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CRYOSITE LIMITED — Annual Report 2016
Aug 23, 2016
64714_rns_2016-08-23_7db091eb-8544-4988-9b81-15b64d2f6437.pdf
Annual Report
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24/8/2016 Company Announcements Office Australian Securities Exchange
Cryosite full year profit result Appendix 4E, Annual report and Dividend announcement
Cryosite (ASX: CTE): Following is the Appendix 4E, Annual Report and dividend announcements.
Operating Result Summary
While revenue increased 3% to $10.1m, profit before tax of $439k was down $168k from the previous corresponding period. The reduction in profit was driven result of decisions made by the Board to continue focusing on its long term strategy of investing in sales, marketing and other initiatives to improve competitiveness in its existing operations and to develop additional revenue streams in new markets to position the Company for continuing growth performance in the following years.
Cash Position
A Company maintains a strong balance sheet with no debt and has $3.7m cash on hand as at 30 June 2016. The Company continues to generate cash flows with $474k cash inflow from operating activities for the period.
Dividends
As a result of the strength of the balance sheet and expected growth in the Company’s operations the directors have determined that an unfranked final dividend of 0.5 (half cent) per share will be paid.
Key dates for the dividend payout are
-
“Ex Dividend Payment” trading commences - 7[th] September 2016
-
“Record Date”- last date for CTE Register - 8[th] September 2016
-
Dividend payment Date - 4[th] October 2016
Stephen Roberts Chair
About Cryosite:
Cryosite (ASX: CTE) is a unique Australian biotech company that pioneered private autologous Cord Blood Banking in 2002, directed allogeneic Family Banking in 2011, and in 2014 has developed methods for the cryopreservation and expansion of Mesenchymal Stem Cells from umbilical cord tissue.
Cryosite also provides specialised Biorepository, Clinical Trials Logistics, Commercial Drug Distribution, contract Cellular Therapies manufacturing and associated consultancy services to commercial clients both within Australia and internationally. Cryosite’s facilities are NATA accredited (ISO15189) and its Cord Blood Stem Cell cryopreservation and storage laboratories are fully licensed by the TGA.
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Cryosite Limited ABN 86 090 919 476 Appendix 4E Full year report
0B Results for announcement to the market
1. Details of Reporting Period
The financial information contained in this report is for the year ended 30 June 2016. Comparative amounts (unless otherwise indicated) relate to the year ended 30 June 2015.
2. Results for Announcement to the Market
| 2. Results for Announcement to the Market | ||||
|---|---|---|---|---|
| $A'000 | ||||
| 2.1 Revenue from ordinary activities: | Up | 3.0% | to | 10,137 |
| 2.2 Profit from ordinary activities after tax attributable | Down | 33.5% | to | 302 |
| to members: | ||||
| 2.3 Net profit for the period attributable to members: | Down | 33.5% | to | 302 |
3. Dividends
The Board of Cryosite has on the 24th August 2016 determined and is pleased to announce the payment of an unfranked dividend of $0.005 (half cent) per ordinary share.
The key dates are:
Ex Dividend Payment: trading commences 7[th] September 2016 Record Date - last date: for CTE share register 8[th] September 2016 Dividend payment Date: 4[th] October 2016
4. Commentary on the results to the market
The audited annual accounts are attached. Please refer to these for full results and commentary.
| 1B5. NTA backing | Previous | |
|---|---|---|
| corresponding | ||
| Current period | Period | |
| Net tangible asset backing per ordinary security | 6.0 cents | 6.7 cents |
8
CRYOSITE LIMITED
ABN 86 090 919 476
Annual Report
for the year ended 30 June 2016
Table of Contents
| Table | of Contents | |
|---|---|---|
| Page | ||
| Corporate | Information | 1 |
| Directors’ | Report | 2 |
| Auditor’s Independence Declaration | 14 | |
| Corporate | Governance Statement | 15 |
| Directors’ | Declaration | 16 |
| Consolidated Statement of Comprehensive Income | 17 | |
| Consolidated Statement of Financial Position | 18 | |
| Consolidated Statement of Changes in Equity | 19 | |
| Consolidated Statement of Cash Flow | 20 | |
| Notes to the Financial Statements | ||
| 1 | Corporate Information | 21 |
| 2 | Summary of Significant Accounting Policies | 21 |
| 3 | Significant Accounting Judgements, Estimates and Assumptions | 31 |
| 4 | Segment Information | 34 |
| 5 | Revenue | 35 |
| 6 | Expenses | 35 |
| 7 | Income Tax | 36 |
| 8 | Earnings Per Share | 38 |
| 9 | Dividends Paid and Proposed | 38 |
| 10 | Cash and Cash Equivalents | 38 |
| 11 | Cash Flow Statement Reconciliation | 39 |
| 12 | Current Assets - Trade and Other Receivables | 39 |
| 13 | Current Assets – Inventories | 40 |
| 14 | Current Assets – Prepayments | 40 |
| 15 | Non-Current - Trade and Other Receivables | 41 |
| 16 | Non-Current Assets – Investments in Subsidiaries | 41 |
| 17 | Non-Current Assets - Plant and Equipment | 42 |
| 18 | Non-Current Assets - Intangible Assets | 42 |
| 19 | Trade and Other Payables | 44 |
| 20 | Current Liabilities – Unearned Income | 44 |
| 21 | Non-Current Liabilities - Unearned Income | 44 |
| 22 | Non-Current Liabilities – Provisions | 45 |
| 23 | Contributed Equity and Accumulated Losses | 46 |
| 24 | Reserves | 46 |
| 25 | Commitments and Contingencies | 46 |
| 26 | Events After Balance Date | 47 |
| 27 | Auditors’ Remuneration | 47 |
| 28 | Related Party Disclosures | 48 |
| 29 | Shared-Based Payments Expense | 48 |
| 30 | Key Management Personnel | 50 |
| 31 | Financial Instruments | 51 |
| 32 | Parent Entity Financial Information | 54 |
| Independent Audit Report | 56 | |
| ASX Additional Shareholder Information | 58 |
CRYOSITE LIMITED – ANNUAL REPORT
Corporate Information
ABN 86 090 919 476
DIRECTORS
Stephen Roberts (Non-Executive Chair) Andrew Kroger(Non-Executive Director) Graeme Moore (Executive Director)
COMPANY SECRETARY
Bryan Dulhunty (CoSA Life Science - Corporate)
REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS
13a Ferndell Street SOUTH GRANVILLE NSW 2142 Telephone: +61 2 8865 2000 Fax: +61 2 8865 2090 Email: [email protected]
SHARE REGISTER
Link Market Services Limited Level 8, 580 George Street SYDNEY NSW, 2000 Telephone: +61 2 8260 7111
AUDITORS
Mazars Risk & Assurance Pty Limited Level 12, 90 Arthur Street NORTH SYDNEY NSW, 2060 Telephone: +61 2 9922 1166
INTERNET ADDRESS
www.cryosite.com www.cryositeservices.com
1
Directors’ Report
The directors present their report together with the financial statements on the consolidated entity (the Group) consisting of Cryosite Limited (the Company) and the entity it controlled for the year ended 30 June 2016.
DIRECTORS
The following people held the office of director during the year
Stephen Roberts (Non-Executive Chair) – appointed 8/12/2015 Andrew Kroger (Non-Executive Director) - appointed 21/11/2011 Christina (Christy) Boyce (Non-Executive Director) - appointed 3/6/2013, resigned 8/12/2015 Graeme Moore (Executive Director) - appointed 22/9/2008
During the year, Andrew Kroger resigned as Non-Executive Chair on 8[th] April 2016 and became a NonExecutive Director. Stephen Roberts was appointed Executive Chair on the 8[th] April 2016 until 8[th] July 2016 and is now Non-Executive Chair having joined the board as a Non-Executive Director on 8[th] December 2015.
Names, qualifications, experience and special responsibilities
Stephen Robert, B. Business, Executive MBA (INSEAD) Non-Executive Chair
Mr Roberts has over 25 year’s business, management and consulting experience in highly successful international companies. Stephen is currently Chair of Growth Farms Australia Ltd and a number of private and unlisted companies. He was on the boards of Cancer Council Australia and New South Wales for nearly a decade and remains on the Social Ventures Leadership Council. His past roles include CEO & Senior partner of Mercer Investments Asia Pacific, Managing Director of Russell Investments Australasia and Senior Vice President of BT Funds Management. Mr Roberts is a Fellow and Graduate of the Institute of Company Directors and is trained as a Chartered Accountant. Mr Roberts was appointed to the Board on 8 December 2015.
