executives are valued as the difference between the market price of those shares and the amount paid by the executive. Options issued during the year are valued at the closing share price at grant date less the exercise price where appropriate.
| Executives Giles Bourne 2016 2015 Ian Mann 2016 2015 Stuart Uhlhorn 2016 2015 |
SHORT TERM POST EMPLOY- MENT LONG TERM INCENTIVES TOTAL REMUNERA- TION % of Remuneration |
|---|---|
| Cash Salary KPI Related Incentive Superann- uation Share-based payments Total Perform- ance based Equity based $ $ $ $ $ 305,645 - 27,235 74,750 407,630 - 18.3 305,774 - 24,226 - 330,000 - - 221,834 - 21,074 143,250 386,158 - 37.1 219,178 - 20,822 - 240,000 - - 170,687 - 36,515 52,000 259,202 - 20.1 195,001 - 33,592 - 228,593 - - |
|
| Total 2016 Total 2015 |
698,166 - 84,824 270,000 1,052,990 - - 719,953 - 78,640 - 798,593 - - |
The value of share based payments in the above table reflects the full market price of the underlying BluGlass share price at the date of issue and may not reflect the current market value of the shares granted. Additionally no discount for uncertainty has been assigned to these valuations, which do carry the risk of not meeting vesting hurdles.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
CONTRACTED EXECUTIVE REMUNERATION
The company secretary, Emanuel Correia is contracted to BluGlass from Cardrona Energy Pty Ltd. The contract includes provisions that the contract may be terminated by either party with one months’ notice. Payments for services to Cardrona were $79,200 in 2015 and 2016. As a contracted position the company secretary is not eligible to participate in short term incentive scheme and does not form part of the BluGlass’ executive team.
EMPLOYMENT CONTRACTS OF EXECUTIVES
The employment terms and conditions of the CEO and other executives are formalised in contracts of employment. All executives are permanent employees of BluGlass Limited.
Terms of employment require that the relevant group entity provide an executive contracted person with a minimum of one months’ notice prior to termination of contract. The CEO’s contract is subject to 3 months’ notice. Termination payments are determined by the remuneration and the nominations committee if a termination payment is deemed appropriate. A contracted person deemed employed on a permanent basis may terminate their employment by providing at least one months’ notice. Termination payments are not payable on resignation or under the circumstances of unsatisfactory performance.
PERFORMANCE BASED REMUNERATION
As part of the executive remuneration package there is a performance-based component, consisting of key performance indicators (KPIs). The intention of this program is to facilitate goal congruence between directors/executives with that of the business and shareholders. The KPIs are set annually, with a certain level of consultation with executives to ensure buy-in. The measures are specifically tailored to the areas each executive is involved in and has a level of control over. The KPIs target areas the Board believes hold greater potential for group expansion and profit, and cover financial and non-financial as well as short and long term goals. The level set for each KPI is based on budgeted figures for the group and respective industry standards.
Performance in relation to the KPIs is assessed annually, with bonuses being awarded depending on the number and deemed difficulty of the KPIs achieved and the period of employment for the period. Following the assessment, the KPIs are reviewed by the remuneration committee in light of the desired and actual outcomes, and their efficiency is assessed in relation to the group’s goals and shareholder wealth, before the KPIs are set for the following year. Even though the majority of executives KPIs for the year ending June 2016 where met, no performance payment’s where made during the year in the normal July to August 2016 period due to the board’s and management’s desire to preserve the company’s cash resources.
The IP portfolio at the end of 30 June 2016 now includes 42 granted patents in various countries, covering six separate patent families. In addition there are 15 patent applications in various stages filed in numerous countries. During July 2016 a further 8 patents applications were lodged, giving a present total of 42 granted patents and 23 lodged applications.
| 2012 | 2013 | 2014 | 2015 | 2016 | |
|---|---|---|---|---|---|
| Revenue $'000 | 2,427.8 | 4,725.9 | 4,112.7 | 3,532.9 | 2,809.9 |
| Net Loss $'000 | 3,237.3 | 1,676.7 | 2,898.4 | 3,183.3 | 3,427.6 |
| Share price at year-end dollars | 0.086 | 0.15 | 0.125 | 0.058 | 0.21 |
| Patents lodged | 1 | 2 | 2 | 3 | - |
| Patents Granted | 2 | 2 | 14 | 5 | 9 |
BluGlass’ potential value exists in it being able to finalise its research and development programmes and to then commercialise its IP portfolio into the rapidly growing markets for LED, GaN on silicon and high efficiency solar cells manufacturing equipment.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
OPTIONS ISSUED AS PART OF REMUNERATION FOR THE YEAR ENDED 30 JUNE 2016
Options were granted to executives as remuneration during the year. No options where granted to nonexecutive directors.
