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CRYOSITE LIMITED Annual Report 2011

Oct 3, 2011

64714_rns_2011-10-03_895eaa1d-3467-4453-b1a5-fe426bb43ace.pdf

Annual Report

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LIMITED ABN 86 090 919 476

ANNUAL REPORT

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2011

CORPORATE DIRECTORY

Directors Theodore Onisforou (Non-Executive Chairman) Gordon Milliken (Managing Director) Graeme Moore (Executive Director)

Company Secretary Bryan Dulhunty

Registered Office 13a Ferndell Street South Granville, New South Wales 2142 Telephone: +61 2 8865 2000 Facsimilie: +61 2 8865 2090 E-Mail: [email protected] Internet: www.cryosite.com

Share Register Link Market Services Limited Level 8, 580 George Street Sydney, New South Wales 2000 Telephone: +61 2 8280 7111 Facsimilie: +61 2 9287 0303

Bankers

Australia and New Zealand Banking Group Limited Martin Place Sydney, New South Wales 2000

Auditors

Duncan Dovico, Chartered Accountants Level 4, 5-9 Harbourview Crescent Milsons Point, New South Wales 1516 Telephone: +61 2 9922 1166 Facsimilie: +61 2 9922 2044

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CRYOSITE LIMITED

ABN 86 090 919 476

Annual Report

for the year ended 30 June 2011

CRYOSITE LIMITED – ANNUAL REPORT

Table of Contents

Table of Contents
Page
Corporate Information 2
Directors’ Report 3
Auditor’s Independence Declaration 15
Corporate Governance Statement 16
Directors’ Declaration 20
Consolidated Statement of Comprehensive Income 21
Consolidated Statement of Financial Position 22
Consolidated Statement of Cash Flow 23
Consolidated Statement of Changes in Equity 24
Notes to the Financial Statements
1 Corporate Information 25
2 Summary of Significant Accounting Policies 25
3 Significant Accounting Judgements, Estimates and assumptions 34
4 Segment Information 35
5 Other Revenue and Income 36
6 Expenses 36
7 Income Tax 37
8 Earnings Per Share 39
9 Dividends paid and Proposed 39
10 Cash and Cash Equivalents 40
11 Cash Flow Statement Reconciliation 40
12 Current Assets - Trade and Other Receivables 41
13 Current Assets – Inventories 42
14 Current Assets – Prepayments 42
15 Non-Current - Trade and Other Receivables 43
16 Non-Current Assets – Investments in Subsidiaries 43
17 Non-Current Assets - Plant and Equipment 43
18 Non-Current Assets - Intangible Assets 45
19 Current Liabilities - Trade and other payables 45
20 Current Liabilities – Unearned Income 46
21 Non-Current Liabilities - Unearned Income 46
22 Non-Current Liabilities – Provisions 46
23 Contributed Equity 47
24 Accumulated Losses and Reserves 47
25 Commitments and Contingencies 48
26 Events After Balance Date 49
27 Auditors’ Remuneration 49
28 Related Party Disclosures 49
29 Shared-Based Payments Expense 50
30 Superannuation 52
31 Key Management Personnel 52
32 Financial Instruments 55
33 Parent Entity Financial Information 59
Independent Audit Report 61
ASX Additional Shareholder Information 63

1

CRYOSITE LIMITED – ANNUAL REPORT

Corporate Information

ABN 86 090 919 476

DIRECTORS

Theodore Onisforou (Non-Executive Chairman) Gordon Milliken (Managing Director) Graeme Moore (Executive Director)

COMPANY SECRETARY

Bryan Dulhunty

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

13a Ferndell Street SOUTH GRANVILLE NSW 2142 Telephone: +61 2 8865 2000 Fax: +61 2 8865 2092 Email: [email protected]

SHARE REGISTER

Link Market Services Limited Level 8, 580 George Street SYDNEY NSW, 2000 Telephone: +61 2 8260 7111

AUDITORS

Duncan Dovico Chartered Accountants Level 12, 90 Arthur Street NORTH SYDNEY NSW, 2060 Telephone: +61 2 9922 1166

INTERNET ADDRESS

www.cryosite.com

2

CRYOSITE LIMITED – ANNUAL REPORT

Directors’ Report

Your directors submit their report for the year ended 30 June 2011.

DIRECTORS

The following people held the office of director during the year

Theodore Onisforou (Chairman) Gordon Milliken (Managing Director) Graeme Moore (Executive Director)

Names, qualifications, experience and special responsibilities

Theodore Onisforou, BCom, LLB – Non-Executive Chairman

Mr Onisforou has extensive commercial experience initially as a tax accountant with Peat, Marwick Mitchell, as a lawyer with Allen Allen and Hemsley and then as a Barrister at Law. He was Investment Manager at Consolidated Press Holdings and currently is a full time professional investor. He has completed a Masters Degree in Agricultural Science at Sydney University. Mr Onisforou is not a director of any other listed public company. Mr Onisforou joined the Board in March 2000 and was Chairman from May 2001 until December 2002. Mr Onisforou was reappointed as Chairman on 4 March 2008.

Gordon Milliken, Dip. Med. Tech. Grad. Dip. Ops. Mgt - Managing Director

Mr Milliken has extensive experience in a variety of positions in the commercial medical and veterinary technology fields. Mr Milliken is one of the founding members of Cryosite and has been instrumental in setting up the operational core of the company. He has been involved with the company on a full-time basis since it was established in 1999, and assumed the position of Managing Director in February 2002. Mr Milliken has a Diploma of Medical Technology and a Graduate Diploma in Operations Management. Mr Milliken has no listed directorships other than Cryosite Limited. Mr Milliken was appointed to the board of Cryosite in March 2002.

Graeme Moore, B.App.Sc (Biomed), MHA

Graeme Moore is the Quality and Regulatory Affairs Manager and Chief Operating Officer. Graeme joined Cryosite in July 2005 after a decade with the Australian Red Cross Blood Service. Graeme has over 20 years experience in biomedical science, manufacture of therapeutic goods, quality management and regulatory affairs. Graeme brings expertise in the regulation and manufacture of cellular therapies and process re-engineering to the company. Graeme is also responsible for ensuring that Cryosite’s systems retain the capacity to meet client’s needs in a constantly changing technological and regulatory environment. Mr Moore has no listed directorships other than Cryosite Limited.

COMPANY SECRETARY

Bryan Dulhunty, BEc, CA

Company Secretarial Services for Cryosite Limited are provided by CoSA Pty Limited, an independent Company Secretarial firm specialising in the biotechnology industry.

Mr Dulhunty founded CoSA Pty Limited in 2001 after extensive experience in a major international accounting firm and both large and small publicly listed entities. Mr. Dulhunty is both a director and company secretary of a number of listed and unlisted biotechnology companies

3

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

As at the date of this report the relevant interests of the directors in the shares and options of Cryosite Limited were:

Director Ordinary shares Options over ordinary shares
Theodore Onisforou 4,125,004 -
Gordon Milliken 1,288,415 -
Graeme Moore - 300,000

EARNINGS PER SHARE

Basic earnings per share 0.7 cents (2010: 0.1 cents) Diluted earnings per share 0.7 cents (2010: 0.1 cents)

DIVIDENDS

There were no dividends declared or paid during the course of the financial year and no dividend is recommended (2010: Nil).

CORPORATE INFORMATION

Corporate structure

Cryosite Limited is a company limited by shares that is incorporated and domiciled in Australia. Cryosite Limited is the ultimate parent company. Cryosite Limited has prepared a consolidated financial report which incorporates Cryosite Distribution Pty Limited, a company incorporated and domiciled in Australia that it controlled during the financial year.

Nature of operations and principal activities

The company provides a number of highly specialised biologistic-based services that are grouped into two reporting segments:

  • Biological Services, and

  • Warehousing & Distribution Services.

Biological Services

Biological Services incorporate the activities of the private cord blood service, adult stem cell storage and general biorepository management.

Warehousing & Distribution Services

Distribution Services includes the clinical trials logistics service and the other distribution based services including the importation and distribution of the products of the American Type Culture Collection and laboratory diagnostics products.

Employees

The consolidated entity has 25 full-time equivalent employees as at 30 June 2011 (2010: 27 employees).

4

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

OPERATING RESULTS FOR THE YEAR

The Directors have pleasure in reporting to shareholders the results for the last year’s operations. Profit for the year after income tax was $334,305 (2010: $4,612). The profit from continuing operations was $305,394 (2010: $12,787) before the recognition of Income tax benefit of $28,911 (2010: expense of $8,175).

REVIEW OF OPERATIONS

In last year’s review, we highlighted the development of the South Granville site and the successful relocation of the staff and operations. Since that time we have had the opportunity to fine tune the operation and assess the potential value of the relocation on the company’s financial performance.

The main priority for the relocation was to provide sufficient capacity to allow the company to accommodate additional work from existing clients and to be able to demonstrate to prospective new clients that we could accommodate their immediate needs and give them confidence that we could also cope with additional needs well into the future. This was an especially important consideration for our clinical trial and other distribution services clients.

As well as the capacity requirement, we were also focused on making sure that the physical appearance of the site, both internally and externally would accurately reflect an image of the company that was in sync with the clinical image that would reflect well on our clients. We have been very encouraged with the comments that we have received from our clients and many others, including regulatory body representatives who have visited the site.

Although the development of the site was essentially completed last year, the capital expenditure of $696,489 was largely associated with the relocation. The expenditure was for a combination of additional fit-out, including the construction of locked-cages for the clinical trial area, upgrade of the environmental monitoring systems, the reconstruction of a cold room and air conditioning equipment transferred from Lane Cove. We also purchased a number of additional freezers to allow us to service a large increase in clients with frozen drug storage requirements. From an operational perspective, the improved design and fit-out of the faculty has resulted in many valuable improvements, including more efficient workflows that have reduced turnaround times for dispatch requests and improvements in accuracy rates.

Cryosite was once again the subject of a number of quality system audits. These included both client and regulatory body audits. We are pleased to confirm that all of the audits were successfully closed out and that there was universal praise for the high level of competency displayed by our staff, the high standard of the facility design and fit-out and appreciation of the company’s commitment to quality.

The highlight of the audit programme outcomes was the changes to the company’s Therapeutic Goods Administration licence conditions. In one of the most significant advances since Cryosite commenced the cord blood service in 2002, Cryosite has received regulatory approval for the directed allogenic storage and release of cord blood. Previously, Cryosite and all other private cord blood services in Australia were licensed for the storage and release of cord blood for autologous use only. This meant that the blood could only be released for use by the child from which the blood was collected. So as valuable as this was, it did limit the potential for release. However, Cryosite had its licence conditions amended to allow for directed allogenic release. This means that Cryosite now has a significant advantage over its competitors and is now the focus of an education programme to ensure that all prospective clients are aware of the important difference between Cryosite and the other private cord blood companies.

The biorepository service and the storage of adult stems cells for the Peter MacCallum Cancer Institute continued to operate smoothly and to make important contributions to the results.

The warehousing and distribution services performed well. The clinical trial logistics service in particular realised immediate benefits from the improved facilities. This was not unexpected as we highlighted in last

5

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

REVIEW OF OPERATIONS CONTINUED

year’s report that both existing and prospective clinical trial clients were very impressed with the site and compared it favourably with the best such facilities in the USA and Europe.

Since we moved into the new premises, a number of enhancements have been made to the clinical trial section of the warehouse. This involved the relocation of some refrigeration equipment from Lane Cove and the construction of additional security storage areas. These new features further strengthen Cryosite's credentials with existing as the preferred service provider of clinical trial logistics services for Australia and New Zealand.

The combined effects of Cryosite's existing reputation for service excellence and the benefits flowing from the improved facilities have ensured that we continue to enjoy excellent financial returns. During the year we maintained an active customer base of around 40 clients and managed well over 300 individual protocols.

The ATCC distribution service enjoyed steady results in the face of increased competition from a number of importers of similar products. However, the ATCC brand name and reputation for innovative, quality products combined with Cryosite's focus on providing highly professional advice and service means that this agreement remains a very important component of our integrated business model.

BUSINESS GROWTH AND OUTLOOK

Competitive environment

Cryosite pioneered private autologous cord blood stem cell banking in Australia in 2002 and in April 2011 was proud to announce that it had been fully licensed by the Therapeutic Goods Administration to also provide Australia’s first Family Cord Blood Banking service.