Andrew Kroger, BEc. LLB Non-Executive Director
Mr Kroger has had a career in stockbroking, law and general management including two years running Forsayth Group in 1990 which was Australia’s ninth largest gold producer at that time. Mr Kroger is the owner of Process Wastewater Technologies LLC, a company with its major business being in wastewater in the United States. Mr Kroger has a Bachelor of Economics and a Bachelor of Laws from Monash University. Mr. Kroger was appointed to the Cryosite Limited board in November 2011.
Graeme Moore, B.App.Sc (Biomed), MHA, Executive Director
Graeme Moore holds the position of Executive Director Operations and Business Development. Mr Moore has held positions as Chief Operating Officer and Quality and Regulatory Affairs Manager. Mr Moore joined Cryosite in July 2005 after a 20-year career in biomedical science, manufacture of therapeutic goods, quality management and regulatory affairs, including nine years with the Australian Red Cross Blood Service. Mr Moore was appointed to the Board on 22 September 2008.
COMPANY SECRETARY
Bryan Dulhunty, BEc, CA
Company Secretarial Services for Cryosite Limited are provided by CoSA Life Science - Corporate, an independent Company Secretarial firm specialising in the Life science industry.
Mr Dulhunty founded CoSA in 2001 after extensive experience in a major international accounting firm and both large and small publicly listed entities. Mr. Dulhunty is has been Executive Chairman, Managing Director non-executive director and company secretary of a number of listed and unlisted biotechnology companies
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Directors’ Report continued
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 |
|---|---|
| Andrew Kroger | 13,316,906 |
| Stephen Roberts | 644,873 |
EARNINGS PER SHARE
Basic earnings per share 0.64 cents (2015: 0.97 cents) Diluted earnings per share 0.64 cents (2015: 0.96 cents)
DIVIDENDS
A final unfranked dividend for the year ended 30 June 2015 of 0.5 cents per ordinary share was declared and paid during the financial year. An interim unfranked dividend of 0.5 cents per ordinary share in respect of the 2016 financial year was declared and paid during the financial year.
The total dividends declared were $468,597(2015: $702,894). A final dividend of 0.5 cents per ordinary share has been recommended at the date of this report
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
Cryosite (ASX: CTE) is a unique Australian biotech and biologics logistics company. The company’s highly specialised biologics based services are grouped into two business lines – Individualised Consumer Biologics and Scientific Processing and Logistics.
Cryosite pioneered private autologous Cord Blood Banking in 2002, directed allogeneic Family Banking in 2011, and in 2014 has developed and commercialised methods for the cryopreservation of Mesenchymal Stem Cells (MCS’s) from umbilical cord tissue.
Cryosite also provides specialised Bio-repository, Clinical Trials Logistics, Commercial Drug Distribution, contract Cellular Therapies manufacturing and associated consultancy services to commercial clients both within Australia and internationally. Cryosite’s facilities are NATA accredited (ISO15189) and its Cord Blood Stem Cell cryopreservation and storage laboratories are fully licensed by the TGA.
The board recently changed the names of the business segments to better reflect the nature of their operations.
Individualised Consumer Biologics (formerly known as Biological Services)
Biological Services included the private cord blood and tissue banking service, adult stem cell storage, bioarchive & biorepository services and contract GMP manufacturing service.
Scientific Processing and Logistics (formerly known as Warehousing and Distribution)
These services included the clinical trials logistics service and the other storage and distribution based services including the importation and distribution of laboratory diagnostic products.
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Directors’ Report continued
Employees
The consolidated entity has 39 full-time equivalent employees as at 30 June 2016 (2015: 37 employees).
Cryosite recognises the value of diversity in the workplace and is committed to providing equal opportunity for all its staff. Over 54% of current employees are female. Of its 39 employees there are numerous religions and cultures and where possible offer flexible work practices and work life balance as a key retention tool. Cryosite is also committed to providing a workplace free from any form of harassment, bullying and discrimination.
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 $302,466 (2015: $455,170). Revenue increased to $10,136,503 up 3% from 2015 revenue of $9,843,855.
During the year the Company continued its marketing investment across various media areas to build brand awareness and penetration in the cord blood and tissue category and ultimately our market share. The Company’s investment in online media continues to be successful having contributed well to revenue performance of Cord Blood and Tissue this year. Additional investments in the traditional areas of marketing such as exhibitions, conventions and advertising have also been effective. The Company expects to continue to invest in these activities in the future.
In March 2016, the Company acquired a number of assets, including customers and trademarks, from a former competitor Stemlife that was liquidated in February 2016.The Company expects to leverage these assets in the future in conjunction with the Cryosite’s ongoing business.
During the year the Company undertook a review of its IT operating systems which resulted in an initial investment in the invoicing system. The Company plans further investments in this area in 2017 to generate more efficiencies in its operations.
During the year, the Company made changes to its executive team and structure appointing Andrew Shine as CEO replacing Joseph Saad who had left in December 2015. Andrew comes with a strong background in health services having worked with Monash IVF, Icon Cancer Care and Virtus Health in Australia as well as Trinity Biotech in Ireland. Mark Byrne, previously CFO of the listed company Appen, was recently appointed as CFO replacing Mark Marshall who left on the 30[th] June 2016. These changes to the management structure incurred one off costs.
The executive team believe that the current strategies of building our marketing capabilities as well as building partnerships with doctors and hospitals is essential if we are to achieve sustainable growth in the Individualised Consumer Biologics business. The team sees opportunities in the Scientific Processing Logistics business through the building of closer relationships with key customers as well as exploring new areas with this segment.
There are a number of risks and opportunities that continue to face the business moving forward and we envisage 2017 financial year to be one of investment and ongoing consolidation.
The Company generated a positive $474,608 operating cash flow and maintained a healthy cash balance of $3,651,581 at June 30[th] , notwithstanding a $468,596 dividend payment during the year.
REVIEW OF OPERATIONS
During 2016 the Company made significant investments in sales & marketing to improve competitiveness, particularly in the competitive cord blood market. This has resulted in an 3% increase revenue for the company. EBITDA has come in at $1,010,921 (2015: $1,056,275) driven by these marketing and sales costs as well as one-off expenses associated with changes to management.
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Directors’ Report continued
Individualised Consumer Biologics
Cryosite manages three different services within the Individualised Consumer Biologics business.
Cord Blood & Tissue
Cryosite pioneered private banking of cord blood to treat a range of haematological conditions in Australia in 2002. In 2011 Cryosite consolidated its reputation as the industry market leader in 2011 when it obtained the first TGA license for the directed allogeneic release of cord blood (“Family Banking”), and again in 2014 when Cryosite offered patent protected methodology for banking umbilical cord tissue.
During 2015, the combination of expanding the cord tissue business and additional investment in sales and marketing resources has resulted in this services’ revenue growing 15% over last year.
Contract GMP Manufacturing
Cryosite’s expertise in the storage and distribution of temperature controlled biologics and medicines, clinical trials logistics and the Australian regulatory environment, enables the Company to also provide clients with contracted sophisticated storage and distribution options for their manufactured products. These services include contract Good Manufacturing Practice (GMP), manufacturing of specialised cell therapy products and the provision of associated consultancy services.
Revenue and operating profit from contract GMP manufacturing and associated services decreased in 2016 driven by the reduced volume of work from a key client which has downsized its Australian business.
Biorepository
Biorepository services offers specialised GMP level storage, distribution and traceability to clients who have specific material requirements around quality and commercial value which could potentially by compromised by loss of environment control or failure. In additional to a comprehensive range storage options, Cryosite also offers segregation by risk category and value added services including assistance with risk assessment, import, export and containment requirements, temperature controlled distribution and regulatory advice.
Biorepository revenue continues to increase year on year achieving an increase of 11% in 2016 (4% in 2015). The revenue improvement has been primarily driven through the provision of higher value Biorepository services to existing clients, and continued provision of contract manufacturing services to existing clients.
Segment Summary
In summary, Individualised Consumer Biologics revenue results were $5,292,738 (2015: $4,975,847) representing a positive 6% increase driven primarily by the continued success of Cryosite’s new cord tissue service. Overall EBITDA came in at $420,321 (2015: $453,215) down to increased investment in the cord blood and tissue services and reduced profitability from the GMP manufacturing services.