| Grant Details | Grant Details | Overall | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Executives | Date | No. | Value $ |
Exerci- sed no. |
Lapsed no. |
Vested no. |
Vested % |
Unvested % |
Lapsed % |
| 30/06/2016 | |||||||||
| Giles Bourne | 18/11/2015 | 1,150,000 | 74,750 | - | - | - | 1,150,000 | - | |
| Ian Mann | 16/09/2015 | 850,000 | 55,250 | - | - | - | 850,000 | - | |
| 20/05/2016 | 400,000 | 88,000 | 400,000 | ||||||
| Stuart Uhlhorn | 16/09/2015 | 800,000 | 52,000 | - | - | - | 800,000 | - |
MOVEMENT IN SHAREHOLDINGS OF KMP AS AT 30 JUNE 2016
| Total | Direct | BLG ESS | Movement | Total | Direct | BLG ESS | |
|---|---|---|---|---|---|---|---|
| Non-Executive directors |
Opening Balance | Closing Balance | |||||
| George Venardos |
1,780,118 | 1,593,451 | 186,667 | 565,000 | 2,345,118 | 1,693,451 | 653,667 |
| Greg Cornelsen | 1,547,941 | 1,267,941 | 280,000 | 267,000 | 1,814,941 | 1,267,941 | 547,000 |
| Chandra Kantamneni |
712,647 | 432,647 | 280,000 | - | 712,647 | 432,647 | 280,000 |
| William Johnson | 670,000 | 390,000 | 280,000 | - | 670,000 | 390,000 | 280,000 |
| Vivek Rao | - | - | - | - | - | - | - |
| Executives | |||||||
| Giles Bourne | 1,424,566 | 334,233 | 1,090,333 | 974,000 | 2,398,566 | 334,233 | 2,064,333 |
| Ian Mann | 951,276 | 357,943 | 593,333 | 306,667 | 1,257,943 | 357,943 | 900,000 |
| Stuart Uhlhorn | 1,077,283 | 308,950 | 768,333 | 230,000 | 1,307,283 | 308,950 | 998,333 |
BLG ESS means vested options that have not yet been withdrawn from Employee Share Scheme Trust by the beneficiary.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
OPTIONS HELD BY KMP AS AT 30 JUNE 2016
| Movement | Movement | ||||||
|---|---|---|---|---|---|---|---|
| Non- Executive Directors |
Opening Balance |
Vested in O/B |
Vested in period |
Total Vested |
Granted in period |
Closing Balance |
Unvested % |
| George Venardos |
651,667 | 186,667 | 465,000 | 651,667 | - | 651,667 | 0.0% |
| Greg Cornelsen | 547,000 | 280,000 | 267,000 | 547,000 | - | 547,000 | 0.0% |
| Chandra Kantamneni |
547,000 | 280,000 | - | 280,000 | - | 547,000 | 48.8% |
| William Johnson | 280,000 | 280,000 | - | 280,000 | - | 280,000 | 0.0% |
| Vivek Rao | - | - | - | - | - | - | |
| Executives | |||||||
| Giles Bourne | 2,064,333 | 1,090,333 | 974,000 | 2,064,333 | 1,150,000 | 3,214,333 | 35.8% |
| Ian Mann | 1,380,000 | 593,333 | 306,667 | 900,000 | 1,250,000 | 2,630,000 | 59.6% |
| Stuart Uhlhorn | 1,478,333 | 768,333 | 230,000 | 998,333 | 800,000 | 2,278,333 | 56.2% |
| Total | 2,242,667 | 5,721,333 | 3,200,000 |
Options are vested when vesting criteria have been met. Options are then converted into ordinary shares and held in the BluGlass Employee Share scheme Trust until they are elected to be withdrawn by the beneficiary.
For clarity the vested options held as shares in the Trust are also disclosed in the KMP's shareholding above as they can be exercised and withdrawn at any time once vested.
SHARES ISSUED ON EXERCISE OF COMPENSATION OPTIONS
Options totalling 3,899,666 were exercised during the year by the Company’s employee share trust, BluGlass Employee Incentive Plan Pty Ltd. When options that have been granted as compensation in prior periods meet the requisite vesting conditions they are exercised by the trust into shares. These shares are then held in the share trust for the eligible employees until employees exercise their right to withdraw the shares from the trust. During the year 527,000 shares were withdrawn from the trust.
APPROVAL OF 2015 REMUNERATION REPORT
A resolution seeking approval of the 2015 Remuneration Report was tabled at the November 2015 Annual General Meeting. The resolution was passed at that meeting with the vote in favour recorded of 87.52%.
REMUNERATION ADVISORS
During the period no remuneration advisors were retained or used by the Company.
END OF REMUNERATION REPORT -
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
DIRECTORS’ REPORT cont.
MEETINGS OF DIRECTORS
During the financial year, 11 meetings of directors were held. Attendances by each director during the year were:
| DIRECTORS’ | DIRECTORS’ | COMMITTEE MEETINGS | COMMITTEE MEETINGS | ||||
|---|---|---|---|---|---|---|---|
| MEETINGS | |||||||
| Audit | & Risk | Remuneration & | |||||
| Committee | Nominations | ||||||
| Committee | |||||||
| Number | Number | Number | |||||
| eligible to | Number | eligible | to | Number | eligible to | Number | |
| attend | Attended | attend | Attended | attend | Attended | ||
| George Venardos | 11 | 11 | 2 | 2 | 2 | 2 | |
| Gregory Cornelsen | 11 | 11 | 2 | 2 | 2 | 2 | |
| Chandra Kantamneni | 11 | 11 | 2 | 2 | - | - | |
| William Johnson | 11 | 11 | - | - | 2 | 2 | |
| Giles Bourne | 11 | 11 | - | - | - | - | |
| Vivek Rao | 3 | 3 | - | - | - | - |
INDEMNITIES GIVEN TO AND INSURANCE PREMIUMS PAID FOR AUDITORS AND OFFICERS
The Group has entered into Deeds of Indemnity, Insurance and Access with each of the directors and the Company Secretary. Each deed provides officers with the following:
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A right to access certain Board papers of the Group during the period of their tenure and for a period of seven years after that tenure ends;
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Subject to the Corporations Act 2001, an indemnity in respect of liability to persons other than the Group and its related bodies corporate that they may incur while acting in their capacity as an officer of the Group or a related body corporate, except where that liability involves a lack of good faith, and for defending certain legal proceedings; and the requirement that the Group maintains appropriate directors’ and officers’ insurance for the officer.
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No liability has arisen under these indemnities as at the date of this report.
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The Company has paid premiums of $28,350 (2015: $28,480) to insure each of the directors, secretary and executives against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of a director or officer of the company, other than conduct involved in a wilful breach of duty in relation to the company.
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The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify any current or former officer or auditor of the Group against a liability incurred as such by an officer or auditor.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
OPTIONS
At the date of this report, the unissued ordinary shares of BluGlass Limited under option are as follows:
Options
At the date of this report, the unissued ordinary shares of BluGlass Limited under option are as follows:
| Grant Date Date of Expiry Exercise Price 16/01/2014 16/01/2016 0.01 16/09/2015 1/12/2018 0.01 20/05/2016 1/06/2018 0.01 |
Number Under Option 1,992,000 5,500,000 2,020,000 |
|---|---|
| 9,512,000 |
During the year ended 30 June 2016, 3,899,666 ordinary shares of BluGlass Limited were issued on the exercise of options.
CORPORATE GOVERANCE POLICY AND STATEMENT
The Groups Corporate Governance statement can be viewed on the company’s website at www.bluglass.com.au
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
DIVERSITY POLICY
BluGlass has established a Diversity Policy that outlines the Company’s commitment to diversity and the active steps the Company will take in implementing the policy, commensurate with a company of its size and the industry with which it operates. A copy of the Diversity Policy is contained in Annexure 7 of the Company’s Corporate Governance Statement, a copy of which is available on the Company’s website.