Family Cord Blood Banking means a child’s cord blood stem cells can be used to treat both themselves and other compatible family members including brothers, sisters and cousins. Previously, cord blood had only been available for routine release to treat the child from whom it had been collected. The granting of these new regulatory licences has been the result of over 12 months close liaison with the Australian regulatory authorities and brings Australia into line with the capabilities of the largest international private cord blood banks.

Family Cord Blood Banking represents a significant new era in cord blood banking in Australia and greatly extends the potential uses for a child’s cord blood. As Cryosite is Australia’s only Family Cord Blood Bank Cryosite is now able to clearly differentiate its services to potential cord blood customers, and as Family Banking can be provided at no extra cost to parents, Cryosite has a distinct competitive advantage over our competition.

Family Banking has enabled Cryosite to launch major advertising and media awareness campaigns to differentiate itself from other cord blood banks. Cryosite has launched a new Family Cord Blood Banking website and has supported this with intensive social media and traditional magazine and print advertising campaigns.

The decision for parents and their doctors who decide to bank their child’s cord blood privately has been simplified: why bank for one child, when cord blood stem cells banked with Cryosite can be used to treat other compatible family members. The initial reaction from both doctors and parents has indicated that the provision of Family Banking services could both expand the market and consolidate Cryosite’s share of the existing market.

The ATCC distribution service is facing increasing competition from two other sources of similar products, so we will continue to focus our marketing strategy on the well recognised reputation of the ATCC for quality and the fact that they have the largest range of products.

6

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

REVIEW OF OPERATIONS CONTINUED

We expect that the clinical trial services are of the business will continue to perform well. As noted previously, Cryosite is able to utilise a number of important competitive advantages over its competitors. These advantages have their foundation in the unique model that Cryosite has refined over the last 10 years and has been enhanced with the improved facilities developed at South Granville. The integration of a number of different biological services under the quality system that is required to support our various regulatory licensed activities gives our clients a level of confidence that our competitors find difficult to match. So, our experience is that we have a high rate of success in converting initial client interest into long-term agreements.

The likely growth in the market is difficult to predict. Although we have not experienced any slowdown in new trials, the general industry view seems to be that the number of new trials will either fall or at best remain at around the present numbers. If this is the case, it is even more important for Cryosite to continue to refine its range and level of services to maintain its competitive edge.

Finally, the Directors would like to thank all of our loyal shareholders for their past support and to assure them that the Board and management of the company will continue to build a truly world-class company.

SHARE OPTIONS

As at the date of this report, there were 520,000 unissued ordinary shares under options (520,000 as at 30 June 2010). Refer to the remuneration report for further details of the options outstanding. Option holders do not have any right, by virtue of the option, to participate in any share issue of the company or any related body corporate.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There were no significant changes in the state of affairs of the consolidated entity during the year.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

There were no significant events after the balance date that will have a material effect on the operations of the consolidated entity.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

The Board is confident that subject to any unforeseen circumstances, the benefits of its common infrastructure and operations systems to support the business units will allow it to increase revenue, improve margins and the overall financial performance of the Company during the next financial year.

REGULATORY ENVIRONMENT

The company provides a range of services that require compliance to a variety of regulatory and statutory bodies, including, the Therapeutic Goods Administration (TGA), the National Association of Testing Authorities (NATA), the Australian Quarantine Inspection Service (AQIS) and the NSW Department of Health, the Office of the Gene Technology Regulator (OGTR. This is supported by the quality system requirements of many of its customers. The company has implemented a company-wide quality management system to ensure that we meet or exceed the requirements of all these interests.

There have been no significant known breaches of the consolidated entity’s licence conditions or any regulations to which it is subject to. The company, to the best of its knowledge, is not subject to any specific environmental regulations.

7

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

REVIEW OF OPERATIONS CONTINUED

BUSINESS RISKS

There is a great deal of research activity being undertaken in the stem cell area, both embryonic and adult. It is possible that research may uncover new therapies to supersede the current established uses of cord blood stem cells thus affecting the number of parents who might consider private cord blood storage.

Most of the services that Cryosite provide to generate income require some form of statutory licensing or compliance authority. The failure by Cryosite to attain and maintain such licences and approvals would have a significant negative effect on the company’s ability to continue to provide such services and to maintain its viability. As referred to in other parts of this report, Cryosite is committed to obviating risks in this area by the implementation and maintenance of a company-wide Quality Management System.

INSURANCE OF DIRECTORS AND OFFICERS

During the financial year, the Company has paid a premium in respect of a contract, insuring all the Directors and Officers against liability, except wilful breach of duty, of a nature that is required to be disclosed under section 300 (8) of the Corporations Act 2001. In accordance with commercial practice, further details of the nature of the liabilities insured against and the amount of the premium have not been disclosed.

In addition to the above, the Directors and certain Officers of the Company have entered into a Deed of Indemnity and Access confirming the Company’s obligation to maintain an adequate Director and Officer liability policy and confirming the individual Directors’ and Officers’ right to access board papers and other Company documents. In return, each individual Director and Officer has agreed to allow the Company to conduct the case for the defence should the event arise.

The Company has not otherwise, during or since the end of the financial year, indemnified or agreed to indemnify an Officer or Auditor of the Company or of any related body corporate against a liability incurred as such an Officer or Auditor.

REMUNERATION REPORT

This remuneration report outlines the director and executive remuneration arrangements of the Company and the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report, key management personnel (KMP) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company, and includes the five executives in the Parent and the Group receiving the highest remuneration.

This has been audited by Duncan Dovico and is included within the scope of the audit report on page 61.

Remuneration philosophy

The Company recognises the importance of structuring remuneration packages of its key management personnel so as to attract and retain people with the qualifications, skills and experience to help the company achieve the required objectives. However, the Company understands that whilst it is still in the development phase of its growth, a prudent position must be observed in the total remuneration expense.

A fixed remuneration package is determined by the Chairman for the Managing Director. Any additional compensation is determined by the Board as deemed appropriate.

8

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

REMUNERATION REPORT CONTINUED

Non-Executive Directors

Total remuneration paid to non-executive directors is determined by the Board from time to time for presentation to and resolution by shareholders at the Annual General Meeting. The current maximum aggregate remuneration paid to non-executive directors is $350,000 per year.

The directors are paid a set amount per year and apart from reimbursement of expenses incurred on the company’s behalf, are not eligible for any additional payments.

Executive directors and other key management personnel are employed on rolling contracts. The company may terminate the executives employment agreement by providing 3 months notice written notice or by providing payment in lieu for the notice period based on the fixed component of the executive’s remuneration. Any options that have vested or that will vest during the notice period will be forfeited. The company may terminate the contract without notice if serious misconduct has occurred. Where termination with cause occurs the executive is only entitled to that portion of remuneration that is fixed, and only up to the date of termination. On termination with cause any options that have vested will be forfeited. Executive directors and other key management personnel may resign by giving 3 months written notice.

Due to the size of the Company, a Remuneration Committee has not been established. The Company does compare remuneration paid to key management personnel with other similar companies to ensure consistency.

Key Management Personnel

Details of the nature and amount of each element of remuneration for key management personnel of the company which includes those key management personnel receiving the highest compensation for the financial year are as follows:-

Theodore Onisforou Chairman (Non-executive) Gordon Milliken Managing Director Graeme Moore Executive Director Philip Alger Chief Financial Officer

Due to the relatively small number of employees, apart from Gordon Milliken, Graeme Moore and Philip Alger there are no other executives having authority and responsibility for planning, directing and controlling the activities of the entity either directly or indirectly.

9

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

REMUNERATION REPORT CONTINUED

COMPENSATION FOR KEY MANAGEMENT PERSONNEL

Short term benefits
Post
employ-
ment
benefits
Other long
term
benefits
Salary &
Fees
Other
cash
benefits
Super-
annuation
Long
service
leave
$
$
$
$
Short term benefits
Post
employ-
ment
benefits
Other long
term
benefits
Salary &
Fees
Other
cash
benefits
Super-
annuation
Long
service
leave
$
$
$
$
Share-
based
payments
Options
$
Total
$
Year ended 30 June 2011
Non-executive Directors
Theodore Onisforou
Sub-total: non-executive
directors
Executive directors
Gordon Milliken
Graeme Moore
Other key management
personnel
Philip Alger
Sub-total executive KMP
Total
75,000
-
6,750
- - 81,750
75,000
-
6,750
- - 81,750
108,188
36,000
49,994
126,646
27,600
42,677
87,218
-
49,994
1,845
14,377
2,379
-
1,382
1,009
196,027
212,682
140,600
322,052
63,600
142,665
18,601 2,391 549,309
397,052
63,600
149,415
18,601 2,391 631,059
Short term benefits
Post
employ-
ment
benefits
Other long
term
benefits
Salary &
Fees
Other
cash
benefits
Super-
annuation
Long
service
leave
$
$
$
$
Short term benefits
Post
employ-
ment
benefits
Other long
term
benefits
Salary &
Fees
Other
cash
benefits
Super-
annuation
Long
service
leave
$
$
$
$
Share-
based
payments
Options
$
Total
$
Year ended 30 June 2010
Non-executive Directors
Theodore Onisforou
Sub-total: non-executive
directors
Executive directors
Gordon Milliken
Graeme Moore
Other key management
personnel
Philip Alger
Sub-total executive KMP
Total
75,000
-
6,750
- - 81,750
75,000
-
6,750
- - 81,750
113,762
19,000
49,971
127,060
27,600
13,921
75,092
-
49,996
4,612
-
2,379
-
5,634
4,131
187,345
174,215
131,598
315,914
46,600
113,888
6,991 9,765 493,158
390,914
46,600
120,638
6,991 9,765 574,908

10

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

REMUNERATION REPORT CONTINUED

No performance based cash remuneration payments were made to Directors during the year.

(i) Where directors resigned or were appointed during the year payments shown above are for the period served as a director.

OPTIONS GRANTED AS PART OF REMUNERATION FOR THE YEAR ENDED 30 JUNE 2011

There were no options granted during the year (2010: Nil).

OPTION HOLDINGS OF KEY MANAGEMENT PERSONNEL

Gordon
Milliken
Graeme
Moore
Philip Alger
Total
No.
No
No.

No.
Balance held at 1 July 2010
Options issued(expiring)
during the year
Balance held at 30 June 2011
-
300,000
220,000
520,000
-
-
-
-
-
300,000
220,000
520,000
  • Options issued under the employee share scheme.
Gordon
Milliken
Graeme
Moore
Philip Alger
Total
No.
No
No.

No.
Balance held at 1 July 2009
Options expiring during the
year
Balance held at 30 June 2010
312,500
300,000
220,000
832,500
(312,500)
-
-
(312,500)
-
300,000
220,000
520,000
  • Options issued under the employee share scheme.

OPTIONS VESTED OF KEY MANAGEMENT PERSONNEL

Gordon
Milliken
Graeme
Moore
Philip
Alger
Total
No.
No.

No. *
No.
Balance vested at 1 July 2010
Options vested 1 December
Balance vested at 30 June 2011
Not exercisable
Exercisable
-
200,000
146,666
346,666
100,000
73,334
173,334
-
300,000
220,000
520,000
-
-
-
-
-
300,000
220,000
520,000
  • Options issued under the Employee Share Option Scheme.

11

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

REMUNERATION REPORT CONTINUED

OPTIONS VESTED OF KEY MANAGEMENT PERSONNEL CONTINUED

Gordon
Milliken
Graeme
Moore
Philip
Alger
Total
No.
No.

No. *
No.
Balance vested at 1 July 2009
Options vested 1 December 2009
Options expired 1 May 2010
Balance vested at 30 June 2010
Not exercisable
Exercisable
312,500
100,000
73,333
485,833
-
100,000
73,333
173,333
(312,500)
-
-
(312,500)
-
200,000
146,666
346,666
-
-
-
-
-
200,000
146,666
346,666
  • Options issued under the Employee Share Option Scheme.

Terms and conditions of options issued under employee share scheme details

On 18 February 2002, Cryosite established an Employee Share Option Plan (“the Plan”). The Plan is designed to assist in the retention and motivation of employees and directors of the Company.

The terms and conditions of the Plan are as follows:

Options may be granted under the Plan to an employee or director of the Company or any of its subsidiaries, or to a person who renders services to the Company, or to any of its subsidiaries and is eligible to be a participant in the Plan under the terms of the Income Tax Assessment Act 1936 and Income Tax Assessment Act 1997 and by any instrument issued by ASIC and applicable to the Company (“eligible participant”).

The Cryosite Board will determine the number of share options granted to each eligible participant.