Scientific Processing and Logistics
Historically Cryosite managed two services within the Scientific Processing and Logistics business.
Clinical Trials
Cryosite’s Clinical Trials Logistics service has established itself over many years as a high quality and cost effective partner for local and international clinical trial sponsors (pharmaceutical and biopharmaceutical companies) and Contract Research Organisations (CROs) for the warehousing and distribution of investigational drugs. Cryosite’s expertise in cold, frozen and cryogenic storage and distribution has enabled the Company to successfully support client’s changing needs for management of biologic based drugs, and for these services to comply with applicable international standards.
In 2016 this service grew 12% over 2015 driven by the increase in the number of individual clinical trials under management. The ability to identify and meet client’s demands to support highly customised trials of
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Directors’ Report continued
increasing complexity, and the provision of value added services, that has enabled Clinical Trials operations to maintain their profitability over the last 12 months and grow 8%.
Commercial Drug Distribution
This business was severely affected by the discontinuation of several major client contracts in specific personal biologics segment of adult stem processing and storage. Cryosite is engaging in market wide consultation to support the re-emergence of this service. We remain a preferred supplier of high value drug logistical services to the world’s major pharmaceutical companies.
Segment Summary
The overall segment revenue for 2016 was $4,843,765 (2015: $4,868,008) and EBITDA of $590,600 (2015: $603,060).
BUSINESS GROWTH AND OUTLOOK
Competitive Environment
Business outlook summary
Cryosite is in a unique position offering the following services within the -
Individualised Consumer Biologics business
-
Cord Blood and Tissue Banking
-
Contract GMP Manufacturing
-
Biorepository Services
Scientific Processing and Logistics business
-
Clinical Trial Logistics
-
Commercial Drug Distribution
And biological scientific and logistical consulting services
No other company in our segments offers the same array of services under the one roof.
In the Cord Blood and Tissue market there is one major competitor which is privately owned companies. The best information we have at our disposal suggests that Cryosite is the second largest player in cord blood and tissue banking with a market share of approximately 35%.
Total Market penetration for the category is around 1% of the annual birth rate. Cryosite’s penetration is around 0.3%. Our challenge as a business and as a category is to reach the penetration levels of other developed countries which ranges between 3-5%. Awareness levels are still relatively low for the category.
As stated the market has been relatively static over the past 10 years. Outside of peaks in the birth rate driven by Government incentives such as the baby bonus, the category has been relatively stable and inherently linked to the national birth rate. One off competitor events such as discounting, the introduction of tissue banking and family banking has resulted in market share movement from one player to the other but has not resulted with real category growth.
The executive team believes that the current course of building our marketing capabilities as well as investing further into building stronger relationships with professional stakeholders is essential in the short term to grow the business, and see the 2016 financial year of one of consolidation of this platform. There are a number of risks and opportunities that continue to face the business moving forward but at this stage we envisage some growth in our Cord Blood and Tissue business.
While traditional operations within both the Individualised Consumer Biologics and the Scientific Processing and Logistics segments will be subject to an increasingly competitive business environment during 2016, both segments are expected to provide incremental organic growth due to the pursuit of new clients in these areas.
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Directors’ Report continued
Of note was the acquiring of a number of smaller new accounts which has assisted in minimising the loss of other distribution business.
The past year has seen Cryosite identify and implement new initiatives in both our Individualised Consumer Biologics and the Scientific Processing and Logistics segments. The Individualised Consumer Biologics segment now provides cord tissue MSC banking to parents, and specialised contract GMP manufacturing and associated consultancy services to therapeutic and regenerative medicine companies involved in the development and commercialisation of proprietary technologies. The Scientific Processing and Logistics segment now provides specialised commercial drug distribution. The development and launch of our Corporate Website in the first half of the new financial year will also increase our exposure to potential clients as well as providing a platform to implement an outreach program. These initiatives are expected to position the Company to maintain growth in the longer term.
SHARE OPTIONS
As at the date of this report, there were nil (2015: 300,000) unissued ordinary shares under options. 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
Other than detailed in the above there were no significant changes in the state of affairs of the Group during the year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
It should be noted that Graeme Moore is serving out a period of notice and his employment will end on 6 October 2016. He remains a director.
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 the Company to strengthen its market position during the next financial year.
ENVIRONMENTAL REGULATIONS
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 Department of Agriculture, Fisheries and Forestry (DAFF), the NSW Department of Health, and the Office of the Gene Technology Regulator (OGTR). Additionally, the Company must comply with the quality system requirements of many of its customers. The Company has implemented a company-wide quality management system to ensure that it meets or exceeds the requirements of all these interests. Cryosite also holds accreditation for ISO 15189 (Medical Laboratories) from the Australian National Association of Testing Authorities (NATA).
There have been no significant known breaches of the consolidated entity’s licence conditions or any regulations to which it is subject. The Company, to the best of its knowledge, is not subject to any specific environmental regulations.
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 and tissue 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
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Directors’ Report continued
viability. As referred to in other parts of this report, Cryosite is committed to mitigating risks in this area by the implementation and maintenance of a company-wide Quality Management System.
INSURANCE OF DIRECTORS AND OFFICERS
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 insurance policy and confirming the individual Directors’ and Officers’ right to access board papers and other Company documents. In return, the individual Directors and Officers have 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 three executives in the Parent and the Group receiving the highest remuneration.
This has been audited by Mazars Risk & Assurance Pty Limited and is included within the scope of the audit report on pages 9-12.
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 or CEO. Any additional compensation is determined by the Board as deemed appropriate.
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.
Any options that have vested will be forfeited, if not exercised, within three months of cessation of employment. The Company may terminate the employee's 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 but not been exercised will be forfeited.
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Directors’ Report continued
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:-
Stephen Roberts Chair (Non-executive) (appointed 8/12/2015) Andrew Kroger Director (Non-executive) Christina Boyce Director (Non-executive) (resigned 8/12/2015) Joseph Saad Chief Executive Officer (resigned 18/12/2015) Andrew Shine Chief Executive Officer (appointed 14/6/2016) Graeme Moore Executive Director Mark Marshall Chief Financial Officer (resigned 30/6/2016) Mark Byrne Chief Financial Officer (appointed 20/6/2016)
Due to the relatively small number of employees, apart from Joseph Saad, Graeme Moore, Mark Marshall, Andrew Shine and Mark Byrne, there were or are no other executives having authority and responsibility for planning, directing and controlling the activities of the entity either directly or indirectly during the current year.
COMPENSATION FOR KEY MANAGEMENT PERSONNEL
| Year Ended 30 June 2016 Non-Executive Directors Andrew Kroger Christina Boyce Stephen Roberts (1) Subtotal: non-executive directors Executive directors Graeme Moore Other Key management personnel Joseph Saad (2) Mark Marshall (2) Andrew Shine (2) Mark Byrne (2) Subtotal executive KMP Total |
Short Term Benefits Post-employment benefits Other long term benefits Share based payments Termination benefits Total |
|---|---|
| Salary & Fees Other Cash benefits Superannuation Long service leave Options $ $ $ $ $ $ $ |
|
| 72,500 - 6,888 - - - 79,388 26,087 - 2,478 - - - 28,565 78,721 - 7,478 - - - 86,199 |
|
| 177,308 - 16,844 - - - 194,152 |
|
| 205,434 - 21,290 18,675 - - 245,399 53,055 - 11,175 - - 75,962 140,191 159,700 - 15,171 - - - 174,871 10,045 - 954 - - - 11,000 6,322 - 601 - - - 6,923 |
|
| 229,122 - 27,901 - - 75,962 332,985 |
|
| 611,864 - 66,036 18,675 - 75,962 772,536 |
(1) Includes $46,326 (inclusive superannuation) payment made during the year for additional executive services
(2) Where directors or key personnel resigned or were appointed during the year payments shown above are the period served.
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Directors’ Report continued
| Year Ended 30 June 2015 Non-Executive Directors Andrew Kroger Christina Boyce Subtotal: non-executive directors Executive directors Graeme Moore (1) Other Key management personnel Joseph Saad (2) Mark Marshall Subtotal executive KMP Total |
Short Term Benefits Post-employment benefits Other long term benefits Share based payments Termination benefits Total |
|---|---|
| Salary & Fees Other Cash benefits Superannuation Long service leave Options $ $ $ $ $ $ $ |
|
| 75,000 - 7,125 - - - 82,125 60,000 - 5,700 - - - 65,700 |
|
| 135,000 - 12,825 - - - 147,825 |
|
| 263,237 16,500 25,007 10,030 - - 314,774 108,974 - 10,353 - - - 119,327 116,900 - 33,443 - - - 150,343 |
|
| 225,874 - 43,796 - - - 269,670 |
|
| 624,111 16,500 81,628 10,030 - - 732,269 |
(1) Includes one-off $87,055 payment made during the year as recognition for the period Mr Moore served as interim CEO
(2) Where directors or key personnel resigned or were appointed during the year payments shown above are the period served.