Our policy is to recruit and manage on the basis of qualification for the position and performance, regardless of gender, age, nationality, race, religious beliefs, cultural background, sexuality or physical ability. Due to the Company’s current size and level of activity there has been limited opportunity with which to measure the Company’s commitment to its diversity policy during the 2016 financial year. During the year there was minimal staff movement and no change to the Company’s executive team. The board discusses its diversity policy at board meeting’s were potential changes to the work force is discussed.
It is essential that the Company employs the appropriate person for each job and that each person strives for a high level of performance.
Ethnic Diversity
| Total Staff | Australian and NZ | Asian | Americas | European |
|---|---|---|---|---|
| 19 | 9 | 4 | 1 | 5 |
| Gender Diversity | ||||
| Male | Female | |||
| Total Staff | 12 | 7 | ||
| Senior Executives | 3 | - | ||
| Senior Research Staff | 2 | 2 | ||
| Non-Executive Directors | 4 | - |
DIVERSITY POLICY (Cont)
Educational Diversity
| Total Staff | PhD | Masters | Bachelor | Other | No |
|---|---|---|---|---|---|
| Qualifications | Qualifications | ||||
| 19 | 8 | 10 | 13 | 3 | 3 |
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party of taking responsibility on behalf of that company for all or any part of those proceedings.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NON-AUDIT SERVICES
The Board of directors, in accordance with advice from the Audit and Risk committee, is satisfied that the provision of nonaudit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:
all non-audit services are reviewed and approved by the Audit and Risk committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
There were no fees for non-audit services payable to the external auditors during the year ended 30 June 2016
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration as required by s307C of the Corporation Act 2001 for the year ended 30 June 2016 has been received and can be found on page 21 and forms part of the Directors’ Report.
This Directors’ Report incorporating the Remuneration Report is signed in accordance with a resolution of the Board of Directors.
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George Venardos
Chairman Dated the 22[nd ] day of August 2016
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Level 17, 383 Kent Street Sydney NSW 2000
Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230
T +61 2 8297 2400 F +61 2 9299 4445 E [email protected] W www.grantthornton.com.au
Auditor’s Independence Declaration To the Directors of BluGlass Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of BluGlass Limited for the year ended 30 June 2016, I declare that, to the best of my knowledge and belief, there have been:
-
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
b no contraventions of any applicable code of professional conduct in relation to the audit.
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GRANT THORNTON AUDIT PTY LTD Chartered Accountants
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Grant Layland Director - Audit & Assurance
Sydney, 22 August 2016
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.
21
BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
PROFIT OR LOSS AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016
| Note Revenue 2 Other income 2 Employee benefits expense 16 Professional fees Board and secretarial fees Corporate compliance & legal expense Consultant fees Rent expense Travel and accommodation expense Consumables Depreciation and amortisation expense Other expenses Loss before income tax 3 Income tax expense 4 Loss for the period Other comprehensive income Total comprehensive income Loss attributable to: - Members of the parent entity - Non-controlling interest Total Comprehensive Income attributable to: - Members of the parent entity - Non-controlling interest Earnings Per Share Basic loss per share (cents per share) 6 Diluted loss per share (cents per share) 6 |
Consolidated Entity 2016 $ 2015 $ 368,144 330,738 2,541,772 3,202,191 (2,993,705) (3,233,197) (122,416) (154,244) (308,161) (283,363) (73,931) (56,269) (355,031) (320,259) (262,298) (253,789) (104,715) (99,716) (1,000,321) (893,169) (603,252) (777,652) (513,652) (644,527) |
|---|---|
| (3,427,566) (3,183,256) - - |
|
| (3,427,566) (3,183,256) - - |
|
| (3,427,566) (3,183,256) |
|
| (3,427,566) (3,183,256) - - |
|
| (3,427,566) (3,183,256) |
|
| (3,427,566) (3,183,256) - - |
|
| (3,427,566) (3,183,256) |
|
| (1.03) (1.10) (1.03) (1.10) |
The financial statements should be read in conjunction with the following notes.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
FINANCIAL POSITION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016
| Note Current Assets Cash and cash equivalents 7 Trade and other receivables 8 Consumables 9 Other current assets 10 TOTAL CURRENT ASSETS Non-Current Assets Property, plant and equipment 11 Intangible assets 12 TOTAL NON-CURRENT ASSETS TOTAL ASSETS Current Liabilities Trade and other payables 14 Short-term provisions 15 TOTAL CURRENT LIABILITIES Non-Current Liabilities Long-term provisions 15 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS Equity Issued capital 17 Reserves 18 Accumulated Losses TOTAL EQUITY |
Consolidated Entity 2016 $ 2015 $ 3,409,700 2,528,849 2,110,000 2,050,812 101,318 76,919 59,322 57,373 5,680,340 4,713,953 773,945 1,376,286 8,695,000 8,695,000 9,468,945 10,071,286 15,149,285 14,785,239 245,146 242,554 214,078 186,651 459,224 429,205 453,311 403,649 453,311 403,649 912,535 832,854 14,236,750 13,952,385 48,575,895 44,519,279 104,075 448,760 (34,443,220) (31,015,654) 14,236,750 13,952,385 |
|---|---|
The financial statements should be read in conjunction with the following notes.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016
| 30 JUNE 2016 | |||||
|---|---|---|---|---|---|
| Issued Capital | Share-Based | Other | Accumulated | Total | |
| Payments | Reserves | Losses | |||
| $ | $ | $ | $ | $ | |
| Consolidated Entity | |||||
| Balance at 1 July 2014 | 42,673,992 | 940,513 | (982,452) | (27,832,398) | 14,799,655 |
| Total comprehensive income for the | - | - | - | (3,183,256) | (3,183,256) |
| period | |||||
| - | - | - | (3,183,256) | (3,183,256) | |
| Transactions with owners in their | |||||
| capacity as owners | |||||
| Shares issued during the year | 1,960,500 | - | - | - | 1,960,500 |
| Share transaction costs during the | (115,213) | - | - | - | (115,213) |
| year | |||||
| Share options issued | - | 490,699 | - | - | 490,699 |
| Exercise of share option | - | - | - | - | - |
| Dividends paid or provided for | - | - | - | - | - |
| Balance at 30 June 2015 | 44,519,279 | 1,431,212 | (982,452) | (31,015,654) | 13,952,385 |
| Balance at 1 July 2015 | 44,519,279 | 1,431,212 | (982,452) | (31,015,654) | 13,952,385 |
| Total comprehensive income for the | - | - | - | (3,427,566) | (3,427,566) |
| period | |||||
| - | - | - | (3,427,566) | (3,427,566) | |
| Transactions with owners in their | |||||
| capacity as owners | |||||
| Shares issued during the year | 3,515,058 | - | - | - | 3,515,058 |
| Share transaction costs during the | (201,512) | - | - | - | (201,512) |
| year | |||||
| Share options issued | - | 377,715 | - | - | 377,716 |
| Exercise of share option | 743,070 | (722,400) | - | - | 20,670 |
| Dividends paid or provided for | - | - | - | - | - |
| Balance at 30 June 2016 | 48,575,895 | 1,086,527 | (982,452) | (34,443,220) | 14,236,750 |
The financial statements should be read in conjunction with the following notes.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
CASHFLOWS
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016
| Note CASH FLOWS FROM OPERATING ACTIVITIES Receipts from grants Interest and other income received Payments to suppliers and employees Net cash used in operating activities 21 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares, net of transaction costs Proceeds from options exercised Net cash provided by financing activities Net increase in cash held Cash at beginning of financial year Cash at end of financial year 7 |