The total number of share options granted under the Plan will be limited to 5% of the total number of issued shares at the time the offer or grant of options is made.

Options will be issued for no consideration.

The Board will determine the Option Exercise Price after considering the volume weighted average of the prices at which shares were traded on ASX during the one month period before the date of the offer.

Options will expire at the end of eight years from the option grant date or if the participant ceases to be an employee or director of, or render services to, the Company or any of its Subsidiaries for any reason whatsoever.

12

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

REMUNERATION REPORT CONTINUED

SHAREHOLDINGS OF KEY MANAGEMENT PERSONNEL

Shares held in
Cryosite Limited
Balance
1 July 2010
Granted as
remuneration
On exercise of
options
On market
purchases
Balance
30 June 2011
Ord.
Ord.
Ord.
Ord.
Ord.
Theodore Onisforou
Gordon Milliken
Graeme Moore
Philip Alger
Total
Shares held in
Cryosite Limited
4,021,504
-
-
103,500
4,125,004
1,288,415
-
-
-
1,288,415
-
-
-
-
-
-
-
-
-
-
5,309,919
-
-
103,500
5,413,419
Balance
1 July 2009
Granted as
remuneration
On exercise of
options
On market
purchases
Balance
30 June 2010
Ord.
Ord.
Ord.
Ord.
Ord.
Theodore Onisforou
Gordon Milliken
Graeme Moore
Philip Alger
Total
3,751,337
-
-
270,167
4,021,504
1,048,415
-
-
240,000
1,288,415
-
-
-
-
-
-
-
-
-
-
4,799,752
-
-
510,167
5,309,919

LOANS TO KEY MANAGEMENT PERSONNEL

There were no loans to key management personnel at the beginning of the year, at any time during the year, or at the end of the year.

OTHER TRANSACTIONS AND BALANCES WITH KEY MANAGEMENT PERSONNEL

There were no other transactions during year with key management personnel or with any key management personnel related entities.

DIRECTORS’ MEETINGS

During the financial year, 6 meetings of directors were held. Attendances were as follows:

Directors Directors Meetings Directors Meetings
Eligible to attend Attended
Theodore Onisforou 6 6
Gordon Milliken 6 6
Graeme Moore 6 6

13

CRYOSITE LIMITED – ANNUAL REPORT

continued Directors’ Report

PROCEEDING ON BEHALF OF THE COMPANY

No person has applied to the Court under section 237 of the Corporate Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

No proceeding have been brought or intervened in on behalf of the company with leave of the court under section 237 of the Corporations Act 2001 .

AUDITOR’S INDEPENDENCE DECLARATION AND NON-AUDIT SERVICES

The directors have received the auditor’s independence declaration which is included on Page 15 of this report.

No director of Cryosite is currently or was formerly a partner of Duncan Dovico.

Non-audit services were provided by the entity’s auditor, Duncan Dovico during the financial year. Details of the services provided are disclosed in Note 27 of the Financial Statements. The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised.

Signed in accordance with a resolution of the directors.

Gordon Milliken Managing Director

Date: 22 August 2011

14

DUNCAN

DOVICO

==> picture [104 x 54] intentionally omitted <==

Auditors’ Independence Declaration

In accordance with section 307C of the Corporations Act 2001, I declare that, to the best of my knowledge and belief, during the year ended 30 June 2011 there have been:

  • (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

  • (ii) no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Cryosite Limited and its controlled entity during the year.

Duncan Dovico Chartered Accountants

==> picture [118 x 53] intentionally omitted <==

Rosemary Megale Partner

Sydney, 22 August 2011

D U N C A N D O V I C O

LEVEL 12, 90 ARTHUR STREET, NORTH SYDNEY NSW 2060  PO BOX 1994 , NORTH SYDNEY NSW 2059 T: (02) 9922 1166  F: (02) 9922 2044  E: [email protected]  ABN: 19 173 326 199 Liability limited by a scheme approved under the Professional Standards Legislation

C H A R T E R E D A C C O U N T A N T S

CRYOSITE LIMITED – ANNUAL REPORT

Corporate Governance Statement

Cryosite is committed to implementing the highest possible standards of corporate governance. In determining what those high standards should involve, Cryosite has turned to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Principles) and has a corporate governance framework that reflects those recommendations within the structure of the Company.

The Company’s policies and charters together form the basis of the Company’s governance framework.

Within this framework:

  • the Board of Directors is accountable to shareholders for the performance of the Company;

  • the Company’s goals to achieve milestones are set and promulgated;

  • the risks of the business are identified and managed; and

  • the Company’s established values and principles underpin the way in which it undertakes its operations.

The Company has in place an entrenched, well developed governance culture which has its foundations in the ethical values that the Board, management and staff bring to the Company and their commitment to positioning the Company as a leader in its field.

In certain instances, due to the size and stage of development of Cryosite and its operations, it may not be practicable or necessary to implement the ASX Principles in their entirety. In these instances Cryosite has identified the areas of divergence.

In accordance with its Shareholder Communications Policy, Cryosite has made its corporate governance policies and charters publicly available on its website (www.Cryosite.com).

1. Lay solid foundations for management and oversight

The Company has established the functions reserved to the Board and those delegated to senior executives.

The Board of Directors of Cryosite has the primary responsibility for guiding and monitoring the business and the affairs of Cryosite. This includes compliance with Cryosite’ corporate governance objectives and for setting the strategic direction of the Company. The Board Charter confirms this responsibility and sets out the roles and responsibilities of the Board and the functions reserved to the Board. The Board Charter is available on the Company’s website.

In carrying out its governance role, the main task of the Board is to oversee the performance of Cryosite. The Board is committed to Cryosite’s compliance with all of its contractual, statutory, and ethical and any other legal obligations, including the requirements of any regulatory body.

It is the role of senior management to manage Cryosite in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

The non-executive Chairman annually assesses the performance of the Managing Director and other executive directors. During the year the performance of the Managing Director and senior executives were assessed, areas for improvement were identified and strategies adopted to implement improvements.

2. Structure the board to add value

The Board is comprised of three Directors, the Chairman Theodore Onisforou, the Managing Director Gordon Milliken and executive director Graeme Moore. This Board structure is not in accordance with recommended ASX principles but the Board believes that due to the current development stage and size of the Company the interests of shareholders are currently best served by a small closely involved Board.

Further details about the Directors, including their tenure, skills, experience and expertise relevant to the position of director are set out in the Directors’ Report.

16

CRYOSITE LIMITED – ANNUAL REPORT

continued Corporate Governance Statement

Due to the Board size and structure, the Company has not established Nomination, Remuneration or Audit Committees. The Directors believe performance of these sub-committees duties are more effectively dealt with by the Board at present.

The Board has considered and believes that there is currently an appropriate mix of skills, diversity and experience on the Board. As set out in the Board Charter, in selecting new directors, the Board will ensure that the candidate has the appropriate range of skills, experience, expertise and diversity that will best complement Board effectiveness. In addition, any candidate must confirm that they have the necessary time to devote to their Cryosite Board position.

No board performance review was undertaken in the last 12 months. There has been no nomination received for a proposed board member during the financial year.

The Company’s director induction program includes the culture and values of the company, meeting arrangements; and director interaction with each other, senior executives and other stakeholder. The current directors possess key skills in the Company’s industry and have experience in the industry. The director’s on-going education comprises of maintaining their knowledge in key developments and industry that the company operates.

Individual Directors are entitled to obtain advice from independent external advisers in relation to any Board matter, at the expense of the Company, with the consent of the Chairman.

3. Promote ethical and responsible decision-making

Code of Conduct

To ensure that Cryosite maintains the highest standards of integrity, honesty and fairness in its dealings with all stakeholders, the Company has an established a formal Code of Conduct (Code). This Code acts as a guide for compliance with legal and other obligations to stakeholders. These stakeholders include customers, shareholders, employees, suppliers, business partners, the community and environment in which Cryosite operates.

All Cryosite employees (including Directors, employees, consultants, contactors, advisors and all other individuals that represent Cryosite) play an important role in establishing, maintaining and enhancing the reputation of Cryosite by ensuring high standards of ethics and behaviour are observed. Employees are required to comply with the Code, Cryosite policies and all applicable laws and report any genuine suspicions of noncompliance. A copy of this Code is available on the Company’s website.

Diversity

Diversity includes but is not limited to gender, age, ethnicity and cultural background. The Company has reflected its policy on diversity throughout the suite of documents, in particular in the Company’s Code of Conduct and Board Charter, not in a separate diversity policy.

The company is aware of the benefits of diversity. It has benefited from all available talent, promotes appointment of well qualified personnel, and has maximise achievement of corporate goals through diversity.

The company is committed to the transparency of board processes including the review and appointment of its directors.

The Board has not established measurable objectives for achieving gender diversity at present however the Board is committed to considering the issue of diversity at least annually. At present Cryosite has 28 employees (including consultants to the Company). Of these 14 are female. Of the 3 executive roles within the Company none is currently carried out by a female. There are currently no female board members.

17

CRYOSITE LIMITED – ANNUAL REPORT

continued Corporate Governance Statement

Securities Trading Policy

Cryosite has a policy applying to all Directors, officers and employees of Cryosite relating to the prohibition against insider trading, and prescribes certain requirements for dealing in Cryosite’ securities. A copy of this Policy is available on the Company’s website.

4. Safeguard integrity in financial reporting

The Company has not established an audit committee as recommended by the ASX Principles as the Board believes that due to the small size of the Company this role is more effectively dealt with by the Board directly.

The Board discusses directly with the auditors, each half year and full year financial aspects of the Company.

Information about the procedure for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners are set out on the Company’s website.

5. Make timely and balanced disclosure

The Company has established written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance, including a Continuous Disclosure Policy and a Shareholder Communications Policy. A copy of the policies, ASX announcements and other publications are available on the Company’s website.

6. Respect the rights of shareholders

As set out above the Company has a Continuous Disclosure Policy and a Shareholder Communications Policy to promote effective communication with shareholders and encourage their participation at general meetings. A copy of both policies is available on the Company’s website.

If considered necessary, the Company will arrange for advance notice of significant group briefings and make them widely accessible on the Company’s website. The company has included its results announcements on its website and through the ASX.

7. Recognise and manage risk

The Company has established a system of risk oversight and management and internal control. The basis of this system is the Company’s Risk Management Policy which formalises and communicates Cryosite’s approach to the management of risk. A copy of the Policy is available on the Company’s website.

The Board requires Management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to the Board regarding the management of those risks. The Board has received a statement in writing from the Managing Director attesting to the effectiveness of the Company’s management of its material business risks.

The Board has received assurance from the Managing Director that the declaration provided in accordance with section 295A of the Corporations Act is based on a sound system of risk management and internal control and that the system is operating effectively in all material respects.

8. Remunerate fairly and responsibly

The Company has not established a remuneration committee as recommended by the ASX Principles. The Board believes that due to the current development stage and size of the Company these matters are best handled by the Board itself.

The Remuneration Report and further details about the remuneration policy of Cryosite are set out in the Directors’ Report. The Remuneration Report clearly distinguishes between the structure of Non-Executive Directors’ remuneration and that of executives.

18

CRYOSITE LIMITED – ANNUAL REPORT

continued Corporate Governance Statement

The Company’s policy is to reward executives with a combination of fixed remuneration and equity incentives, structured to drive improvements in shareholder value. Non-executive directors are only remunerated by way of fees in the form of cash and their statutory superannuation contributions.

The Company’s policy regarding the prohibiting entering into transactions in associated products which limit the economic risk of participating in unvested entitlements under any equity-based remuneration schemes is set out in the Company’s Securities Trading Policy. A copy of the Policy is available on the Company’s website.

19

CRYOSITE LIMITED – ANNUAL REPORT

Directors’ Declaration

In accordance with a resolution of the directors of Cryosite Limited, I state that:

  • (1) In the opinion of the directors:

  • (a) the financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including:

    • (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its performance for the year ended on that date; and

    • (ii) complying with Accounting Standards, Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  • (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

  • (2) Note 2(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

  • (3) This declaration has been made after receiving the declarations required to be made to directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2011.