OPTIONS GRANTED AS PART OF REMUNERATION FOR THE YEAR ENDED 30 JUNE 2016
There were no options granted during the year (2015: Nil).
OPTION HOLDINGS OF KEY MANAGEMENT PERSONNEL
| Graeme Moore Total No. * - No. |
|
|---|---|
| Balance held at 1 July 2015 300,000 - 300,000 Balance held at 30 June 2016 300,000 - 300,000 Options issued under the Employee Share Options Scheme. Graeme Moore Total No. ** - No. |
300,000 - 300,000 |
| 300,000 - 300,000 |
|
| Balance held at 1 July 2014 Balance held at 30 June 2015 |
300,000 - 300,000 |
| 300,000 - 300,000 |
- Options issued under the Employee Share Options Scheme.
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Directors’ Report continued
OPTIONS VESTED OF KEY MANAGEMENT PERSONNEL
| Graeme Moore Total No. - No.* |
|
|---|---|
| Balance vested at 1 July 2015 Options expired Balance vested at 30 June 2016 Exercisable |
300,000 - 300,000 (300,000) (300,000) |
| - - - |
|
| - - - |
- Options issued under the Employee Share Options Scheme.
| Graeme Moore Total No. -* No. |
|
|---|---|
| Balance vested at 1 July 2014 Options exercised Balance vested at 30 June 2015 Exercisable |
300,000 - 300,000 - - - |
| 300,000 - 300,000 |
|
| 300,000 - 300,000 |
- Options issued under the Employee Share Options 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.
During the year, the last options associated with this plan expired and the plan no longer exists. Details of the plan are outlined in Note 29 of the Accounts.
11
Directors’ Report continued
SHAREHOLDINGS OF KEY MANAGEMENT PERSONNEL
| Shares held in Cryosite Limited |
Balance 1st July 2015 Balance on appointment / (resignation) On market purchases Balance 30 June 2016 Ord Ord Ord Ord |
|---|---|
| Andrew Kroger Stephen Roberts (1) Christina Boyce (1) Graeme Moore Joseph Saad Mark Marshall Andrew Shine Mark Byrne |
11,975,816 - 1,341,090 13,316,906 644,873 644,873 - 644,873 100,637 139,830 149,202 289,032 - - - - - - - - - - - - - - - - - - - - |
| 12,721,326 784,703 1,490,292 14,250,811 |
| Shares held in Cryosite Limited | Balance 1st July 2014 Balance on appointment / (resignation) On market purchases Balance 30 June 2016 Ord Ord Ord Ord |
|---|---|
| Andrew Kroger Christina Boyce Graeme Moore Joseph Saad Mark Marshall |
11,706,943 - 268,873 11,975,816 60,636 - 40,000 100,636 - - - - - - - - - - - - |
| 11,767,579 - 308,873 12,076,452 |
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, 19 meetings of directors were held. Attendances were as follows:
| Directors | Directors Meetings Eligible to attend |
Directors Meetings Eligible attended |
|---|---|---|
| Andrew Kroger | 19 | 19 |
| Stephen Roberts | 14 | 14 |
| Christina Boyce | 5 | 5 |
| Graeme Moore | 19 |
17 |
12
Directors’ Report continued
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 has 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 14 of this report.
No director of Cryosite is currently or was formerly a partner of Mazars Risk and Assurance Pty Ltd.
Non-audit services were provided by the entity’s auditor, Mazars Risk and Assurance Pty Ltd 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 2001.
The directors are of the opinion that the services disclosed in Note 27 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:
- All non-audit services have been reviewed and approved to ensure that they do not impact the integrity or objectivity of the auditor;
None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing economic risks and rewards.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
Stephen Roberts Chair
Date: 24[th] August 2016
13
==> picture [190 x 47] 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 2016 there has been:
-
(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 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.
MAZARS RISK & ASSURANCE PTY LIMITED
==> picture [143 x 65] intentionally omitted <==
Rosemary Megale Director
Sydney, 24th August 2016.
MAZARS RISK & ASSURANCE PTY LIMITED ABN: 39 151 805 275
LEVEL 12, 90 ARTHUR STREET, NORTH SYDNEY NSW 2060 PO BOX 1994, NORTH SYDNEY NSW 2059 TEL: +61 2 9922 1166 - FAX: +61 2 9922 2044 EMAIL: [email protected]
==> picture [72 x 42] intentionally omitted <==
LIABILITY LIMITED BY A SCHEME, APPROVED UNDER THE PROFESSIONAL STANDARDS LEGISLATION
Corporate Governance
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 Board of Cryosite approved an updated series of policies and charters in line with the amendments to the ASX Principles. The Company’s policies and charters together form the basis of the Company’s governance framework were in place for the financial year ended 30 June 2015 and to the date of signing of the directors’ report.
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).
15
Directors Declaration
-
(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 2016 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 2016.
On behalf of the Board
Stephen Roberts Chair
Date: 24th August 2016
16
Consolidated Statement of Profit and Loss and Other Com rehensive Income p
| Comprehensive Income | |
|---|---|
| FOR THE YEAR ENDED 30 June 2016 Notes |
2016 2015 $ $ |
| Sale of goods and rendering of services Other revenue 5 Revenues Expenses Finance costs 6(a) Costs of providing services Marketing expenses Occupancy expenses Administration expenses Total expenses Profit from continuing operations before income tax Income tax (expense) benefit 7 Profit from continuing operations after income tax Net Profit attributable to members of the company Other comprehensive income Shares options expired Other comprehensive income for the year, net of tax Total comprehensive income 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 |
10,043,674 9,594,375 92,829 249,480 10,136,503 9,843,855 - (2,420) (6,021,042) (5,395,655) (551,900) (693,806) (552,403) (628,515) (2,571,893) (2,516,889) (9,697,238) (9,237,285) 439,265 606,570 (136,799) (151,400) 302,466 455,170 302,466 455,170 239,118 - - - 541,584 455,170 Cents Cents 0.64 0.97 0.64 0.96 |
The above consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying notes.
17
Consolidated Statement of Financial Position
| AS AT 30 June 2016 Notes |
2016 2015 $ $ |
|---|---|
| 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 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 Trade and other payables 19 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 |
3,651,581 4,167,302 2,875,562 1,752,492 119,986 90,459 290,457 255,688 |
| 6,937,586 6,265,941 |
|
| 636,996 560,502 312,976 449,776 1,206,049 1,456,641 563,672 389,895 |
|
| 2,719,693 2,856,814 |
|
| 9,657,279 9,122,755 |
|
| 1,109,743 882,308 369,890 347,165 480,020 532,344 |
|
| 1,959,653 1,761,817 |
|
| 442,000 442,350 3,611,598 3,108,217 265,723 265,936 |
|
| 4,319,321 3,816,503 |
|
| 6,278,974 5,578,320 |
|
| 3,378,305 3,544,435 |
|
| 5,861,788 5,861,788 - 239,118 (2,483,483) (2,556,471) |
|
| 3,378,305 3,544,435 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
18
Consolidated Statement of Changes in Equity
| FOR THE YEAR ENDED 30 June 2016 CONSOLIDATED At 1 July 2015 Total comprehensive income for the year Transactions with owners in their capacity as owners Share options expired Equity dividends declared At 30 June 2016 At 1 July 2014 Total comprehensive income for the year Transactions with owners in their capacity as owners Return of Capital Equity dividends declared At 30 June 2015 |
Attributable to equity holders of the company Contributed capital Accumulated losses Share options reserves Total equity $ $ $ $ |
Attributable to equity holders of the company Contributed capital Accumulated losses Share options reserves Total equity $ $ $ $ |
|---|---|---|
| 5,861,788 (2,556,471) - 541,584 - - - (468,596) |
239,118 3,544,435 - 541,584 (239,118) (239,118) - (468,596) |
|
| 5,861,788 (2,483,483) |
- 3,378,305 |
|
| 8,204,766 (2,308,747) - 455,170 (2,342,978) - - (702,894) |
239,118 6,135,137 - 455,170 - (2,342,978) - (702,894) |
|
| 5,861,788 (2,556,471) |
239,118 3,544,435 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
19
Consolidated Statement of Cash Flows
| FOR THE YEAR ENDED 30 June 2016 Notes |
2016 2015 $ $ |
|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers inclusive of GST Payments to suppliers and employees inclusive of GST Interest received Interest paid Net cash flows from operating activities 11 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of plant and equipment 17 Disposal of leasehold improvements Purchase of Stemlife assets Software Development Costs Interest received – term deposits Net cash flows (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Equity dividend paid Return of Capital Net cash flows (used in) financing activities Net (decrease)/ increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 10 |
8,923,985 10,373,020 (8,459,308) (9,016,280) 9,931 62,582 - (2,420) |
| 474,608 1,416,902 |
|
| (386,426) (485,161) - 5,000 (152,763) - (48,402) (146,139) 82,897 153,348 |
|
| (504,694) (472,952) |
|
| (485,635) (685,863) - (2,342,978) |
|
| (485,635) (3,028,841) |
|
| (515,721) (2,084,891) 4,167,302 6,252,193 |
|
| 3,651,581 4,167,302 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
20
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
1 CORPORATE INFORMATION
The financial report of Cryosite Limited and the controlled entity (the Group) for the year ended 30 June 2016 was authorised for issue in accordance with a resolution of the directors on 24[th] August 2016.