Consolidated Entity 2016 $ 2015 $ 342,447 1,235,954 2,467,469 2,296,975 (5,262,367) (5,256,780) |
|---|---|
| (2,452,451) (1,723,851) |
|
| (914) (37,822) |
|
| (914) (37,822) |
|
| 3,313,546 1,845,287 20,670 - |
|
| 3,334,216 1,845,287 |
|
| 880,851 83,614 2,528,849 2,445,235 |
|
| 3,409,700 2,528,849 |
The financial statement should be read in conjunction with the following notes.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report covers BluGlass Limited as a consolidated entity (“Group”). BluGlass Limited is a listed public company, incorporated and domiciled in Australia.
The separate financial statements of the parent entity BluGlass Limited have not been presented within this financial report as permitted by the Corporations Act 2001.
The financial statements were authorised for issue on 22nd August 2016 by the directors of the company
The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation of the financial report.
Basis of Preparation
The consolidated general purpose financial statements of the Group have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). BluGlass Limited is a for-profit entity for the purpose of preparing financial statements.
The accounting policies set out below have been consistently applied to all years presented.
The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, and financial assets and financial liabilities for which the fair value basis of accounting has been applied.
Accounting Policies
(a) Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by BluGlass Limited at the end of the reporting period. A controlled entity is any entity BluGlass Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities.
Where controlled entities have entered or left the Group during the year, the financial performance of those entities are included only for the period of the year they were controlled. A list of controlled entities is contained in Note 13 to the financial statements. All controlled entities have a June financial year-end.
In preparing the consolidated financial statements all inter-group balances and transactions between entities in the consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries are consistent with those adopted by the parent entity.
Non-controlling interests, presented as part of equity, represents the portion of a subsidiary’s profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries and the non-controlling interests bond on their respective ownership interests.
(b) Income Tax
The income tax expense (revenue) for the year comprises current income tax expense (revenue) and deferred tax expense (revenue).
Current income tax expense charged to the profit and loss is the tax payable on taxable income calculated using applicable tax rates enacted, or substantially enacted, as at reporting period. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
(b) Income Tax (cont.)
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
Tax consolidation
BluGlass Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under tax consolidation legislation. BluGlass Limited is responsible for recognising the current and deferred tax assets and liabilities for the tax consolidated group. The group notified the Australian Taxation Office that it had formed an income tax consolidated group to apply from 21 September 2006. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group.
(c) Inventories
Inventories are measured at the lower of cost and net realisable value.
(d) Plant and Equipment
Each class of plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.
Plant and equipment
Plant and equipment are measured on the cost basis.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
Depreciation
The depreciable amount of all fixed assets including building and capitalised lease assets is depreciated on a straight-line basis over their useful lives to the consolidated group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
| Class of Fixed Asset | Depreciation Rate |
|---|---|
| Furniture and Fittings | 10% |
| Plant and equipment | 20-100% |
| Leasehold improvements | 33.33% |
| Computer hardware and software | 33.33% |
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 gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
(e) Leases
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that is transferred to entities in the consolidated entity are classified as finance leases.
Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.
Leased assets are depreciated on a straight-line basis over their estimated useful lives.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.
Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.
(f) Financial Instruments
Recognition and measurement
Financial instruments, incorporating financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions of the instrument.
Financial instruments are initially measured at fair value plus transaction costs where the instrument is not classified as at fair value through profit and loss. Transaction costs related to instruments classified as at fair value through profit and loss are expensed to the profit and loss immediately. Financial instruments are classified and measured as set out below.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of noncash assets or liabilities assumed, is recognised in profit or loss.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.
Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method.
Impairment
At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the statement of comprehensive income.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(g) Impairment of assets
At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
(h) Intangibles
Patents and trademarks
Patents and trademarks are recognised at cost of acquisition. Patents and trademarks and intellectual property have a finite life and are carried at cost less any accumulated amortisation and any impairment losses. Patents and trademarks are amortised over their useful life ranging from 5 to 10 years.
Research and development
Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technically feasibility studies identify that the project will deliver future economic benefits and these benefits can be measured reliably.
Development costs have a finite life and are amortised on a systematic basis matched to the future economic benefits over the useful life of the project.
Intellectual property
Intellectual property (IP) which represents in process research is recognised at cost of acquisition. IP has a finite life once the asset is ready for use. Once the asset is ready for use the asset will be carried at cost less any accumulated amortisation and any impairment losses.
(i) Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the Group's entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent and controlled entity's functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Nonmonetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(j) Employee Benefits
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows.
Equity-settled compensation
The Group operates an equity-settled share-based payment employee share and option scheme. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using the Cox-Ross-Rubenstein Binomial pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
(k) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
(l) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.
(m) Revenue and Other Income
Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument.
All revenue is stated net of the amount of goods and services tax (GST).
(n) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
(o) Government Grants
Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs they are compensating. Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful life of the asset on a straightline basis.