On behalf of the Board

Gordon Milliken Managing Director

Date: 22 August 2011

20

CRYOSITE LIMITED – ANNUAL REPORT

Consolidated Statement of Comprehensive Income

FOR THE YEAR ENDED
30 JUNE 2011
Notes
2011
2010
$
$
Sale of goods and rendering of
services
Other revenue
5
Revenues
Expenses
6
Finance costs
Costs of providing services
Marketing expenses
Occupancy expenses
Administration expenses
Profit(Loss) from continuing
operations before income tax
Income tax (expense)benefit
7
Profit(Loss) from continuing
operations after income tax
Net Profit(Loss) attributable to
members of the company
Other comprehensive income
Other comprehensive income for the year,
net of tax
Total comprehensive income(loss) for the
year
Earnings per share for profit from
continuing operations attributable to the
ordinary equity holders of the company
Basic earnings per share
8
Diluted earnings per share
8
6,432,973
5,968,601
226,793
170,992
6,659,766
6,139,593
(11,282)
(13,533)
(3,420,178)
(3,279,387)
(301,467)
(265,165)
(593,309)
(800,278)
(2,028,136)
(1,768,443)
305,394
12,787
28,911
(8,175)
334,305
4,612
334,305
4,612
-
-
334,305
4,612
Cents
Cents
0.7
0.1
0.7
0.1

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

21

CRYOSITE LIMITED – ANNUAL REPORT

Consolidated Statement of Financial Position

AS AT 30 JUNE 2011
Notes
2011
2010
$
$
ASSETS
Current Assets
Cash and cash equivalents
10
Trade and other receivables
12
Inventories
13
Prepayments
14
Total Current Assets
Non-current Assets
Trade and other receivables
15
Investments in subsidiaries
16
Deferred tax asset
7 (c)
Plant and equipment
17
Intangible assets
18
Total Non-current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
19
Unearned income
20
Provisions
22
Total Current Liabilities
Non-current Liabilities
Unearned income
21
Provisions
22
Total Non-current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
23
Share option reserves
24
Accumulated losses
23(a)
TOTAL EQUITY
2,910,943
2,045,065
1,246,091
1,171,347
27,984
45,630
163,242
43,710
4,348,260
3,305,752
1,116,684
1,434,601
-
-
782,970
754,059
2,377,220
2,187,881
-
-
4,276,874
4,376,541
8,625,134
7,682,293
1,128,584
891,678
337,165
313,261
304,274
239,687
1,770,023
1,444,626
1,922,131
1,653,220
241,597
229,760
2,163,728
1,882,980
3,933,751
3,327,606
4,691,383
4,354,687
8,138,766
8,138,766
239,118
236,727
(3,686,501)
(4,020,806)
4,691,383
4,354,687

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

22

CRYOSITE LIMITED – ANNUAL REPORT

Consolidated Statement of Cash Flows

FOR THE YEAR ENDED
30 JUNE 2011
Notes
2011
2010
$
$
CASH FLOWS FROM
OPERATING ACTIVITIES
Receipts from customers inclusive
of GST
Payments to suppliers and
employees
Interest received
Interest paid
Net cash flows from operating
activities
11
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of plant and equipment
17
Proceeds on disposal of plant and
equipment
Interest received – term deposits
Net cash flows (used in) investing
activities
CASH FLOWS FROM
FINANCING ACTIVITIES
Net cash flows from financing
activities
Net increase in cash and cash
equivalents
Cash and cash equivalents at
beginning of year
Cash and cash equivalents at end
of year
10
6,988,936
6,789,594
(5,664,559)
(5,957,586)
106,258
159,182
(11,281)
(13,533)
1,419,354
977,657
(696,498)
(274,383)
37,888
15,000
105,134
-
(553,476)
(259,383)
-
-
-
-
865,878
718,274
2,045,065
1,326,791
2,910,943
2,045,065

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

23

CRYOSITE LIMITED – ANNUAL REPORT

Consolidated Statement of Changes in Equity

FOR THE YEAR ENDED 30 JUNE 2011

FOR THE YEAR ENDED 30 JUNE 2011
Attributable to equity holders of the company
Contributed
capital
Accumulated
losses
Share
options
reserves
Total equity
$
$
$
$
CONSOLIDATED
At 1 July 2009
Total comprehensive income for the year
Transactions with owners in their capacity
as owners
Amortisation of share based payments
At 30 June 2010
Total comprehensive income for the year
Transactions with owners in their capacity
as owners
Amortisation of share based payments
At 30 June 2011
8,138,766
(4,025,418)
-
4,612
-
-
226,962
4,340,310
-
4,612
9,765
9,765
8,138,766
(4,020,806)
-
334,305
-
-
236,727
4,354,687
-
334,305
2,391
2,391
8,138,766
(3,686,501)
239,118
4,691,383

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

24

CRYOSITE LIMITED – ANNUAL REPORT

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2011

1 CORPORATE INFORMATION

The financial report of Cryosite Limited for the year ended 30 June 2011 was authorised for issue in accordance with a resolution of the directors on 22 August 2011.

Cryosite Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange.

The nature of the operations and principal activities of the Group are described in the Directors’ Report.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, and Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board.

The financial report has been prepared on a historical cost basis, except when otherwise stated.

(a) Compliance with IFRS

The consolidated financial statement of Cryosite Limited group and the separate financial statements of Cryosite Limited also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

(b) Basis of consolidation

The consolidated financial statements comprise the financial statements of Cryosite Limited and its subsidiary as at 30 June each year (‘the Group’).

Subsidiaries are all those entities over which the group has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether a group controls another entity.

The financial statements of the subsidiary are prepared for the same reporting year as the parent company, using consistent accounting policies.

Adjustments are made to bring into line any dissimilar accounting policies that may exist.

All inter-company balances and transactions have been eliminated in full.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.

Investments in subsidiaries held by Cryosite Limited are accounted for at cost in the separate financial statements of the parent entity, less any impairment charges.

25

CRYOSITE LIMITED – ANNUAL REPORT

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(c) Foreign currency translation

Both the functional and presentation currency of Cryosite Limited and its Australian subsidiary is Australian dollars (A$).

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.

(d) Plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant & equipment as a replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised in the statement of comprehensive income as incurred.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

Major depreciation rates are: 2011 2010
- Leasehold improvements: Lease term Lease term
Plant and equipment:
- Fixtures and fittings 5 – 10 years 5 – 10 years
- Information technology 2 - 2.5years 2 - 2.5years
- Warehouse equipment 4 - 10 years 4 - 10 years
- Office furniture & equipment 2.5 – 8 years 2.5 – 8 years
Plant & equipment under lease 5 years 5 years

The assets’ residual values, useful lives and amortisation methods are reviewed and adjusted if appropriate.

An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal.

(e) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the strategic steering committee.

(f) Borrowing costs

Borrowing costs are recognised as an expense when incurred. Cryosite Limited does not currently hold qualifying assets, but, if it did, the borrowing costs directly associated with this asset would be capitalised (including any other associated costs directly attributable to the borrowing and temporary investment income earned on the borrowing).

(g) Intangible assets

Research and development costs

Research and development costs incurred relate to Cryobyte®, an inventory and environmental monitoring system.

26

CRYOSITE LIMITED – ANNUAL REPORT

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(h) Inventories

Inventories consist of consumables used in the provision of services. Inventories are valued at the lower of cost and net realisable value. Cost is determined by actual purchase price. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

(i) Trade and other receivables

Trade receivables (Current), which generally have 30 day terms, are recognised initially at fair value less an allowance for impairment.

Collectability of trade receivables is reviewed on an ongoing basis and individual debts that are known to be uncollectible are written off when identified. An impairment provision is recognised when there is objective evidence that the group may not be able to collect the receivable.

Trade receivables (Non-current), which generally have terms in excess of 12 months, are carried at their net present value. The expected net cash flows have been discounted to their present value using a market determined risk adjusted discount rate of 17.5% (2010: 17.5%).

(j) Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank, in hand and short-term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(k) Trade and other payables

Trade and other payables are carried at amortised costs and due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.

(l) Employee leave benefits

Wages, salaries and annual leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Expenses for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable. Unused sick leave on termination of employment is forfeited.

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CRYOSITE LIMITED – ANNUAL REPORT

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(l) Employee leave benefits continued

Long service leave

The liability for long service leave is recognised and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.

(m) Provisions

Provisions are recognised when the Group has a present obligation (legal, or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

(n) Share-based payment transactions

The group provides benefits to employees (including directors) of the Group in the form of share based payment transactions, whereby the employees render services in exchange for rights over shares (‘equity-settled transactions’) under the Employee Share Option Plan (ESOP) or individually negotiated share based payment arrangements.

The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined using a binomial model.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Cryosite Limited (‘market conditions’).

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of directors of the Group, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.

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CRYOSITE LIMITED – ANNUAL REPORT

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(o) Share-based payment transactions continued

Where the terms of an equity-settled award are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it was granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

(p) Leases

Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments.

Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as the lease income.

Operating lease payments are recognised as an expense in the statement of comprehensive income on a straightline basis over the lease term. Operating lease incentives are recognised as a liability when received and subsequently reduced by allocating lease payments between rental expense and reduction of the liability.

(q) Revenue

Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

  • Revenue from the archival storage of biological samples is recognised over the period that storage occurs.

  • Revenue from the rendering of non-storage services, such as collection or distribution of biological samples, is recognised upon the delivery of the services to the customers.

  • Revenue from cord blood services is recognised in the accounting period in which the services are rendered. Where the Group has a long term contract with its customers to provide cord blood services, a receivable is recognised at its net present value with a corresponding amount recognised as unearned income in the statement of financial position (Refer Note 20 and 21).

  • Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

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CRYOSITE LIMITED – ANNUAL REPORT

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(q) Revenue continued

  • Dividends: revenue is recognised when the Company’s right to receive the payment is established.

(r) Income tax and other taxes

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date.

Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

  • Except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

  • In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that the taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised:

  • Except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future tax profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of comprehensive income.

30

CRYOSITE LIMITED – ANNUAL REPORT

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(r) Income tax and other taxes continued

Revenues, expenses and assets are recognised net of the amount of GST except:

  • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

  • receivables and payables are stated with the amount of GST included the net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(t) Contributed equity

Contributed capital bears no special terms or conditions affecting income or capital entitlements of the shareholders. Ordinary share capital is recognised at the fair value of the consideration received by the company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

(u) Share options reserve

The share options reserve captures the equity component of the company’s equity settled transactions of the share based payments schemes.

(v) Impairment of assets

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(w) Earnings per share

Basic EPS is calculated as net profit attributable to members of the parent, adjusted to exclude costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

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CRYOSITE LIMITED – ANNUAL REPORT

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(w) Earnings per share continued

Diluted EPS is calculated as net profit attributable to members of the parent, adjusted for:

  • Costs of servicing equity (other than dividends) and preference share dividends;

  • The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

  • Other non-discretionary changes in revenues or expenses during the year that would result from the dilution of potential ordinary shares

Divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(x) New accounting standards and interpretations but not yet effective

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2011 reporting periods. The Group has assessed the impact of these new standards and interpretations on the financial report and has concluded that there will no material effect.

AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (effective from 1 January 2013)

AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not applicable until 1 January 2013 but is available for early adoption. When adopted, the standard will affect in particular the company’s accounting for its available-for-sale financial assets, since AASB 9 only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments that are not held for trading. Fair value gains and losses on available-for-sale debt investments, for example, will therefore have to be recognised directly in profit or loss. However there will be no impact on the company’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the company does not have any such liabilities. The derecognition rules have been transferred from AASB 139 Financial Instruments: Recognition and Measurement and have not been changed.

Revised AASB 124 Related Party Disclosures and AASB 2009-12 Amendments to Australian Accounting Standards (effective from 1 January 2011). In December 2009 the AASB issued a revised AASB 124 Related Party Disclosures . It is effective for accounting periods beginning on or after 1 January 2011 and must be applied retrospectively. The amendment clarifies and simplifies the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. A company will have to apply the amended standard from 1 July 2011. When the amendments are applied, the company will need to disclose any transactions between its subsidiaries and its associates. However, there will be no impact on any of the amounts recognised in the financial statements.

AASB 2009-14 Amendments to Australian Interpretation – Prepayments of a Minimum Funding Requirement (effective from 1 January 2011). In December 2009, the AASB made an amendment to Interpretation 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction . The amendment removes an unintended consequence of the interpretation related to voluntary prepayments when there is a minimum funding requirement in regard to the entity's defined benefit scheme. It permits entities to recognise an asset for a prepayment of contributions made to cover minimum funding requirements. The company does not make any such prepayments. The amendment is therefore not expected to have any impact on the company's financial statements. A company will have to apply the amendment from 1 July 2011.