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 financial report complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(b) Changes in accounting policy, accounting standards and interpretations.
(i) New standards effective
The accounting policies adopted are consistent with those of the previous financial years except the following which the Group adopted from 1 July 2015:
-
AASB 2015-3 Amendments to Australian Accounting Standards arising from Withdrawal of AASB 1031 Materiality
-
This amendment completes the withdrawal references of AASB 1031 in all Australian Accounting Standards and Interpretations, allowing that Standard to be effectively withdrawn.
The adoption of this standard did not have any impact on the current period or any prior period and is not likely to affect future periods.
21
FOR THE YEAR ENDED 30 June 2016
Notes to the Financial Statements
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(ii) Standards and Interpretations in issue not yet adopted
At the date of authorisation of the financial statements, the Standards and Interpretations that were issued but not yet effective are listed below:
| effective are listed below: | ||
|---|---|---|
| Effective date | Expected to be | |
| (annual periods | initially applied in | |
| beginning | the financial year | |
| **Standard/Interpretation ** | on or after) | ending |
| AASB 9 Financial Instruments and the relevant amending | 1 January 2018 | 30 June 2019 |
| standards | ||
| AASB 15 Revenue from Contracts with Customers, | 1 January 2017 | 30 June 2019 |
| AASB 2014-5, Amendments to Australian Accounting | ||
| Standards arising from AASB 15 and AASB 2015-8 | ||
| Amendments to Australian Accounting Standards – | ||
| Effective date of AASB 15 | ||
| AASB 16 Leases | 1 January 2019 | 30 June 2020 |
| AASB 2014-3 Amendments to AAS – Accounting for | 1 January 2016 | 30 June 2017 |
| Acquisitions of Interests in Joint Operations | ||
| AASB 2014-4 Amendments to AAS – Classification of | 1 January 2016 | 30 June 2017 |
| Acceptable Methods of Depreciation and Amortisation | ||
| AASB 2014-9 Amendments to AAS – Equity Method in | 1 January 2016 | 30 June 2017 |
| Separate Financial Statements | ||
| AASB 2015-1 Amendments to AAS – Annual | 1 January 2016 | 30 June 2017 |
| Improvements to Australian Accounting Standards 2012- | ||
| 2014 Cycle | ||
| AASB 2015-2 Amendments to AAS – Disclosure Initiative: | 1 January 2016 | 30 June 2017 |
| Amendments to AASB 101 | ||
| AASB 2015-5 Amendments to AAS – Investment Entities | 1 January 2016 | 30 June 2017 |
| Applying the Consolidation Exception | ||
| AASB 2016-1 Amendments to Australian Accounting | 1 January 2017 | 30 June 2018 |
| Standards – Recognition Deferred Tax Assets for | ||
| Unrealised Losses | ||
| AASB 2016-2 Amendments to Australian Accounting | 1 January 2017 | 30 June 2018 |
| Standards – Disclosure Initiative: Amendments to AASB | ||
| 107 |
22
FOR THE YEAR ENDED 30 June 2016
Notes to the Financial Statements
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(c) Basis of consolidation
The consolidated financial statements comprise the financial statements of Cryosite Limited and its subsidiary (‘the Group’) as at 30 June each year.
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
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.
(d) 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.
(e) 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 and 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: | 2016 | 2015 |
|---|---|---|
| - Leasehold improvements: | Lease term | Lease term |
| Plant and equipment: | ||
| - Fixtures and fittings | 5 – 10 years | 5 – 10 years |
| - Information technology | 2 - 3 years | 2 - 3 years |
| - Warehouse equipment | 4 - 10 years | 4 - 10 years |
| - Office furniture and equipment |
2.5 – 8 years | 2.5 – 8 years |
| Plant and 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.
23
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(f) 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 Board.
(g) Intangible assets
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit or loss as the expense category that is consistent with the function of the intangible assets.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Licence fees
Where licences are acquired for the purposes of assisting in research and development or for the entity’s use of patented techniques or processes in conducting operations, the costs are capitalised. Licenses acquired during the financial year have been assessed as having a useful life in line with that of the underlying patent and associated methodologies.
Software development
Software development costs are capitalised at the direct costs and amortised on a straight line basis over the period of their expected benefit being their finite life of 3 years. Amortisation starts at the time that the technology is activated and is used by both internal and external customers. The capitalised costs of platform technology include the direct costs of external consultants and any supporting software acquired from a third party.
Intellectual Property
The costs of the Stemlife assets are capitalised and amortised on a straight line basis over the period of their expected benefit being their finite life of 9 years. Amortisation starts at the time of the acquisition. These costs include the direct costs paid to Stemlife for the assets and the legal fees incurred in the transaction.
The assessment of useful life is reviewed annually by the Board to determine whether the assumptions made continue to be appropriate and supportable. If not, the useful life assessment is changed on a prospective basis.
(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.
24
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
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 24 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 13.9% (2015: 13.9%).
(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 provisions 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 nonaccumulating 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.
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 the 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.
25
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(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.
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.
In the case where outstanding equity-settled awards have expired, the relevant amounts in respect to these awards in the share option reserves are transferred to retained earnings.
(o) Leases
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 straight-line 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.
26
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(p) 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 service to the customers.
-
Revenue from cord blood and tissue 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.
-
Dividends: revenue is recognised when the Company’s right to receive the payment is established.
(q) 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
27
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
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.
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
(q) Income tax and other taxes continued
- 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.
(r) Contributed equity
Contributed capital bares 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.
(s) Share options reserve
The share options reserve captures the equity component of the company’s equity settled transactions of the share based payments schemes.
(t) 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
28
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
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 impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
(u) 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.
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.
(v) Fair value measurement
The Group measures financial instruments at fair value at each balance sheet date. Fair values of financial instruments measured at amortised cost are disclosed at Note 31.
Fair value is the price that would be received to sell an asset or pair to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
In the principle market for the asset or liability; or
-
In the absence of a principal market, in the most advantageous market for the asset or liability accessible to the Group.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in the highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
For the purpose of fair value disclosure, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy.
29
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(w) Current versus non-current classification
The Group presents assets and liabilities in statement of financial position based on current/non-current classification.
-
An asset as current when it is:
-
Expected to be realised or intended to sold or consumed in normal operating cycle;
-
Held primarily for the purpose of trading;
-
Expected to be realised within 12 months after the reporting period, or
-
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
-
A liability is current when:
-
It is expected to be settled in normal operating cycle;
-
It is held primarily for the purpose of trading;
-
It is due to be settled within 12 months after the reporting period, or
-
There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
30
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
3 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates 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 and estimates under different assumptions and conditions.
Management has identified the following critical accounting estimates and judgements:
Capitalised Development Costs
Initial capitalisation of development costs is based on management’s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefit. At 30 June 2016, the carrying amount of capitalised development costs was $133,309 (2015: $104,339).