(p) Borrowing Costs
Borrowing costs are expensed in the period in which they are incurred and reported in finance costs.
(q) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(r) Critical accounting estimates and judgments
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.
Key estimates — Impairment
The Group assesses impairment at the end of each reporting period by evaluating conditions and events specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. See Note 12: Intangible assets for further disclosure of impairment.
Key estimates — Share options
The company issued options under the BluGlass Limited prospectus and the employee incentive option scheme. The options granted in the year were valued using the BluGlass share price at the date of grant. The prior year options were valued the same as they are currently valued. The key inputs to the pricing model are disclosed on Note 22. In addition to the pricing, key judgements revolve around the likelihood of vesting and estimated vesting date where there are vesting conditions. These judgements impact the expense recorded for the period.
Key estimates — Deferred Taxes
Deferred taxes have not been recognised on the Company’s tax losses due to the uncertainty in relation to the timing of the losses being utilised in the future.
(s) Adoption of New and Revised Accounting Standards
A number of new and revised standards became effective for the first time in annual periods beginning on or after 1 July 2015. Information om the more significant standards(s) is presented below
AASB 2015-4 Amendments to Australian Accounting Standards – Financial Reporting Requirements for Australian Groups with a Foreign Patent
AASB 2015-4 amends AASB128 Investments in Associates and Joint Ventures to ensure that its reporting requirements on Australian groups with a foreign patent align with those currently available in AASB 10 Consolidated Financial Statements for such groups. AASB 128 will now only require the ultimate Australian entity to apply the equity method in accounting for interests in associates and joint ventures, if either the entity or the group is a reporting entity, or both the entity and group are reporting entities.
AASB 2015-4 is applicable to annual reporting periods beginning on or after 1 July 2015 the adoption of this amendment has not had a material impact on the group.
(t) Accounting Standards issued but not yet effective and not adopted early by the Group
A number of new standards, amendments to standards and interpretations are effective for financial years beginning on or after 1 July 2016, and have not been applied in preparing these consolidated financial statements. Of the new standards, only the below are expected to have as effect on the consolidated financial statements of the Group.
-
AASB 9 Financial Instruments, which becomes mandatory for 30 June 2019 consolidated financial statements.
-
AASB 15 Revenue from Contracts with Customers, which becomes mandatory for 30 June 2019 consolidated financial statements.
[The Group is currently assessing the impact of he changes in the below standard: ]
- AASB 16 Leases, which becomes mandatory for the Groups 30 June 2020 consolidated financial statements.
The Group does not plan to adopt these standards early.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
- NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (u) Going Concern
Notwithstanding the net loss for the year and the accumulated losses for the Consolidated Group, the directors have performed a review of the cash flow forecasts and consider the Company to be a going concern.
The directors have approved the company’s forward business plans with an understanding that sufficient cash resources are available to meet the company’s commitments over the next twelve months.
The directors have prepared the financial statements on a going concern basis as the company has a number of options for raising future capital requirements and the directors are confident that one or more of these options will be successful during the period. Additionally as a fall back equity based funding options are available to the company to continue its research and development efforts.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 2: REVENUE AND OTHER INCOME
| Revenue — interest received from other persons — sundry income Total Revenue Other Income — grant revenue — R&D tax rebate Total other income NOTE 3: LOSS FOR THE YEAR Expenses: Rental Expense on operating leases — Minimum lease payments Share based payments |
Consolidated Entity 2016 $ 2015 $ 49,567 53,913 318,577 276,825 |
|---|---|
| 368,144 330,738 |
|
| 342,447 1,235,954 2,199,325 1,966,237 |
|
| 2,541,772 3,202,191 |
|
| Consolidated Entity 2016 $ 2015 $ 262,298 253,789 377,716 490,699 |
NOTE 4: INCOME TAX EXPENSE
| (a) The components of tax expense comprise: — Current tax — Deferred tax |
Consolidated Entity 2016 $ 2015 $ - - - - |
|---|---|
| - - |
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 4: INCOME TAX EXPENSE (cont.)
| (b) The prima facie tax on loss before income tax is reconciled to the income tax as follows: Prima facie tax payable on loss before income tax at 30% (2015: 30%) — consolidated entity Add: Tax effect of: — IPO related costs(deductible over 5 years) — share based payments during year — other non-allowable items Add: Income tax benefit not brought to account Income tax benefit attributable to the entity Accumulated tax losses not brought to account |
Consolidated Entity 2016 $ 2015 $ (1,028,270) (954,977) 92,709 92,709 113,315 147,210 40,743 65,028 |
|---|---|
| 246,767 304,947 |
|
| (781,503) (650,030) |
|
| - - |
|
| 6,477,748 5,696,245 |
NOTE 5: AUDITORS’ REMUNERATION
| NOTE 5: AUDITORS’ REMUNERATION | |
|---|---|
| Remuneration of the auditor for: — auditing or reviewing the financial report — Other audit services |
Consolidated Entity 2016 $ 2015 $ 60,000 61, 500 7,500 4,300 |
| 67,500 65,800 |
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 6: LOSS PER SHARE
| Consolidated | Entity | ||
|---|---|---|---|
| 2016 | 2015 | ||
| $ | $ | ||
| (a) | Loss attributable to members of the parent entity | (3,427,566) | (3,183,256) |
| (b) | Basic and diluted loss per share (cents per share) | (1.03) | (1.10) |
| No. | No. | ||
| (c) | Weighted average number of ordinary shares outstanding during the | 331,753,020 | 289,553,455 |
| year used in calculating basic and diluted EPS. |
NOTE 7: CASH AND CASH EQUIVALENTS
| NOTE 7: CASH AND CASH EQUIVALENTS | |
|---|---|
| Cash at bank and in hand Short-term bank deposits Petty cash |
Consolidated Entity 2016 $ 2015 $ 103,575 77,165 3,305,620 2,451,078 505 606 |
| 3,409,700 2,528,849 |
The effective interest rate on short-term bank deposits was 2.78% (2015:2.73%), these deposits have an average maturity of less than 14 days.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 8: TRADE AND OTHER RECEIVABLES
| NOTE 8: TRADE AND OTHER RECEIVABLES | |
|---|---|
| Research and Development Tax Rebate Other |
Consolidated Entity 2016 $ 2015 $ 2,100,000 2,000,000 10,000 50,812 |
| 2,110,000 2,050,812 |
NOTE 9: CONSUMABLES
| CURRENT Consumables |
Consolidated Entity 2016 $ 2015 $ 101,318 76,919 |
|---|---|
| 101,318 76,919 |
NOTE 10: OTHER CURRENT ASSETS
| NOTE 10: OTHER CURRENT ASSETS | |
|---|---|
| CURRENT Prepayments Security deposit Other receivables |
Consolidated Entity 2016 $ 2015 $ 23,280 28,576 14,516 14,516 21,526 14,281 |
| 59,322 57,373 |
All amounts are short-term. The net carrying value of other receivables is considered a reasonable approximation of fair value. No impairment of receivables is deemed to exist. There were no bad debts during the year (2015: nil).