32

CRYOSITE LIMITED – ANNUAL REPORT

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(x) New accounting standards and interpretations but not yet effective continued

AASB 1053 Application of Tiers of Australian Accounting Standards and AASB 2010-2

Amendments to Australian Accounting Standards arising from Reduced Disclosure Requirements (effective from 1 July 2013)

On 30 June 2010 the AASB officially introduced a revised differential reporting framework in Australia. Under this framework, a two-tier differential reporting regime applies to all entities that prepare general purpose financial statements. However any company listed on the ASX and is not eligible to adopt the new Australian Accounting Standards – Reduced Disclosure Requirements.

AASB 2010-6 Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets (effective for annual reporting periods beginning on or after 1 July 2011)

Amendments made to AASB 7 Financial Instruments: Disclosures in November 2010 introduce additional disclosures in respect of risk exposures arising from transferred financial assets. The amendments will affect particularly entities that sell, factor, securitise, lend or otherwise transfer financial assets to other parties. A company will have to apply the amendment from 1 July 2011.

AASB 2010-8 Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets ( effective from 1 January 2012)

In December 2010, the AASB amended AASB 112 Income Taxes to provide a practical approach for measuring deferred tax liabilities and deferred tax assets when investment property is measured using the fair value model. AASB 112 requires the measurement of deferred tax assets or liabilities to reflect the tax consequences that would follow from the way management expects to recover or settle the carrying amount of the relevant assets or liabilities, that is through use or through sale. The amendment introduces a rebuttable presumption that investment property which is measured at fair value is recovered entirely by sale. A company will have to apply the amendment from 1 July 2012.

3 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and liabilities that are not readily apparent from the source. Actual results may differ from these estimates under different assumptions and conditions.

Management has identified the following critical accounting polices for which significant judgements, estimates and assumptions are made. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods.

Further details of the nature of these assumptions and conditions may be found in the relevant notes to the financial statements .

(i) Significant accounting judgements

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period is;

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable that future profits will be available to utilise those temporary differences.

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CRYOSITE LIMITED – ANNUAL REPORT

3 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

Impairment of non-financial assets

The group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists the recoverable amount of the asset is determined.

Capitalised development costs

Development costs are only capitalised by the Group when it can be demonstrated that the technical feasibility of completing the intangible asset is valid so that the asset will be available for sale or use.

Unearned income

Calculation of unearned income and related revenue recognition in relation to long term contracts requires the group to make an estimate of the costs of providing services in the future.

Taxation

The group’s accounting policy for taxation requires management’s judgement as to the types of arrangements considered to be a tax on income in contrast to an operating cost. Judgement is also required in assessing whether deferred tax assets and certain deferred tax liabilities are recognised in the statement of financial position. Deferred tax assets, including those arising from unrecouped tax losses, capital losses and temporary differences, are recognised only where it is considered more likely than not that they will be recovered, which is dependant on the generation of sufficient future taxable profits.

Assumptions about the generation of future taxable profits and repatriation of retained earnings depend on management’s estimates of future cash flows. Judgements are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact on the amount of deferred tax liabilities recognised on the statement of financial position and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to the statement of comprehensive income.

(ii) Significant accounting estimates and assumptions

Share based payment transactions

The group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a binomial model. The accounting estimates and assumptions relating to equity-settled share based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact on expenses and equity.

Estimated useful lives of assets

The estimation of the useful lives of assets has been based on historical experience as well as manufacturers’ warranties. In addition, the condition of assets is assessed at least once per year and considered against the remaining useful life. Adjustments to useful lives are made when considered necessary.

Make good provisions

The company has now fully completed construction of the Granville site and the company has now received from the site contractor an estimate of the present value of anticipated costs of future restoration that may be required at maturity of the leased premises. This provision includes future cost estimates associated with dismantling, closure, decontamination and permanent storage of historical residues. The calculation of any provision requires assumptions such as application of environmental legislation, plant closure dates, available technologies and engineering cost estimates. These uncertainties may result in future actual expenditure differing from amounts provided. Any provision recognised will be periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs are recognised in the statement of financial position by adjusting both the expense or asset and provision.

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CRYOSITE LIMITED – ANNUAL REPORT

4 SEGMENT INFORMATION

Identification of Reportable Segments

Operating Segment

30 June 2011 - Consolidated
Total segment revenue
Segment profit before EBITDA
30 June 2010 - Consolidated
Total segment revenue
Segment profit before EBITDA
Total Segment assets
30 June 2011
30 June 2010
A reconciliation of operating EBITDA before
Operating EBITDA
Interest revenue
Depreciation and amortisation
Finance costs
Profit before tax
Biological
Services
Warehousing &
Distribution
Total
$
$
$
3,432,173
3,227,603
6,659,766
210,440
381,363
591,803
3,240,201
2,899,392
6,139,593
58,757
82,792
141,549
4,824,576
3,800,558
8,625,134
4,389,028
3,293,265
7,682,293
operating profit before income tax is provided as follows:
Consolidated
30 June 2011
$
30 June 2010
$
591,803
141,549
226,793
170,992
(501,920)
(286,221)
(11,282)
(13,533)
305,394
12,787

An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker.

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CRYOSITE LIMITED – ANNUAL REPORT

Consolidated
2011
2010
$
$
5
REVENUE
Revenue
Sale of goods and rendering of
services
Other Revenue
Bank and STMM interest
6
EXPENSES
(a) Finance costs
Insurance premium funding
(b) Lease payments
Lease payments-operating leases
6(e)
(c) Employee benefits expense
Wages and salaries
Superannuation costs
Share-based payments expense
(d) Depreciation and amortisation
Depreciation – plant & equipment
17
(e) Relocation expenses
Additional rent (included above)
6(b)
Additional occupancy and relocation
costs
6,432,973
5,968,601
226,793
170,992
6,659,766
6,139,593
11,282
13,533
510,963
682,942
1,736,276
1,686,194
292,340
227,158
2,391
9,765
2,031,007
1,923,117
501,920
286,221
-
150,628
-
169,757
-
320,385

The company has now completed relocation of all personnel and equipment to South Granville and has terminated the lease over the premises at Lane Cove. All costs in relation to relocation and make-good of the terminated lease have now been incurred. There was no impact on the current financial year.

36

CRYOSITE LIMITED – ANNUAL REPORT

7 INCOME TAX

Consolidated
2011
2010
$
$
(a) Income tax expense
The major components of income tax are:
Statement of comprehensive income
Current income (tax expense)benefit
Applied (added to unrecognised losses
Recognition of temporary differences
Income tax benefit(expense)
reported in the Statement of
comprehensive income
(118,070)
19,441
118,070
(19,441)
28,911
(8,175)
28,911
(8,175)

(b) Numerical reconciliation between aggregate tax (expense)benefit recognised in the statement of comprehensive income and tax (expense)benefit calculated per the statutory income tax rate

A reconciliation between tax benefit(expense) and the product of accounting profit before income tax multiplied by the Group’s applicable income tax rate follows:

Accounting profit before tax from
continuing operations
At the statutory income tax rate of
30% (2010: 30%)
Share-based payments (equity settled)
Other items (net)
Recognition of previously unrecorded
losses against current year taxable
income
Recognition of temporary differences
Income tax benefit(expense)
305,394
12,787
(91,618)
(3,836)
(717)
(2,930)
(1,742)
(6,951)
94,077
13,717
28,911
(8,175)
28,911
(8,175)

37

CRYOSITE LIMITED – ANNUAL REPORT

7 INCOME TAX continued

Consolidated
2011
2010
$
$
(c) Recognised deferred tax assets
and liabilities
Deferred income tax at 30 June relates
to the following:
Deferred income tax assets
Post-employment benefits
Provision for tax and audit fees
Provision for doubtful debts
Impairment and depreciation of plant
& equipment for book purposes
Impairment amortisation of intangibles
for book purposes
Amortisation of Section 40-880
uniform capital allowances
Depreciation of fixed assets expensed
in prior years
Losses available for offset against
future taxable income
Deferred income tax liabilities
Consumables
Net deferred tax asset
Comprised of :
Deferred tax asset
Deferred tax liability
102,261
79,334
15,594
4,389
79,500
79,500
(3,580)
(3,961)
122,259
122,336
36,415
47,234
438,916
438,916
(8,395)
(13,689)
782,970
754,059
782,970
754,059
-
-
782,970
754,059

There is a temporary difference of $ 705,318,( 2010: $ 823,388) for which no deferred tax asset is recognised on the statement of comprehensive income as deferred income tax assets have only been recognised to the extent that it is probable that taxable profit will be available.

(d) Tax (expense) benefit related to items of other comprehensive income.

There were no items of comprehensive income during the year giving rise to any income benefit(expense).

(d) Tax losses

The Group has tax losses arising in Australia of $3,814,113 (2010: $4,207,679) that are available for offset against future taxable profits of the company. The deferred income tax asset of $1,144,234 (2010: $1,262,304) arising from these losses has been brought to account to the extent of $438,916 (2010: $438,916) at reporting date, as realisation of the benefit is now regarded as probable.

As at 30 June 2011, the Group has unrecognised tax losses of $2,351,060 (2010: Loss of $2,744,626) and an unrecognised deferred tax asset of $705,318 (2010: $823,388).

38

CRYOSITE LIMITED – ANNUAL REPORT

7 INCOME TAX continued

Tax consolidation

Effective from 1 July 2002, Cryosite Limited and its 100% owned subsidiary formed a tax consolidated group. On formation of the tax consolidated group, the entities in the tax consolidated group agreed to enter into a tax sharing agreement which will, in the opinion of the directors, limit the joint and several liability of the whollyowned entities in the case of default by the head entity Cryosite Limited.

The entities have also agreed to enter into a tax funding agreement under which the wholly-owned entities fully compensate Cryosite Limited for any current tax payable assumed and are compensated by Cryosite Limited for any current tax loss, deferred tax assets and tax credits that are transferred to Cryosite Limited under the tax consolidation legislation. The tax consolidated current tax liability or current year tax loss and other deferred tax assets are required to be allocated to the members of the tax consolidated group in accordance with UIG 1052. The group uses a group allocation method for this purpose where the allocated current tax payable, current tax loss, deferred tax assets and other tax credits for each member of the tax consolidated group is determined as if the company is a stand-alone taxpayer but modified as necessary to recognise membership of a tax consolidated group. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements which is determined having regard to membership of the tax consolidated group. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year .The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. The funding amounts are recognised as current inter-company receivables or payables.

In Cryosite Limited $675,665 (2010: $587,486) tax effected was recognised as tax consolidation contributions during the financial year as below:

Parent
2011
2010
$
$
Total reduction in tax payable of Cryosite Limited
Total increase to intercompany assets of Cryosite Limited
(675,665)
(587,486)
675,665
587,486

8 EARNINGS PER SHARE

The following reflects the income used in the basic and diluted earnings per share computations:

Consolidated
2011
2010
$
$
Net profit attributable to ordinary equity holders of the parent 334,305
4,612
No of shares.
No of shares.
Weighted average number of ordinary shares for basic and dilutive
earnings per share
46,639,563
46,639,563

There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before completion of these financial statements.

9 DIVIDENDS PAID OR PROPOSED ON ORDINARY SHARES

No dividends have been provided for or paid (2010: Nil).

39

CRYOSITE LIMITED – ANNUAL REPORT

10 CASH AND CASH EQUIVALENTS

10
CASH AND CASH EQUIVALENTS
Consolidated
2011
2010
$
$
Cash at bank and on hand
Short-term deposits
397,077
300,457
2,513,866
1,744,608
2,910,943
2,045,065

Cash at bank and on hand earns interest at floating rates based on daily bank deposit rates.

Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the group, and earn interest at the respective short-term deposit rates.

The fair value of cash and cash equivalents for the consolidated group and parent entity is $2,910,943 (2010: $2,045,065).

Reconciliation of cash

For purposes of the Statement of Cash Flow, cash and cash equivalents as at 30 June 2011 and the prior year are as shown above.