Revenue Recognition - Long Term Cord Blood Storage Contracts
Long term cord blood storage contracts involve the calculation of an estimate of the costs of providing the storage service over the term of the contract. As these contracts are long term in nature, estimates are required in respect of the following:
-
Cost of provision of up front service;
-
Cost of provision of ongoing long term storage service; and
-
Interest component in relation to deferred payment.
These calculations impact the overall balance of revenue, unearned revenue and debtors at year end. In determining these amounts, a present value calculation is performed in respect of the deferred components of the contract, which involves the determination of an appropriate discount rate. The estimate of the discount rate is reviewed on an annual basis by the directors to ensure that it is reasonable and reflective of current risks and returns.
Further, in determining the costs of providing these services, the incremental costs incurred in the storage of cord blood is assessed and reviewed annually and forms the basis upon which the amount of revenue and profit is recognised.
Revenue Recognition - Long Term Tissue Storage Contracts
Long term tissue storage contracts involve the calculation of an estimate of the costs of providing the storage service over the term of the contract. As these contracts are long term in nature, estimates are required in respect of the following:
-
Cost of provision of up front service;
-
Cost of provision of ongoing long term storage service; and
-
Interest component in relation to deferred payment.
These calculations impact the overall balance of revenue, unearned revenue and debtors at year end. In determining these amounts, a present value calculation is performed in respect of the deferred components of the contract, which involves the determination of an appropriate discount rate. The estimate of the discount rate is reviewed on an annual basis by the directors to ensure that it is reasonable and reflective of current risks and returns.
In determining the costs of providing these services, the incremental costs incurred in the storage of tissue is assessed and reviewed annually and forms the basis upon which the amount of revenue and profit is recognised.
31
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
3 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS CONTINUED
Taxation
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws and the amount and timing of future taxable income. 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 un recouped 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 dependent on the generation of sufficient future taxable profits.
The Group has $272,591 unconfirmed (2015: $647,472) tax losses carried forward and recognised on the statement of financial position. 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 or assets 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.
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 and their residual values 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. The estimated useful life of licenses acquired has been based upon the useful life of the patents and associated methodologies underpinning the license. The assessment of useful life is reviewed annually by the Board to determine whether the assumptions made continue to be appropriate and supportable given the license conditions and underlying patents. If the useful life assessment is assessed as inappropriate, either due to a change in license conditions or patents, it is changed on a prospective basis.
As at 30 June 2016 the Board has assessed a finite life on the license fee in line with the underlying patents and associated methodologies which are reviewed on a regular basis.
Long Service Leave Provision
The liability for long service leave is recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.
32
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
3 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS CONTINUED
Make Good Provisions
A provision has been made for the present value of anticipated costs for future restoration of 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. The appropriateness of the make good provision is assessed annually.
Impairment of Receivable Balances
Included in the receivable balance at year end is an allowance for impairment loss of $92,603 (2015: $90,000). A provision is recognised when there is objective evidence that an individual receivable is impaired. The provision for impairment if receivable requires a degree of estimation and judgement. The level of the provision is regularly assessed and takes into account client activity with the group, ageing of receivables, historical collections and other specific knowledge of the individual debtor.
Impairment of Non-Financial Assets other than Indefinite Life Intangible Assets
The Company assesses impairment of non-financial assets other than indefinite life intangible assets at each reporting date by evaluating conditions specific to the Company and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Acquisition of Stemlife Cord Blood Storage Contracts
During the year, the Company acquired a number of assets from a third party in liquidation, Stemlife, which included a trademark, website and customer contracts. Management has defined this as an asset acquisition due to the nature of the asset agreement with Stemlife and the fact that the Company is not acquiring an ongoing business. All future business from the customer contracts will be generated through the Company and not Stemlife which is a third party entity.
Management has reviewed these assets and determined that, for the purposes of valuation, the customer contracts acquired reflect the true value of the acquisition as to date the trademark has not been used and the website has been disconnected. These customer contracts have been valued at the original cost and amortised over 9 years based on the estimated useful life of the benefits associated with these customer contracts. This useful life was determined after taking into the length and aging of the customer contracts. An impairment test has been performed using a value-in-use calculation, which incorporated a number of key estimates and assumptions. outlined in Note 18.
33
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
4 SEGMENT INFORMATION
Identification of Reportable Segments
The consolidated entity is organised into two operating segments; Individualised Consumer Biologics (formerly known as Biological Services) and Scientific Processing and Logistics (formerly known as Warehousing & Distribution). These operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers “CODM”) in assessing performance and in determining the allocation of resources.
There is no financial impact due to the change in name of the segments.
The CODM reviews EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is at least on a monthly basis.
| 30 June 2016 - Consolidated Total segment revenue Segment profit before ITDA 30 June 2015 - Consolidated Total segment revenue Segment profit before ITDA Total Segment assets 30 June 2016 30 June 2015 |
Individualised Consumer Biologics Scientific Processing and Logistics Total $ $ $ |
|---|---|
| 5,292,738 4,843,765 10,136,503 |
|
| 420,322 590,600 1,010,921 |
|
| 4,975,847 4,868,008 9,843,855 |
|
| 453,215 603,060 1,056,275 |
|
| 5,945,593 3,711,683 9,657,276 |
|
| 5,466,078 3,656,676 9,122,754 |
A reconciliation of operating EBITDA is provided as follows:
| Operating EBITDA Interest revenue Depreciation and amortisation Finance costs Profit before tax |
Consolidated 30 June 2016 30 June 2105 $ $ |
|---|---|
| 1,010,921 1,056,275 92,829 210,457 (664,485) (657,742) 0 (2,420) |
|
| 439,265 606,570 |
34
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
5 REVENUE
Consolidated
| Revenue Sale of goods and rendering of services Other Revenue R & D Tax Offset Interest income Total other revenue 6 EXPENSES (a) Finance costs Interest - insurance premium funding (b) Lease payments Lease payments-operating leases (c) Employee benefits expense Wages and salaries Superannuation costs (d) Depreciation- Plant & Equipment Depreciation – plant & equipment 17 (e) Amortisation of Intangibles Amortisation of Intangibles 18 |
30 June 2016 30 June 2015 $ $ |
|---|---|
| 10,043,674 9,594,375 |
|
| - 39,023 92,829 210,457 |
|
| 92,829 249,480 |
|
| 10,136,503 9,843,855 |
|
| - 2,420 |
|
| 366,710 382,972 |
|
| 3,033,382 3,109,402 274,379 288,979 |
|
| 3,307,761 3,398,381 |
|
| 637,017 646,188 |
|
| 27,388 11,554 |
35
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
7 INCOME TAX
(a) Income tax expense
The major components of income tax are:
| Statement of comprehensive income Current income tax expense R&D tax offset Income tax expense reported in the statement of comprehensive income |
Consolidated 30 June 2016 30 June 2015 |
|---|---|
| (136,799) (153,597) - 2,197 |
|
| (136,799) (151,400) |
(b) Numerical reconciliation between aggregate tax expense recognised in the statement of comprehensive income and tax expense calculated per the statutory income tax rate
A reconciliation between tax 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 Income tax calculated at 30% (2015: 30%) Other items (net) Income tax (expense) benefit (c) Recognised deferred tax assets and liabilities Deferred income tax at 30 June relates to the following Deferred income tax assets Post-employment benefits Superannuation contributions Provision for tax and audit fees Provision for doubtful debts Impairment and depreciation of plant & equipment for book purposes Amortisation of Section 40-880 - uniform capital allowances Losses available for offset against future taxable income Amortisation of intangibles (Intellectual Property) Deferred tax liabilities Consumables Net deferred tax assets |
439,265 606,570 |
|---|---|
| (131,779) (181,971) (5,020) 30,571 |
|
| (136,799) (151,400) |
|
| 163,309 173,958 - (9) 15,300 14,922 27,781 27,000 57,898 58,082 - 6,649 81,777 194,242 2,907 2,070 |
|
| 348,972 476,914 (35,996) (27,138) |
|
| 312,976 449,776 |
36
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
7 INCOME TAX CONTINUED
(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 expense (benefit).
(e) Tax losses
The Group has unconfirmed tax losses arising in Australia of $272,591 (2015: $647,472) that are available for offset against future taxable profits of the company. The deferred income tax asset of $81,777 (2015: $194,247) arising from these losses has been brought to account in its entirety at reporting date, as realisation of the benefit is now regarded as probable.