NOTE 11: PLANT AND EQUIPMENT
| PLANT AND EQUIPMENT Plant and equipment At cost Accumulated depreciation Total plant and equipment Leased plant and equipment At cost Accumulated depreciation Total leased plant and equipment |
Consolidated Entity 2016 $ 2015 $ 6,226,689 6,226,689 (5,752,469) (5,452,353) |
|---|---|
| 474,220 774,336 |
|
| 1,006,170 1,006,170 1,006,170 1,006,170 |
|
| - - |
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 11: PLANT & EQUIPMENT (cont.)
| Leasehold improvements At cost Accumulated depreciation Total leasehold improvements Furniture and fittings At cost Accumulated depreciation Total furniture and fittings Computer equipment At cost Accumulated depreciation Total computer equipment Total property, plant and equipment |
Consolidated Entity 2016 $ 2015 $ 3,797,007 3,797,008 (3,527,705) (3,246,424) |
|---|---|
| 269,302 550,584 |
|
| 145,340 145,340 (127,446) (113,799) |
|
| 17,894 31,541 |
|
| 276,531 275,618 (264,002) (255,793) |
|
| 12,529 19,825 |
|
| 773,945 1,376,286 |
(a) Movements in Carrying Amounts
Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current financial year
| Leased | Plant and | Leasehold | Furniture | Computer | Total | |
|---|---|---|---|---|---|---|
| Plant and | Equipment | Improvements | and | Equipment | ||
| Equipment | Fittings | |||||
| $ | $ | $ | $ | $ | $ | |
| Consolidated Entity: | ||||||
| Balance at 30 June 2015 | - | 774,336 | 550,584 | 31,541 | 19,825 | 1,376,286 |
| Additions | - | - | - | - | 912 | 912 |
| Disposals | - | - | - | - | - | - |
| Depreciation expense | - | (300,116) | (281,282) | (13,647) | (8,208) | (603,253) |
| Balance at 30 June 2016 | - | 474,220 | 269,302 | 17,894 | 12,529 | 773,945 |
| NOTE 12: INTANGIBLE | ASSETS | |||||
| Consolidated | Entity | |||||
| 2016 | 2015 | |||||
| $ | $ | |||||
| In process research and development: | ||||||
| Cost | 12,130,080 | 12,130,080 | ||||
| Accumulated impaired losses | (3,435,080) | (3,435,080) | ||||
| Net carrying value | 8,695,000 | 8,695,000 |
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 12: INTANGIBLE ASSETS (cont.)
The Company obtained a valuation of the intellectual property from an independent valuer Acuity Technology Management Pty Ltd to assist the directors in assessing impairment. The methodology used by the independent valuer to determine the value of the intellectual property was based on a discounted cash flow (DCF) method adjusted for the probability of achieving certain milestones. The DCF was based on management cash flow projections for 10years covering a variety of revenue scenarios that includes, manufacturing, royalties and retro-fitting existing machinery. The market information has been drawn from industry sources and the Company’s current level of technology development. Greater than 5 years is appropriate based on the expected life cycle of the technology. The DCF has been discounted at between 15% and 17% (2015:15% to 17%). Other general market considerations have been considered including the market capitalisation of BluGlass. The IP was assessed to have a value between $24 million to $30 million.
NOTE 13: CONTROLLED ENTITIES
(a) Controlled Entities Consolidated
| Controlled Entities Consolidated | |||
|---|---|---|---|
| Country | Percentage Owned (%)* | ||
| of | |||
| Incorporation | 2016 | 2015 | |
| Parent Entity: | |||
| BluGlass Limited | Australia | - | - |
| Subsidiaries of BluGlass Limited: | |||
| Gallium Enterprises Pty Ltd | Australia | 100 | 100 |
| BluSolar Pty Ltd | Australia | 100 | 100 |
| BluGlass Deposition Technologies Pty Ltd | Australia | 100 | 100 |
| BluGlass Research Pty Ltd | Australia | 100 | 100 |
| EpiBlu Technologies Pty Ltd | Australia | 100 | 100 |
- Percentage of voting power is in proportion to ownership
NOTE 14: TRADE AND OTHER PAYABLES
| NOTE 14: TRADE AND OTHER PAYABLES | |
|---|---|
| CURRENT Trade payables Sundry payables and accrued expenses |
Consolidated Entity 2016 $ 2015 $ 105,800 115,788 139,346 126,766 |
| 245,146 242,554 |
The carrying values of trade payables, sundry and accrued payables are considered to be reasonable approximation of fair value.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 15: PROVISIONS
| Current Non-Current Consolidated Group Opening balance at 1 July 2015 Additional provisions Amounts used Balance at 30 June 2016 |
Lease Make Good $ 200,000 - - |
Consolidated Entity 2016 $ 2015 $ 214,078 186,651 453,311 403,649 |
|---|---|---|
| 667,389 590,300 |
||
| Employee Benefits $ Total $ 390,300 590,300 223,428 223,428 (146,339) (146,339) |
||
| 200,000 | 467,389 667,389 |
NOTE 16: EMPLOYEE BENEFITS EXPENSE
| Wages, Salaries Share-based payments Superannuation |
Consolidated Entity 2016 $ 2015 $ 2,394,363 2,516,218 377,716 490,699 221,626 226,280 |
|---|---|
| 2,993,705 3,233,197 |
NOTE 17: ISSUED CAPITAL
| Consolidated | Entity | ||
|---|---|---|---|
| 2016 | 2015 | ||
| $ | $ | ||
| 354,225,508 (2015: 319,116,721) fully paid | 48,575,897 | 44,519,279 | |
| ordinary shares | |||
| 48,575,897 | 44,519,279 | ||
| The | company has authorised share capital amounting to 354,225,508 ordinary shares. | ||
| (a) | Ordinary Shares | No. | $ |
| At the beginning of reporting period | 319,116,721 | 44,519,279 | |
| Shares issued during the year | |||
| — 5 August 2015 |
7,485,000 | 426,130 | |
| — 15 November 2015 |
647,197 | 47,181 | |
| — 8 December 2015 |
1,832,666 | 412,350 | |
| — 22 April 2016 |
2,067,000 | 330,720 | |
| — 28 April 2016 |
23,076,924 | 2,840,235 | |
| At reporting date | 354,225,508 | 48,575,897 |
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 17: ISSUED CAPITAL (Cont)
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.