11 STATEMENT OF CASH FLOW RECONCILIATION

Consolidated
2011 2010
$ $
Reconciliation of the net profit after tax
to the net cash flows from operations
Net profit(loss) 334,305 4,612
Adjustments for non-cash items
Depreciation and amortisation of non-
current assets 501,920 286,221
Write off of non-current asset 2,760 -
Share based payments expense 2,391 9,765
(Decrease)Increase in employee
benefits – LSL 37,496 (6,149)

40

CRYOSITE LIMITED – ANNUAL REPORT

11 STATEMENT OF CASH FLOW RECONCILIATION CONTINUED

Consolidated
2011
2010
$
$
Changes in assets and liabilities
Decrease in trade and other
receivables
Decrease in inventory
(Increase)decrease in other assets
(Increase)decrease in deferred tax
asset
Increase(decrease) in trade and
other creditors
Increase in unearned income
Increase in employee benefits –
annual leave
Net cash flow from operating
activities
62,668
247,342
17,646
7,728
(60,973)
304,266
(28,911)
8,175
218,309
(144,004)
292,815
220,164
38,928
39,537
1,419,354
977,657

12 CURRENT ASSETS - TRADE AND OTHER RECEIVABLES

Consolidated
2011
2010
$
$
Trade receivables
Allowance for impairment loss (a)
Other receivables
Carrying amount of trade and
other receivables
1,351,702
1,278,243
(264,999)
(264,999)
1,086,703
1,013,244
159,388
158,103
1,246,091
1,171,347

(a) Allowance for impairment loss

Trade receivables are non-interest bearing. Term payment plans are offered to customers under cord blood collection contracts. Customers have an option of payment in full, over 3 months, or annually. A provision for impairment loss is recognised when there is objective evidence that an individual trade receivable is impaired. During the financial year there was no movement in the allowance for impairment loss (2010: $264,999). When there is an impairment loss, it has been included in the administration expense item. No individual amount within the impairment allowance is material.

Movements in the provision for impairment loss were as follows:

Consolidated
2011
2010
$
$
At the beginning of the year
Charge for the year
At the end of the year
264,999
264,999
-
-
264,999
264,999

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CRYOSITE LIMITED – ANNUAL REPORT

12 CURRENT ASSETS - TRADE AND OTHER RECEIVABLES CONTINUED

(b) Analysis of trade receivables

At 30 June, the ageing analysis of trade receivables is as follows:

Total
Not yet
due
0-30
Days
31-60
Days
61-90
Days
+91
Days
+91
Days
PDNI
PDNI
CI*
*$

$
$
$
$
$
$
2011
Current
Non-Current
Total
Consolidated
2010
Current
Non-Current
Total
Consolidated
1,351,702
209,275
444,336
211,814
60,975
160,303
264,999
1,116,684
1,116,684
-
-
-
-
-
2,468,386
1,325,959
444,336
211,814
60,975
160,303
264,999
1,278,243
161,307
338,113
238,897
76,109
198,818
264,999
1,252,811
1,252,811
-
-
-
-
-
2,531,054
1,414,118
338,113
238,897
76,109
198,818
264,999
  • Past due not impaired (“PDNI”) ** Past due considered impaired (“CI”)

Receivables past due but not considered impaired have been reviewed and it is believed that payment will be received in full.

Other balances within trade and other receivables do not contain impaired assets and are not past due. It is expected that these other balances will be received when due.

(c) Related party receivables

Related party receivables are interest free and not considered past due or impaired .

(d) Fair value and credit risk

Due to the nature of these receivables, their carrying value is assumed to approximate their fair value. The maximum exposure to credit risk is the fair value of receivables. Collateral is not held as security, nor is it the Group’s policy to transfer (on-sell) receivables to special purpose entities.

13 CURRENT ASSETS – INVENTORIES

Consolidated
2011
2010
$
$
Consumables at cost
Total inventories at cost
14
CURRENT ASSETS - PREPAYMENTS
Prepayments
27,984
45,630
27,984
45,630
163,242
43,710

42

CRYOSITE LIMITED – ANNUAL REPORT

15 NON-CURRENT ASSETS - TRADE AND OTHER RECEIVABLES

15
NON-CURRENT ASSETS - TRADE AND OTHER RECEIVABLES
Consolidated
2011
2010
$
$
Trade receivables
Security deposits
Carrying amount of non-current
trade and other receivables
Trade receivables
Trade receivables due under
term payment plans
1,116,684
1,252,811
-
181,790
1,116,684
1,434,601
1,116,684
1,434,601

Non-current trade receivables are not considered impaired.

Security deposits

During the year the security deposit for the lease at Granville was replaced by a bank guarantee for $181,790 issued by the Commonwealth Bank of Australia. No collateral is held as security.

The maximum exposure to credit risk at the time of reporting is the carrying value of the receivables.

16 NON-CURRENT ASSETS - INVESTMENTS IN SUBSIDIARIES

Consolidated
2011
2010
$
$
Investments at cost
Investment in controlled entity
Name – Cryosite Distribution Pty Limited
Equity interest held by the
consolidated entity
2011
2010
%
%
-
-
Investment
2011
2010
$
$
Country of incorporation – Australia 100
100
20
20

17 NON-CURRENT ASSETS - PLANT AND EQUIPMENT

(a) Reconciliation of carrying amounts of plant and equipment at the beginning and end of the year

Consolidated
2011
2010
$
$ 205,000
-
-
205,000
-
(201,017)
-
201,017
(38,438)
-
Leasehold Improvements
At the beginning of the year net of accumulated depreciation and impairment
Additions at cost
Disposals at cost
Disposals accumulated depreciation
Depreciation expense
At the end of the year net of accumulated depreciation and impairment
At cost
Accumulated depreciation
Net carrying amount
166,562
205,000
205,000
205,000
(38,438)
-
166,562
205,000

17 NON-CURRENT ASSETS - PLANT AND EQUIPMENT CONTINUED

(a) Reconciliation of carrying amounts of plant and equipment at the beginning and end of the year continued

Consolidated 2011 2010

43

CRYOSITE LIMITED – ANNUAL REPORT

$
$ 30,560
37,345
4,671
-
-
(221,366)
-
221,366
(7,175)
(6,785)
Fixtures and fittings
At the beginning of the year net of accumulated depreciation and impairment
Additions at cost
Disposals at cost
Disposals accumulated depreciation
Depreciation expense
At the end of the year net of accumulated depreciation and impairment
At cost
Accumulated depreciation
Net carrying amount
Information technology
At the beginning of the year net of accumulated depreciation and impairment
Additions at cost
Disposals at cost
Disposals accumulated depreciation
Depreciation expense
At the end of the year net of accumulated depreciation and impairment
At cost
Accumulated depreciation
Net carrying amount
Warehouse equipment
At the beginning of the year net of accumulated depreciation and impairment
Additions at cost
Disposals at cost
Disposals accumulated depreciation
Depreciation expense
At the end of the year net of accumulated depreciation and impairment
At cost
Accumulated depreciation
Net carrying amount
Office furniture & equipment
At the beginning of the year net of accumulated depreciation and impairment
Additions at cost
Disposals at cost
Disposals accumulated depreciation
Depreciation expense
At the end of the year net of accumulated depreciation and impairment
At cost
Accumulated depreciation
Net carrying amount
Total plant and equipment net carrying amount
28,056
30,560
72,521
67,850
(44,465)
28,056
30,560
51,933
35,795
121,113
43,536
-
(132,901)
-
132,901
(30,732)
(27,398)
142,314
51,933
379,000
257,887
(236,686)
(205,954)
142,314
51,933
1,890,613
1,925,270
568,408
226,074
(29,542)
(167,412)
24,304
152,412
(420,234)
(245,731)
2,033,549
1,890,613
3,309,756
2,770,889
(1,276,207)
(880,276)
2,033,549
1,890,613
9,775
11,309
2,306
4,773
-
(47,129)
-
47,129
(5,342)
(6,307)
6,739
9,775
33,517
31,211
(26,778)
(21,436)
6,739
9,775
2,377,220
2,187,881

44

CRYOSITE LIMITED – ANNUAL REPORT

18 NON-CURRENT ASSETS - INTANGIBLE ASSETS

(a) Reconciliation of carrying amounts at the beginning and the end of the year

Consolidated
2011
2010
$
$
Software development
At the beginning of the year net of accumulated amortisation
Additions
Impairment amortisation expense
At the end of the year net of accumulated amortisation
At cost
Accumulated amortisation
Impairment amortisation
Net carrying amount
-
-
-
-
-
-
-
-
1,020,533
1,020,533
(713,003)
(713,003)
(307,530)
(307,530)
-
-

19 CURRENT LIABILITIES - TRADE AND OTHER PAYABLES

19
CURRENT LIABILITIES - TRADE AND OTHER PAYABLES
Consolidated
2011
2010
$
$
Trade payables
Other payables
Total payables
Fair value
434,362
328,231
694,222
563,447
1,128,584
891,678

Trade payables are non-interest bearing and are normally settled on 30 to 90 day terms. Therefore their carrying value is assumed to be their fair value.

Other payables are non-interest bearing and are on ranging from 30 days to 12 months Terms. Their carrying value is assumed to be fair value.

At 30 June, the ageing analysis of trade payables is as follows:

Total
0-30
Days
31-60
Days
61-90
Days
+91
Days
$
$
$
$
$
2011
Consolidated
2010
Consolidated
434,362
313,012
121,047
303
-
328,231
160,475
127,780
33,726
6,250

Other balances within trade and other payables are not past due. It is expected that these other balances will be paid.

45

CRYOSITE LIMITED – ANNUAL REPORT

20 CURRENT LIABILITIES - UNEARNED INCOME

Consolidated
2011
2010
$
$
Unearned service revenue 337,165
313,261

Represents cord blood revenues received in advance for services to be rendered under long-term storage contracts.

21 NON-CURRENT LIABILITIES - UNEARNED INCOME

21
NON-CURRENT LIABILITIES - UNEARNED INCOME
Consolidated
2011
2010
$
$
Unearned service revenue 1,922,131
1,653,220

Represents cord blood revenues received in advance for services to be rendered under long-term storage contracts.

22 CURRENT LIABILITIES - PROVISIONS

22
CURRENT LIABILITIES - PROVISIONS
Consolidated
2011
2010
$
$
Annual leave
Long service leave
22
NON – CURRENT LIABILITIES - PROVISIONS
Long service leave
Lease make good
(a) Movements in provisions
Annual leave
Balance at beginning of the year
Arising during the year
Long service leave
Balance at beginning of the year
Arising during the year
Written back on resignation
249,796
210,868
54,478
28,819
304,274
239,687
36,597
24,760
205,000
205,000
241,597
229,760
210,868
171,331
38,928
39,537
249,796
210,868
53,579
59,728
37,496
8,203
-
(14,352)
91,075
53,579

Nature and timing of long service leave provision

For the relevant accounting policy and the significant estimations and assumptions applied in the measurement of this provision refer to Note 3.

46

CRYOSITE LIMITED – ANNUAL REPORT

22 NON – CURRENT LIABILITIES – PROVISIONS CONTINUED

Consolidated
2011
2010
$
$
Lease make-good
Balance at beginning of the year
Arising during the year
Balance at end of the year
205,000
-
-
205,000
205,000
205,000

Nature and timing of lease make-good provision

In accordance with the lease agreement with Allsup Pty Limited, the Group must restore the leased premises in Granville to its original condition at the end of the lease in 2015.

The provision of $205,000 raised to in respect of the Group’s obligation to restore the leased premises is included in the carrying amount of plant and equipment. Because of the long-term nature of the liability, the greatest uncertainty in estimating the provision is the actual cost that may ultimately be incurred.

For the relevant accounting policy and the significant estimations and assumptions applied in the measurement of this provision refer to Note 3.

23 CONTRIBUTED EQUITY

23
CONTRIBUTED EQUITY
Consolidated
2011
2010
$
$ 8,138,766
8,138,766
2010
Shares
No.
$
Ordinary shares
Movement in ordinary shares on issue
2011
Shares
No.
$
Beginning of the financial year
End of the financial year
46,639,563
8,138,766
46,639,563
8,138,766
46,639,563
8,138,766
46,639,563
8,138,766

Terms and condition of contributed equity

Ordinary shares

Ordinary shares carry the right to receive dividends and entitle their holder to one vote, either in person or by proxy, at a meeting of the company.

24 ACCUMULATED LOSSES AND RESERVES

(a) Movements in accumulated losses

(a) Movements in accumulated losses
Consolidated
2011
2010
$
$
Balance at the beginning of the year
Net profit for the year
Balance at the end of the year
(4,020,806)
(4,025,418)
334,305
4,612
(3,686,501)
(4,020,806)

47

CRYOSITE LIMITED – ANNUAL REPORT

24 ACCUMULATED LOSSES AND RESERVES CONTINUED

(b) Other reserves

Share options reserve
Movements in share options reserve
Balance at the beginning of the year
Value of compensation benefit during the year
Balance at the end of the year
239,118
236,727
236,727
226,962
2,391
9,765
239,118
236,727

The purpose of the share options reserve is to record the value of share-based payments provided to employees as pert of their remuneration. Refer to Note 29 for further details of these plans.