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 deed which will, in the opinion of the directors, limit the joint and several liability of the wholly-owned entities in the case of default by the head entity Cryosite Limited. The tax sharing deed was signed on 12 May 2011.
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.
| 8 EARNINGS PER SHARE The following reflects the income used in the basic and diluted earnings per share computations: Basic earnings per share (from continuing operations) Diluted earnings per share (from continuing operations) Basic EPS disclosure Earnings used in EPS calculation Net profit attributable to ordinary equity holders of the parent Weighted average number of ordinary shares for basic earnings per share |
Consolidated 2016 2015 $ $ |
|---|---|
| 0.64 0.97 0.64 0.96 |
|
| 302,466 455,170 302,466 455,170 |
|
| No of shares. No of shares. |
|
| 46,859,563 46,859,563 |
37
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
| 8 EARNINGS PER SHARECONTINUED Diluted EPS disclosure Earnings used in diluted EPS calculation Net profit attributable to ordinary equity holders of the parent Diluted EPS disclosure continued Weighted average number of ordinary shares for basic earnings per share Shares deemed to be used for no consideration – options Weighted average number of ordinary shares used in the calculation of diluted EPS |
Consolidated 2016 2015 $ $ |
|---|---|
| 302,466 455,170 302,466 455,170 |
|
| No of shares. No of shares. |
|
| 46,859,563 46,859,563 124,932 300,000 |
|
| 46,984,495 47,159,563 |
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 | ||
|---|---|---|
| Consolidated | ||
| 2016 | 2015 | |
| Declared and paid during the year: | $ | $ |
| Declared | ||
| Final unfranked dividend | ||
| 0.5 cents per share for 2016 (1.0 cents per share for | ||
| 2014) | 234,298 | 468,596 |
| Interim unfranked dividend | ||
| 0.5 cents per share for 2016 (0.5 cents per share for | ||
| 2015) | 234,298 | 234,298 |
| Total Declared | 468,596 | 702,894 |
| Total Dividends Paid | 485,636 | 685,863 |
| No further dividends have been declared or recommended at the date of this report. | ||
| 10 CASH AND CASH EQUIVALENTS |
||
| Cash at bank and on hand | 583,913 | 489,605 |
| Short-term deposits | 3,067,668 | 3,677,697 |
| **3,651,581 ** | 4,167,302 |
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 six 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 $3,651,581 (2015: $4,167,302).
Reconciliation of cash
For purposes of the Statement of Cash Flow, cash and cash equivalents as at 30 June 2016 and the prior year are as shown above.
38
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
11 STATEMENT OF CASH FLOW RECONCILIATION
Reconciliation of the net profit after tax to the net cash flows from operations
| Net profit Less: Transfer to investing activities Adjustments for non-cash items Depreciation and amortisation of non-current assets (Decrease) Increase in employee benefits – LSL Changes in assets and liabilities (Increase) Decrease in trade and other receivables Increase in inventory Increase in other assets Decrease in deferred tax asset Increase (Decrease) in trade and other creditors Increase in unearned income Increase (Decrease) in allowance for impairment loss on trade Receivables (Decrease) Increase in employee benefits – annual leave Net cash flow from operating activities 12 CURRENT ASSETS – TRADE AND OTHER RECEIVABLES Trade receivables Allowance for impairment loss (a) Other receivables Carrying amount of trade and other receivables |
Consolidated | |
|---|---|---|
| 2016 2015 $ $ |
||
| 302,466 455,170 (82,897) (153,348) 664,405 652,742 (11,132) 43,993 (1,202,167) 417,112 (29,528) (28,475) (34,767) (111,223) 136,800 153,597 227,086 (166,267) 526,107 141,970 2,603 (36,619) (24,366) 48,250 |
||
| 474,608 1,416,902 |
||
| 2,760,521 1,716,790 (92,603) (90,000) |
||
| 2,667,918 1,626,790 207,644 125,702 |
||
| 2,875,562 1,752,492 |
(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 12 to 24 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 the allowance was increased by $2,603 (2015: decreased by $36,619) after bad debts written off during the year reflecting an improvement in collections. When there is an impairment loss, it has been included in the administration expense item. No individual debtor amount within the impairment allowance at year end is material.
Movements in the provision for impairment loss were as follows:
| At the beginning of the year Increase/(reduction) in impairment loss during the year At the end of the year |
90,000 126,619 2,603 (36,619) 92,603 90,000 |
|---|---|
39
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
12 CURRENT ASSETS – TRADE AND OTHER RECEIVABLES CONTINUED
(b) Analysis of trade receivables
At 30 June, the ageing analysis of trade receivables is as follows:
| Total Not yet due 0-30 Days 31-60 Days 61-90 Days +91 Days +91 Days PDNI PDNI CI* *$ $ $ $ $ $ $ |
|
|---|---|
| 2016 Current Non-Current Total Consolidated 2015 Current Non-Current Total Consolidated |
2,760,521 1,851,833 550,046 209,094 49,334 38,252 61,962 636,996 636,996 |
| 3,397,517 2,488,829 550,046 209,094 49,334 38,252 61,962 |
|
| 1,716,790 1,247,770 278,840 96,807 19,363 30,648 43,362 560,502 560,502 - - - - - |
|
| 2,277,292 1,808,272 278,840 96,807 19,363 30,648 43,362 |
- 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) 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 Consumables at cost Total Inventories at cost 14 CURRENT ASSETS – PREPAYMENTS Prepayments |
Consolidated 2016 2015 $ $ |
|---|---|
| 119,986 90,459 |
|
| 119.,986 90,459 |
|
| 290,457 255,688 |
40
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
15 NON-CURRENT ASSETS – TRADE AND OTHER RECEIVABLES
| 15 NON-CURRENT ASSETS – TRADE AND OTHER RECEIVABLES |
|
|---|---|
| Trade receivables Carrying amount of non-current trade and other receivables Trade receivables Trade receivables due under term payment plans |
Consolidated 2016 2015 $ $ |
| 636,996 560,502 |
|
| 636,996 560,502 |
|
| 636,996 560,502 |
The maximum exposure to credit risk at the time of reporting is the carrying value of the receivables.
16 INVESTMENT IN CONTROLLED ENTITY
| Name – Cryosite Distribution Pty Limited | Equity interest held by the consolidated entity Investment 2016 2015 2016 2015 % % $ $ |
|---|---|
| Country of incorporation – Australia | 100 100 20 20 |
41
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
17 NON-CURRENT ASSETS – PLANT AND EQUIPMENT
| Leasehold | Fixtures | Fixtures | Information Warehouse Office |
Information Warehouse Office |
Information Warehouse Office |
Information Warehouse Office |
Total | ||
|---|---|---|---|---|---|---|---|---|---|
| improvements | and | technology equipment furniture & |
|||||||
| $ | fittings | equipment | |||||||
| $ | $ | $ | $ | $ | |||||
| Cost | |||||||||
| At 1 July 2014 | 205,000 | 72,521 |
485,442 | 4,185,664 | 39,664 | 4,988,291 |
|||
| Additions | - | - | 123,277 | 356,341 | 5,543 | 485,161 |
|||
| Disposals | (5,000) | - | (419,517) | (827,988) | (31,212) | (1,283,717) | |||
| At 30 June 2015 | 200,000 | 72,521 |
189,202 | 3,714,017 | 13,995 | 4,189,735 |
|||
| Additions | - | - | 28,082 | 358,344 | - | 386,426 |
|||
| Disposals | - | - | - | - | - | - |
|||
| At 30 June 2016 | 200,000 | 72,521 | **217,284 ** | **4,072,361 ** | 13,995 | **4,576,161 ** | |||
| Depreciation and | Impairment | ||||||||
| At 1 July 2014 | (153,752) | (68,325) |
(449,355) | (2,659,997) | (34,197) | (3,365,626) |
|||
| Depreciation charge | (46,248) | (4,196) |
(45,575) | (547,444) | (2,725) | (646,188) |
|||
| for the year | |||||||||
| Disposals | - | - | 419,516 | 827,992 | 31,212 | 1,278,720 |
|||
| At 30 June 2015 | (200,000) | (72,521) | (75,414) | (2,379,449) | (5,710) | (2,733,094) | |||
| Depreciation charge | - | - | (60,394) | (573,753) | (2,871) | (637,018) |
|||
| for theyear | |||||||||
| At 30 June 2016 | (200,000) | (72,521) | (135,808) | (2,953,202) | (8,581) | (3,370,112) | |||
| Net book value – | 30 | - | - | 113,788 | 1,334,568 | 8,285 | 1,456,641 |
||
| June 2015 | |||||||||
| Net book value – | 30 | - | - | 81,476 | 1,119,159 | 5,414 | 1,206,049 |
||
| June 2016 |
18 NON-CURRENT ASSETS – INTANGIBLE ASSETS
| Licenses Licence fee - at cost Less Accumulated amortisation Net Carrying Amount Software development Software development -at cost Less Accumulated amortisation Net Carrying Amount Intellectual Property Stemlife storage contracts - at cost Less Accumulated amortisation Net Carrying Amount Total Net Carrying Amount |
Consolidated 2016 2015 $ $ |
|---|---|
| 255,310 255,310 (13,800) (6,900) |
|
| 241,510 248,410 |
|
| 194,541 146,139 (22,352) (4,654) |
|
| 172,189 141,485 |
|
| 152,763 - (2,790) - |
|
| 149,973 - |
|
| 563,672 389,895 |
42
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
18 NON-CURRENT ASSETS – INTANGIBLE ASSETS CONTINUED
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
| Balance at 1 July 2014 Amortisation expense Balance at 30 June 2015 Additions Amortisation expense Balance at 30 June 2016 |
Licences Software development Intellectual property Total $ $ $ $ 255,310 146,139 - 401,449 (6,900) (4,654) - (11,554) |
|---|---|
| 248,410 141,485 - 389,895 - 48,402 152,763 201,165 (6,900) (17,698) (2,790) (27,388) |
|
| 241,510 172,189 149,973 563,672 |
License Fee
During the 2014 financial year, the Company entered into an exclusive licensing agreement within Australia and New Zealand to assist with the in-house development of new technologies to develop the range of stem cell service offerings. The Directors have assessed a finite life to the license in line with the underlying patents and associated methodologies. An amortisation of $6,900 has been charged for this year. The assessment of useful life is reviewed annually by the Directors to determine whether the assumptions made continue to be appropriate and supportable. If not, the useful life assessment is changed on a prospective basis.