At the shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.
(b) Options
For information relating to the BluGlass Limited employee option plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year, refer to Note 22 Share-based Payments.
(c) Capital Management
Management controls the capital of the consolidated entity in order to maintain a good debt to equity ratio, provide the shareholders with adequate returns and ensure that the consolidated entity can fund its operations and continue as a going concern.
The consolidated entity’s capital comprises ordinary share capital.
There are no externally imposed capital requirements.
There have been no changes in the strategy adopted by management to control the capital of the consolidated entity since the prior year.
NOTE 18: RESERVES
(a) Share based payments
The reserve records items recognised as expenses on valuation of employee share options and shares. The company has elected to reclassify amounts representing expired options to accumulated losses.
(b) Other Reserves
This reserve is used to recognise the difference between purchase consideration paid and the non-controlling interest carrying value.
NOTE 19: CAPITAL AND LEASING COMMITMENTS
| NOTE 19: CAPITAL AND LEASING COMMITMENTS | |
|---|---|
| (a) Operating Lease Commitments: Non-cancellable operating lease contracted for but not capitalised in the financial statements Payable -minimum lease payments — not later than 12 months — Between 12 months and 5 years — greater than 5 years |
Consolidated Entity 2016 $ 2015 $ 200,000 200,000 75,068 275,068 - - |
| 275,068 475,068 |
The lease was renewed for an additional term of five years from February 2013. The property lease is a noncancellable lease with a five year term, with rent payable monthly in advance. Contingent rental provisions within the lease agreement require the minimum lease payments shall be increased by the greater of CPI or 4.0% per annum. The lease does not allow for subletting of any lease areas.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 20: OPERATING SEGMENTS
(a) Business and geographical segments
The Group identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.
The Group is managed primarily on the basis of research and development activities. The Group’s operation has one main risk profile and performance assessment criteria. Operating segments are therefore determined on the same basis.
Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following:
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Applying the above criteria, the Group only has one operating division being the research and manufacture of Gallium Nitride (GaN).
The Group operates in one geographical area being in Australia. The Group did not undertake any new operations and it did not discontinue any of its existing operations during the year.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 21: CASH FLOW INFORMATION
| (a) Reconciliation of Cash Flow from Operations with Loss after Income Tax Loss after income tax Non-cash flows in loss Depreciation expense Share based payment Other Non-cash items Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries (Increase)/decrease in trade and other receivables (Increase)/decrease in other assets (Increase)/decrease in consumables Increase/(decrease) in trade and other payables and accruals Increase in provisions Cash flow from operations |
Consolidated Entity 2016 $ 2015 $ (3,427,566) (3,183,256) 603,253 777,652 377,715 490,699 - - (59,188) 219,138 (1,949) 23,794 (24,399) 17,164 2,592 (180,432) 77,089 111,390 |
|---|---|
| (2,452,451) (1,723,851) |
NOTE 22: SHARE-BASED PAYMENTS
The following share-based payments existed at 30 June 2016:
| Outstanding at the beginning of the year Granted Forfeited Exercised Expired Outstanding at year-end Exercisable at year-end |
Consolidated Entity 2016 2015 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ 5,891,666 0.01 5,891,666 0.01 7,520,000 0.01 - - - - - - (3,899,666) 0.01 - - - - - - 9,512,000 0.01 5,891,666 0.01 - - - - |
|---|---|
The options outstanding at 30 June 2016 had a weighted average exercise price of $0.01 and a weighted average remaining contractual life of 1.2 years. (Option prices were $0.01 in respect of options outstanding at 30 June 2015).
The life of the options is based on the historical exercise patterns, which may not eventuate in the future.
Included under employee benefits and expense in the income statement relating to share-based payment is $377,716 (2015: $490,677) and relates, in full, to equity-settled share-based payment transactions.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 23: RELATED PARTY TRANSACTIONS
| NOTE 23: RELATED PARTY TRANSACTIONS | |
|---|---|
| The totals of remuneration paid to key management personnel of the group during the year are as follows: Short term employment benefits Post-Employment benefits Share-based payments |
Consolidated Entity 2016 $ 2015 $ 903,166 924,953 100,262 94,078 270,000 - |
| 1,273,428 1,019,031 |
Key Management Personnel have had no other transactions with the group during the year, and the group has no other related parties.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 24: FINANCIAL RISK MANAGEMENT
The Group’s financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable, loans to a subsidiary and leases.
The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows:
| Note Financial Assets Cash and cash equivalents 7 Trade and other receivables 8 Financial Liabilities Trade and other payables 14 |
Consolidated Entity 2016 2015 $ $ 3,409,700 2,528,849 2,110,000 2,050,812 |
|---|---|
| 5,519,700 4,579,661 |
|
| 245,146 242,554 |
|
| 245,146 242,554 |
The Audit and Risk Committee (ARC) has been delegated responsibility by the Board of Directors for, amongst other issues, monitoring and managing financial risk exposures of the Group. The ARC monitors the Group’s financial risk management policies and exposures and approves financial transactions within the scope of its authority. It also reviews the effectiveness of internal controls relating to commodity price risk, counter party credit risk, currency risk, financing risk and interest rate risk. The ARC meets regularly and minutes are reviewed by the Board.
The ARC’s overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, while minimising potential adverse effects on financial performance. Its functions include the review of the use of hedging derivative instruments, credit risk policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risk the Group is exposed to through its financial instruments is interest rate risk. Other risks include foreign currency risk, liquidity risk, credit risk, and commodity and equity price risk.