25 COMMITMENTS AND CONTINGENCIES

(a) Operating lease commitments – Group as lessee

Commercial property

On 1 November 2007, the company entered into an 8 year lease over a commercial property at South Granville in Sydney.

The lease on the commercial property at Lane Cove in Sydney matured on 25 April 2010.

Future minimum rentals payable under commercial property leases as at 30 June 2011 are as follows:

Consolidated
2011
2010
$
$
Within one year
After one year but not more than five years
After five years
307,127
294,500
1,116,843
1,300,585
-
119,764
1,423,970
1,714,849

(a) Operating lease commitments – Group as lessee continued

Plant and equipment

The Group currently has a number of operating leases on items of plant and equipment used in day to day operations of the business.

Leases have an average life of 5 years with renewal terms included in the contracts. Renewals are at the option of the specific entity that holds the lease.

There are no restrictions placed upon the lessee by entering into these leases.

Future minimum rentals payable under non-cancellable operating leases as at 30 June 2011 are as follows:

Consolidated
2011
2010
$
$
Within one year
After one year but not more than five years
93,971
140,769
76,165
197,376

170,136 338,145

48

CRYOSITE LIMITED – ANNUAL REPORT

25 COMMITMENTS AND CONTINGENCIES CONTINUED

(b) Plant and equipment commitments

There are no capital expenditure commitments at reporting date.

(c) Contingent Liabilities

The Group is not aware of any contingent liabilities at reporting date.

26 EVENTS OCCURING AFTER THE REPORTING PERIOD

The directors are unaware of any event or transaction that has occurred between the balance date of 30 June 2011 and the date of this report which had or may have had a significant effect on the company.

27 AUDITOR’S REMUNERATION

27
AUDITOR’S REMUNERATION
Consolidated
2011
2010
$
$
Amounts received or due and receivable by Duncan Dovico for:
- Audit or review of the financial report of the entity and any other entity in the
consolidated group
- Other services in relation to the entity and any other entity in the consolidated
group
44,500
43,207
9,500
8,500
54,000
51,707

28 RELATED PARTY DISCLOSURES

The consolidated financial statements include the financial statements of Cryosite Limited and its wholly owned subsidiary Cryosite Distribution Pty Limited. For details, refer to Note 16.

Cryosite Limited is the ultimate parent entity.

Cryosite Distribution Pty Limited, neither has a bank account nor does it hold any cash in its own right. All receipts and payments for this entity are made by Cryosite Limited, with the amounts charged against an intercompany loan account. No interest is payable on this balance and no amounts are due and payable.

Cryosite Limited and Cryosite Distribution Pty Limited are part of a tax consolidation group and will enter into a tax funding agreement. Under this agreement, payments are to be made for tax losses transferred between entities in the group. Refer to Note 7.

Cryosite Limited has received a dividend from Cryosite Distribution Pty Limited for $1,575,000 (2010: $1,400,000).

49

CRYOSITE LIMITED – ANNUAL REPORT

29 SHARE-BASED PAYMENTS EXPENSE

(a) Recognised share based payment expenses

The expense recognised for employee services received during the year is shown in the table below:

Consolidated
2011
2010
$
$
Expense arising from equity-settled share-based payment transactions 2,391
9,765
2,391
9,765

The share-based payment plans are described below. There have been no cancellations or modifications to any of the plans during 2011 and 2010.

(b) Employee Share Option Plan

Terms and conditions of options issued under employee share scheme details

On 18 February 2002, Cryosite established an Employee Share Option Plan (“the Plan”). The Plan is designed to assist in the retention and motivation of employees and directors of the Company.

The terms and conditions of the Plan are as follows:

Options may be granted under the Plan to an employee or director of the Company or any of its subsidiaries, or to a person who renders services to the Company, or to any of its subsidiaries and is eligible to be a participant in the Plan under the terms of the Income Tax Assessment Act 1936 and Income Tax Assessment Act 1997 and by any instrument issued by ASIC and applicable to the Company (“eligible participant”).

(b) Employee Share Option Plan

The Cryosite Board will determine the number of share options granted to each eligible participant.

The total number of share options granted under the Plan will be limited to 5% of the total number of issued shares at the time the offer or grant of options is made.

Options will be issued for no consideration.

The Board will determine the Option Exercise Price after considering the volume weighted average of the prices at which shares were traded on ASX during the one month period before the date of the offer.

Options will expire at the end of eight years from the option grant date or if the participant ceases to be an employee or director of, or render services to, the Company or any of its Subsidiaries for any reason whatsoever.

The exercise price of each initial option issued under the Plan was the retail offer price included in the prospectus (40 cents) for the Initial Public Offering.

For the initial options granted to employees and the Executive Director under the Plan, 20% will become exercisable after the first anniversary of listing on ASX and an additional 20% will become exercisable each anniversary of listing thereafter. The Company was listed on the ASX on 9 May 2002. Options issued after this date under the ESOP have different vesting terms – refer table on page 13.

50

CRYOSITE LIMITED – ANNUAL REPORT

29 SHARE-BASED PAYMENTS EXPENSE continued

(c) Summary of options granted under the ESOP

The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share options issued during the year:

2011
2010
Options
No.
WAEP
$ Options
No.
WAEP
$
Balance at beginning of year
Option expiring or forfeited during the year
Options granted during the year
Balance at end of the year
Exercisable at end of the year
Graeme Moore
Philip Alger
Sub-total key management personnel
Other employees
520,000
-
1,070,000
-
-
-
(550,000)
-
-
-
-
-
520,000
-
520,000
-
300,000
-
200,000
-
220,000
-
146,666
-
520,000
-
346,666
-
-
-
-
-
520,000
-
346,666
-

Share based option payments:

Parties to option agreement

Graeme Moore Philip Alger

Rights Granted and grant date

Share options granted 1 December 2007 Graeme Moore 300,000 Philip Alger 220,000

Option exercise price

One third at $0.20 per share, One third at $0.30 per share One third at $0.40 per share

Vesting period

One third on 1 December 2008 One third on 1 December 2009 One third on 1 December 2010 Options must be exercised no later than 30 October 2012.

Vesting requirements

Options granted under ESOP as part of remuneration package. Options will lapse on cessation of employment with the company.

Weighted average fair value per option at grant date $0.11

51

CRYOSITE LIMITED – ANNUAL REPORT

29 SHARE-BASED PAYMENTS EXPENSE continued Share based option payments continued:

Expense for the year Graeme Moore $1,382 Philip Alger $1,009 Total $2,391

Prior year’s expense taken to account $34,471

Value of options forfeited $-

Balance at the end of the financial year not yet expensed $-

Calculation of fair value of option

Valuation was made using the binomial method in accordance with the requirements of accounting standards. Calculations were based on the expected contractual life of the options using the average weekly historical share price of the company over the previous 12 months.

The expected volatility used was 79% with an interest-free risk rate of 6.70%. The market share price at date of grant was 19 cents.

30 SUPERANNUATION

The Group contributes the equivalent of 9% of employees’ wages to their superannuation fund of choice as required by Australian law. Employees may also elect to make salary sacrifice to their nominated superannuation fund.

31 KEY MANAGEMENT PERSONNEL

(a) Key management personnel

Non-executive directors

Theodore Onisforou Chairman (Non-executive) Key management personnel Gordon Milliken Managing Director Graeme Moore Executive Director Philip Alger Chief Financial Officer

Key management personnel held their positions for the whole of the financial year other than as stated above.

Due to the relatively small number of employees, there are only three (3) key management personnel having authority and responsibility for planning, directing and controlling the activities of the entity either directly or indirectly.

52

CRYOSITE LIMITED – ANNUAL REPORT

31 KEY MANAGEMENT PERSONNEL CONTINUED

(b) Compensation for key management personnel

Consolidated
2011
2010
$
$
Non-executive directors
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payment
Sub-total non-executive directors
Key management personnel
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payment
Sub-total key management personnel
Total compensation
75,000
75,000
6,750
6,750
-
-
-
-
81,750
81,750
385,651
362,514
142,666
113,889
18,601
6,990
2,391
9,765
549,309
493,158
631,059
574,908

(c) Shareholdings of key management personnel

Shares held in Cryosite
Limited
30 June 2011
Balance at
beginning of
year
Granted as
remuneration
On
exercise
of options
On market
purchases
Balance
30 June
2011
Ord.
Ord.
Ord.
Ord.
Ord.
Theodore Onisforou
Gordon Milliken
Graeme Moore
Philip Alger
Total
Shares held in Cryosite
Limited
30 June 2010
4,021,504
-
-
103,500
4,125,004
1,288,415
-
-
-
1,288,415
-
-
-
-
-
-
-
-
-
-
5,309,919
-
-
103,500
5,413,419
Balance at
beginning of
year
Granted as
remuneration
On
exercise
of options
On market
purchases
Balance
30 June
2010
Ord.
Ord.
Ord.
Ord.
Ord.
Theodore Onisforou
Gordon Milliken
Graeme Moore
Philip Alger
Total
3,751,337
-
-
270,167
4,021,504
1,048,418
-
-
240,000
1,288,415
-
-
-
-
-
-
-
-
-
-
4,799,755
-
-
510,167
5,309,919

53

CRYOSITE LIMITED – ANNUAL REPORT

31 KEY MANAGEMENT PERSONNEL CONTINUED

(d) Option holdings of key management personnel (Consolidated)

30 June 2011 Theodore
Onisforou
Gordon
Milliken
Graeme
Moore
Philip Alger
Total
No.
No.
No.

No.*
No.
Balance held at 1 July 2010
-
-
300,000
220,000
520,000
Balance held at 30 June
2011
-
-
300,000
220,000
520,000
Options issued under the employee share scheme
Theodore
Onisforou
Gordon
Milliken
Graeme
Moore
Philip Alger
Total
30 June 2010
No.
No.

No.
No.

No.
-
-
300,000
220,000
520,000
-
-
300,000
220,000
520,000
Balance held at 1 July 2009
-
312,500
300,000
220,000
832,500
Options expired during the
year
-
(312,500)
-
-
(312,500)
Balance held at 30 June 2010
-
-
300,000
220,000
520,000
* Options issued under the employee share scheme
-
312,500
300,000
220,000
832,500
-
(312,500)
-
-
(312,500)
-
-
300,000
220,000
520,000

(e) Options Vested of key management personnel

Theodore
Onisforou
Gordon
Milliken
Graeme
Moore
Philip Alger
Total
No.
No.
No.

No*.
No.
Balance vested at
1 July 2010
Options vested 1 December
2010
Balance vested at 30 June
2011
Not exercisable
Exercisable 30 June 2011
-
-
200,000
146,666
346,666
-
-
100,000
73,334
173,334
-
-
300,000
220,000
520,000
-
-
-
-
-
-
-
300,000
220,000
520,000
  • Options issued under the Employee Share Option Scheme.

54

CRYOSITE LIMITED – ANNUAL REPORT

31 KEY MANAGEMENT PERSONNEL CONTINUED

Balance vested at
1 July 2009
Options vested 1 December
2009
Options expired during the
year
Balance vested at 30 June
2010
Not exercisable
Exercisable 30 June 2010
Theodore
Onisforou
Gordon
Milliken
Graeme
Moore
Philip Alger
Total
No.
No.
No.

No*.
No.
-
312,500
100,000
73,333
485,833
-
-
100,000
73,333
173,334
-
(312,500)
-
-
(312,500)
-
-
200,000
146,666
346,666
-
-
-
-
-
-
-
200,000
146,666
346,666
  • Options issued under the Employee Share Option Scheme.

32 FINANCIAL INSTRUMENTS

The Group’s principal financial liabilities comprise of trade payables. The Group has various financial assets such as trade receivables, cash and short-term deposits, which arise directly from its operations.

The Group does not enter into any derivative transactions. The main risks arising from the Group’s financial instruments are cash flow interest rate risk and credit risk. The Board of Directors reviews and monitors each of these risks.

(a) Interest rate risk

The Group’s exposure to the risk of changes in market interest rates relates primarily to cash and cash deposits with floating interest rates.

The consolidated entity's exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets is set out below:

2011
CONSOLIDATED
Note
Weighted
average
effective
interest rate
%
Floating
interest
rate
$
Subject
to
discount
rates
$
Non
interest
bearing
$
Total
$
Financial assets
Interest bearing deposits – maturing
at various dates during year ending
30 June 2011
10
5.69
Cash and cash equivalents
10
2.20
Current receivables – maturing at
various dates during year ending 30
June 2011
12
3.8
Non-current receivables
15
3.8
Financial liabilities
Trade creditors and accruals –
maturing at various dates during the
year ending 30 June 2011.
19
2,513,866
-
-
2,513,866
397,077
-
-
397,077
39,549
93,456
1,113,086
1,246,091
-
1,116,684
-
1,116,684
2,950,492
1,210,140
1,113,086
5,273,718
-
-
1,128,584
**1,128,584 **

55

CRYOSITE LIMITED – ANNUAL REPORT

32 FINANCIAL INSTRUMENTS CONTINUED

(a) Interest risk (continued)

2010
CONSOLIDATED
Note
Weighted
average
effective
interest rate
%
Floating
interest
rate
$
Subject
to
discount
rates
$
Non
interest
bearing
$
Total
$
Financial assets
Interest bearing deposits – maturing
at various dates during year ending
30 June 2010
10
4.8
Cash and cash equivalents
10
0.3
Current receivables – maturing at
various dates during year ending 30
June 2010
12
3.8
Non-current receivables
15
3.8
Financial liabilities
Trade creditors and accruals –
maturing at various dates during the
year ending 30 June 2010.
19
1,744,608
-
300,457
-
68,188
95,083
181,790
1,250,108
-
1,744,608
-
300,457
1,008,076
1,171,347
2,703
1,434,601
2,295,043
1,345,191
1,010,779
4,651,013
-
-
891,678
891,678

Interest rate sensitivity analysis

The following sensitivity analysis is based on interest rate risk exposures in existence at the balance date. If interest rates had moved, as illustrated in the tables below, with all other variables held constant, post tax profit would have been affected as follows:

Post Tax Profit
Higher (Lower)
2011
2010
$ $
Consolidated
Up by 2.0%
Down by 1.5%
46,690
39,892
(35,022)
(29,918)

Net present value sensitivity analysis

The following sensitivity analysis is based on a discount rate of 17.5% (2010: 17.5%) risk exposures in existence at the balance date. If the discount rate had moved, as illustrated in the tables below, with all other variables held constant, post tax profit would have been affected as follows

Post Tax Profit
Higher (Lower)
2011
2010
$ $
Consolidated
Up by 2%
Down by 2%
(35,066)
(31,767)
39,184
49,665

56

CRYOSITE LIMITED – ANNUAL REPORT

32 FINANCIAL INSTRUMENTS CONTINUED

(b) Price risk – Equity and Commodity

The Group has no exposure to commodity and equity securities price risk.

(c) Credit risk

Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, trade and other receivables. The Group's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note.

The Group trades with a number of types of customers, the main ones being:

  • Incorporated companies

  • Research institutes both private and academic

  • Individuals.

Incorporated companies:

The Group trades with recognised, publicly listed companies and large unlisted proprietary companies and as such collateral is not requested nor is it the Group's policy to securitise its trade and other receivables.

Research institutes both private and academic

The Group also trades with research institutes that are either publicly, privately or government owned along with recognised universities. Such customers are subject to credit search and collateral is not requested nor is it the Group's policy to securitise its trade and other receivables.

Individuals:

The Group ensures that credit card information is obtained for all individual customers.

It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an assessment of their independent credit rating, financial position, past experience and industry reputation. Risk limits are set for each individual customer in accordance with parameters set by the board. These risk limits are regularly monitored.

There are no significant concentrations of credit risk within the Group. There are no transactions that are not denominated in the functional currency of the Group.

(d) Liquidity risk

The Group does not have a liquidity risk at balance date or at the date of this report.

Maturity analysis of financial assets and liabilities based on management’s expectation.

The risk implied from the values shown in the table below, reflects a balanced view of cash inflows and outflows. Trade payables and other financial liabilities mainly originate from investment in working capital such as inventories and trade receivables. These assets are considered in the Group’s overall liquidity risk. To monitor existing financial assets and liabilities as well as enable an effective controlling of future risks the Directors monitor the expected settlement of financial assets and liabilities.

57

CRYOSITE LIMITED – ANNUAL REPORT

32 FINANCIAL INSTRUMENTS CONTINUED

(d) Liquidity risk continued

Maturity analysis of financial assets and liabilities based on management’s expectation (continued).

Year ended
30 June 2011
Less than 6
months
6-12 months
1-5 years
Greater than
5 years
Total
$ $
$ $
$
Consolidated
Financial Assets
Cash and cash equivalents
Trade and other
receivables
Consolidated
Financial liabilities
Trade and other payables
Net maturity
Year ended
30 June 2010
2,910,943
-
-
-
2,910,943
1,156,252
89,840
393,724
722,959
2,362,775
4,067,195
89,840
393,724
722,959
5,273,718
1,128,584
-
-
-
1,128,584
2,990,611
89,840
393,724
722,959
**4,197,134 **
Less than 6
months
6-12 months
1-5 years
Greater than
5 years
Total
$ $
$ $
$
Consolidated
Financial Assets
Cash and cash equivalents
Trade and other
receivables
Consolidated
Financial liabilities
Trade and other payables
Net maturity
2,045,065
-
-
-
2,045,065
1,050,222
121,125
411,963
1,022,638
2,605,948
3,095,287
121,125
411,963
1,022,638
4,651,013
891,678
-
-
-
891,678
2,203,609
121,125
411,963
1,022,638
3,759,335

58

CRYOSITE LIMITED – ANNUAL REPORT

32 FINANCIAL INSTRUMENTS CONTINUED

(e) Capital management

When managing capital, the boards’ objective is to ensure the entity continues as a going concern as well as to maintain returns to shareholders. The board also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity.

The Board of Directors is responsible for assessing financial risks, related controls and other financial risk management strategies. The Company deploys its assets and liabilities so as to manage risk at commercially appropriate levels, bearing in mind the constraints imposed by the consolidated entity’s size, results and other financial circumstances. The Company aims to balance opportunities to improve profitability against related risks of losses of assets or the incurrence of additional liabilities.

(f) Fair value

All financial assets and liabilities have been disclosed in the financial statements and notes thereto at their carrying value, which approximates their net fair values.

33 PARENT ENTITY FINANCIAL INFORMATION

The individual financial statements for the parent entity show the following aggregate amounts:

AS AT 30 JUNE 2011 2011
2010
$
$
(a) STATEMENT OF
FINANCIAL POSITION
Total Current Assets
Total Non-current Assets
TOTAL ASSETS
(b) LIABILITIES
Total Current Liabilities
Total Non-current Liabilities
TOTAL LIABILITIES
(c) EQUITY
Contributed equity
Share option reserves
Accumulated losses
TOTAL EQUITY
4,112,221
3,082,116
4,276,894
4,376,561
8,389,115
7,458,677
1,553,605
1,241,536
2,162,378
1,879,155
3,715,983
3,120,691
8,138,766
8,138,766
239,118
236,727
(3,704,752)
(4,037,507)
4,673,132
4,337,986

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59

CRYOSITE LIMITED – ANNUAL REPORT

33 PARENT ENTITY FINANCIAL INFORMATION CONTINUED

2011
2010
$
$
(d) COMPREHENSIVE
INCOME
Net Profit of the parent entity for
the year net of income tax
Other comprehensive income for
the year, net of tax
Total comprehensive income for
the year
332,755
36,585
-
-
332,755
36,585

(e) GUARANTEES ENTERED INTO BY THE PARENT ENTITY

No guarantees have been entered into by the parent entity in relation to the debts of its subsidiaries.

(f) COMMITMENTS AND CONTINGENCIES OF THE PARENT ENTITY

Commitments and contingencies for the parent entity are the same as those disclosed in Note 25.

60

DUNCAN DOVICO

Independent Auditor’s Report to the members of Cryosite Limited

Report on the Financial Report

We have audited the accompanying financial report of Cryosite Limited and its controlled entity which comprises the consolidated statement of financial position as at 30 June 2011, and the consolidated statement of comprehensive income, consolidated statement of cash flows and consolidated statement of changes in equity for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entity it controlled at the year’s end or from time to time during the financial year ended 30 June 2011.

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 (including the Australian Accounting Interpretation) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 2, the directors also state, 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 consolidated financial statements and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

D U N C A N D O V I C O

C H A R T E R E D A C C O U N T A N T S

LEVEL 12, 90 ARTHUR STREET, NORTH SYDNEY NSW 2060  PO BOX 1994 , NORTH SYDNEY NSW 2059

T: (02) 9922 1166  F: (02) 9922 2044  E: [email protected]  ABN: 19 173 326 199 Liability limited by a scheme approved under the Professional Standards Legislation

DUNCAN DOVICO

Independence

In conducting our audit, we have complied with independence requirements of the Corporations Act 2001 .

Auditor’s Opinion

In our opinion:

  • a) the financial report of Cryosite Limited and its controlled entity is in accordance with the Corporations Act 2001 , including:

  • (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its performance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 ; and

  • b) the consolidated financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

Report on the Remuneration Report

We have audited the Remuneration Report for the year ended 30 June 2011. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion the Remuneration Report of Cryosite Limited for the year ended 30 June 2011, complies with section 300A of the Corporations Act 2001 .

Duncan Dovico Chartered Accountants

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Rosemary Megale Partner

Sydney, 22 August 2011

D U N C A N D O V I C O

C H A R T E R E D A C C O U N T A N T S

LEVEL 12, 90 ARTHUR STREET, NORTH SYDNEY NSW 2060  PO BOX 1994 , NORTH SYDNEY NSW 2059 T: (02) 9922 1166  F: (02) 9922 2044  E: [email protected]  ABN: 19 173 326 199 Liability limited by a scheme approved under the Professional Standards Legislation

CRYOSITE LIMITED – ANNUAL REPORT

ASX Additional Shareholder Information

Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 31 August 2011

Twenty largest shareholders

The names of the twenty largest holders of quoted shares are:

Listed ordinary shares
Number of
shares
% of ordinary
Shares
Bell Potter Nominees Ltd
Cell Care Australia Pty Ltd
Fitel Nominees Limited
Daltonvale Pty Ltd
All State Secretariat Pty Limited
Mr Theo Onisforou
Sentra Investments Pty Ltd
Khaemet Pty Ltd
Mr Alistair David Strong
Mrs Erica Strong
Naron Nominees Pty Ltd
Lost Ark Nominees Pty Limited
HFA Administration Pty Limited
Anadyomene Pty Ltd
Mr Stephen Roberts
Asia Union Investments Pty Ltd
Mr Peter Maurice Seward
Locope Pty Ltd
Wheen Finance Pty Limited
Total
10,570,511
22.66
9,297,381
19.93
2,300,300
4.93
1,980,610
4.25
1,454,584
3.12
1,439,712
3.09
1,254,827
2.69
1,034,918
2.22
950,000
1.82
850,000
2.04
839,416
1.80
602,000
1.29
480,000
1.03
400,000
0.86
389,994
0.84
300,000
0.64
283,764
0.61
275,000
0.59
257,917
0.55
36,032,304
77.26

DISTRIBUTION OF EQUITY SECURITIES

Number of shareholders by size of holding.

Ordinary Shares
Number of
Holders
Number of
Shares
1
1,000
1,001
5,000
5,001
10,000
10,001
100,000
100,001
and over
Total
23
12,339
223`
909,684
63
498,473
138
4,472,521
48
40,476,546
495
46,639,563

63

CRYOSITE LIMITED – ANNUAL REPORT

Substantial shareholders

The names of any substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:

ASX Additional Shareholder Information

Relevant interest

2011 2010
Shareholder No. of shares % of issued capital No. of shares % of issued capital
Cell Care Australia Pty Ltd 9,297,381 19.93 Nil Nil
Mr Theodore Onisforou 4,125,004 8.82 4,115,004 8.82

Voting Rights

All ordinary shares carry one vote per share without restriction.

Number of shareholders holding less than a marketable parcel

The number of shareholders holding less than a marketable parcel of 5,209 shares is 246 and they hold 922,023 shares.

64

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CLINICAL TRIALS LOGISTICS 2011

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www.cryosite.com

  • Private Cord Blood Service

  • Clinical Trial Logistics Service

  • Biorepository Management Service

  • Adult Stem Cell Storage

  • ATCC Distribution

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