The maximum exposure to financial risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements.
(a) Credit Risk
The group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the consolidated entity.
- (b) Price Risk
The group has no exposure to commodity price risk.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 24: FINANCIAL RISK MANAGEMENT (CONT)
(c) Liquidity Risk
Liquidity risk is that the Group might be unable to meet its obligations. The Group manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-to-day business. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below. Liquidity needs are monitored in various time bands, on a dayto-day and week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly.
The Group's objective is to maintain cash and marketable securities to meet its liquidity requirements for 30-day periods at a minimum. This objective was met for the reporting periods. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its cash resources and trade receivables. The Group's existing cash resources and trade receivables significantly exceed the current cash outflow requirements.
As at 30 June 2016 the Group’s non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarised below:
| 30 June 2016 Trade and other payables Total 30 June 2015 Trade and other payables Total |
Current Within 6 months $ 6 to 12 months $ 245,146 - 245,146 - Current Within 6 months $ 6 to 12 months $ 242,554 - |
Non-Current 1 to 5 years $ Later than 5 years $ - - - - Non-Current 1 to 5 years $ Later than 5 years $ - - - - |
|---|---|---|
| 242,554 - |
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 24: FINANCIAL RISK MANAGEMENT (cont.)
(d) Market Risk
(i) Foreign Exchange Risk
The group does not have any material foreign exchange risk exposure to any single asset or liability or group of assets or liabilities under financial instruments entered into by the consolidated entity.
(ii) Interest Rate Risk
The consolidated entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets is as follows:
| Consolidated Entity Financial Assets: Cash Investments in term deposits and bank bills Total Financial Assets |
Weighted Average Effective Interest Rate Floating Interest Rate 2016 $ 2016 % 2015 $ 2015 % 104,080 1.0 77,771 1.0 3,305,620 2.1 2,451,078 2.1 |
|---|---|
| 3,409,700 2,528,849 |
All other financial assets and liabilities are non-interest bearing.
(iii) Financial instrument composition and maturity analysis
All trade and sundry payables are expected to be paid within the next 45 days.
(iv) Net Fair Values
All financial assets and liabilities at 30 June 2016 have maturities of less than 45 days and carrying value represents net fair value.
(v) Sensitivity analysis
The consolidated and parent entity do not have projected exposure to foreign currency risk or price risk and no material projected exposure to interest rate risk.
NOTE 25: CONTINGENT LIABILITIES
Contingent liabilities includes, the lease for 74 Asquith Street is supported by a CBA bank guarantee for $133,100. Collateral for the bank guarantee is a set-off against cash invested with the CBA for $133,100. The CBA also holds a Guarantee against the company credit cards of $50,000.
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
NOTE 26: EVENTS AFTER BALANCE SHEET DATE
No significant events have occurred after balance sheet date.
NOTE 27: BLUGLASS LTD PARENT COMPANY INFORMATION
| Parent entity Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Net Assets Equity Issued capital Accumulated Losses Reserves Total Equity Financial performance Loss for the year Other comprehensive income Total comprehensive income |
2016 2015 $ $ 5,719,530 4,753,144 11,622,802 12,225,141 |
|---|---|
| 17,342,332 16,978,285 |
|
| 460,815 430,796 2,644,767 2,595,105 |
|
| 3,105,582 3,025,901 |
|
| 14,236,750 13,952,384 |
|
| 48,575,897 44,519,281 (34,443,225) (31,015,659) 104,078 448,762 |
|
| 14,236,750 13,952,384 |
|
| (3,427,566) (3,364,896) - - (3,427,566) (3,364,896) |
NOTE 28: COMPANY DETAILS AND PRINCIPAL PLACE OF BUSINESS
The registered office and principal place of business of the company is:
BLUGLASS LIMITED 74 ASQUITH STREET SILVERWATER NSW 2128 Ph: +61 2 9334 2300
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BLUGLASS LIMITED & CONTROLLED ENTITIES | ABN 20 116 825 793 | FINANCIAL STATEMENT YEAR END 30 JUNE 2016
DIRECTORS’ DECLARATION
1. In the opinion of the directors of BluGlass Limited:
a. the consolidated financial statements and notes of BluGlass Limited are in accordance with the Corporations Act 2001, including
i giving a true and fair view of its financial position as at 30 June 2016 and of its performance for the financial year ended on that date; and
ii complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
b. there are reasonable grounds to believe that BluGlass Limited will be able to pay its debts as and when they become due and payable.
2. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 30 June 2016.
3 . Note 1 confirms that the consolidated financial statements also comply with International Financial Reporting Standards.
Signed in accordance with a resolution of the directors:
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George Venardos Chairman Dated this 22[nd] Day of August 2016
Giles Bourne
Managing Director and Chief Executive Officer Dated this 22[nd] Day of August 2016
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Level 17, 383 Kent Street Sydney NSW 2000
Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230
T +61 2 8297 2400 F +61 2 9299 4445 E [email protected] W www.grantthornton.com.au
Independent Auditor’s Report To the Members of BluGlass Limited
Report on the financial report
We have audited the accompanying financial report of BluGlass Limited (the “Company”), which comprises the consolidated statement of financial position as at 30 June 2016, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, a summary of significant accounting policies, other explanatory notes to the financial report and the directors’ declaration of the company the consolidated entity comprising the Company 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 Company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards 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 are 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. The Directors also state, in the notes to the financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the 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 which require us to comply with relevant ethical requirements relating to audit engagements and plan and
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.
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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 Company’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 Company’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.
Auditor’s opinion
In our opinion:
-
a the financial report of BluGlass Limited is in accordance with the Corporations Act 2001, including:
-
i giving a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2016 and of their performance for the year ended on that date; and
-
ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
-
b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements.
Report on the remuneration report
We have audited the remuneration report included in pages 11 to 16 of the directors’ report for the year ended 30 June 2016. 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.
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Auditor’s opinion on the remuneration report
In our opinion, the remuneration report of BluGlass Limited for the year ended 30 June 2016, complies with section 300A of the Corporations Act 2001.
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GRANT THORNTON AUDIT PTY LTD Chartered Accountants
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Grant Layland Director - Audit & Assurance
Sydney, 22 August 2016
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