The Directors have assessed the net carrying amount for 2016 to be reasonable and not impaired.
Software Development
During the 2015 and 2016 financial years, the Company has invested in the development of in-house software to enhance its operating capability. These costs include the direct costs of external consultants and any supporting software acquired from a third party. The assessment of useful life is reviewed annually by the Board to determine whether the assumptions made continue to be appropriate and supportable. If not, the useful life assessment is changed on a prospective basis.
The Directors have assessed the net carrying amount for 2016 to be reasonable and not impaired.
Intellectual Property
During the year the Company acquired the storage contracts from a liquidated company called Stemlife. The cost reflects the direct costs paid to Stemlife and the legal fees incurred in the transaction. The assessment of useful life is reviewed annually by the Directors to determine whether the assumptions made continue to be appropriate and supportable. If not, the useful life assessment is changed on a prospective basis.
The Directors assessed the recoverable amount of these storage contracts based on its value in use and found the current valuation to be reasonable and not impaired.
Value in use was determined by discounting the future cashflows generated from the storage contracts and are based on the following key assumptions:
-
Cashflows were projected based on actual operating results over a projected 5-year period.
-
Revenue projections for years 2017 to 2021 was based on reviewing the storage contracts from customers and applying various rates to assess the probability of repeat business from these customers. These probabilities were based on the historical rates.
-
All future years of the model use a constant rate of 3% which does not exceed the long-term average growth rate of the industry; and
-
A pre-tax discount of 17.6 % based on weighted average cost of capital.
43
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
| 19 TRADE AND OTHER PAYABLES CURRENT LIABILTIES Trade payables Other payables Total current payables NON-CURRENT LIABILTIES Client deposits Total non-current payables Fair value |
Consolidated 2016 2015 $ $ |
|---|---|
| 450,439 298,002 659,304 584,306 |
|
| 1,109,743 882,308 |
|
| 442,000 442,350 |
|
| 442,000 442,350 |
|
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 month terms. Their carrying value is assumed to be fair value.
At 30 June, the ageing analysis of trade payables is as follows:
| Total Not Yet due 0-30 Days 31-60 Days 61-90 Days +91 Days $ $ $ $ $ $ |
|
|---|---|
| 2016 Consolidated 2015 Consolidated |
450,439 362,470 72,938 5,916 9,115 - |
| 298,002 257,985 1,877 - 38,140 - |
Other balances within trade and other payables are not past due. It is expected that these other balances will be paid.
| 20 CURRENT LIABILITIES – UNEARNED INCOME Unearned service revenue |
Consolidated 2016 2015 $ $ |
|---|---|
| 369,890 347,165 |
Represents cord blood and tissue revenues received in advance for services to be rendered under long-term storage contracts.
21 NON-CURRENT LIABILITIES – UNEARNED INCOME
Unearned service revenue
3,611,598 3,108,217
Represents cord blood and tissue revenues received in advance for services to be rendered under long-term storage contracts.
44
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
| 22 PROVISIONS Current Annual leave Long service leave Dividends payable Non-current Long service leave Lease make good (a) Movements in provisions Annual leave Balance at beginning of the year Arising / (taken) during the year Long service leave Balance at beginning of the year Arising / (taken) during the year |
Consolidated 2016 2015 $ $ |
|
|---|---|---|
| 387,350 411,716 91,288 102,207 1,382 18,421 480,020 523,344 65,723 65,936 200,000 200,000 265,723 265,936 411,716 363,466 (24,366) 48,250 387,350 411,716 168,143 124,150 (11,132) 43,993 157,011 168,143 |
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.
| Dividends Balance at beginning of the year Declared during the year Final 2015 plus 2016 Interim dividends paid during the year Balance at end of the year Lease make-good provision Balance at beginning of the year Arising during the year Balance at end of the year |
18,421 1,390 468,596 702,894 (485,635) (685,863) |
|---|---|
| 1,382 18,421 |
|
| 200,000 205,000 - (5,000) |
|
| 200,000 200,000 |
Nature and timing of lease make-good provision
In accordance with the current lease agreement with Allsup Pty Limited for the premises in Granville, at the end of the in October 2019, the Group may either restore the leased premises in Granville to its original condition or alternatively remove unfixed chattels and equipment and pay an amount of $150,000 (excluding GST). The current lease agreement provides for an extension and the current provision is considered adequate based on the Company’s current renewal negotiation with Allsup Pty Limited and the understanding reached to date.
The provision of $200,000 has been raised in respect of the Group’s obligation to reflect this arrangement regarding the leased premises and 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 renegotiated and finalised with Allsup Pty Limited covering either a renewal of the existing or negotiating a new lease with them though $200,000 is considered fairly stated in either circumstance.
For the relevant accounting policy and the significant estimations and assumptions applied in the measurement of this provision refer to Note 3.
45
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
| 23 CONTRIBUTED EQUITY Ordinary shares Movement in ordinary shares on issue |
2016 Shares No. $ |
2016 2015 $ $ |
2016 2015 $ $ |
|
|---|---|---|---|---|
| 5,861,788 5,861,788 2015 Shares No. $ |
||||
| Beginning of the financial year Return of capital End of the financial year |
46,859,563 5,861,788 - - |
46,859,563 - |
8,204,766 (2,342,978) |
|
| 46,859,563 5,861,788 |
46,859,563 | 5,861,788 |
Terms and conditions 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.
| (a) Movements in accumulated losses Balance at the beginning of the year Share option reserve adjustment for expiry of options Net profit for the year Equity dividends declared Balance at the end of the year 24 RESERVES Share options reserve Movements in share options reserve Balance at the beginning of the year Balance at the end of the year |
Consolidated 2016 2015 $ $ |
|---|---|
| (2,556,471) 239,118 (2,308,747) - 302,466 455,170 (468,596) (702,894) |
|
| (2,483,483) (2,556,471) |
|
| - 239,118 |
|
| 239,118 239,118 |
|
| - 239,118 |
During the year 300,000 options expired and this balance was transferred to equity. The purpose of the share options reserve is to record the value of share-based payments provided to employees as part 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 2015, the company entered into a four-year lease over a commercial property at South Granville in Sydney.
Future minimum rentals payable under commercial property leases as at 30 June are as follows:
| Within one year After one year but not more than five years |
Consolidated 2016 2015 $ $ |
|---|---|
| 237,880 119,764 573,167 - |
|
| 811,047 119,764 |
46
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
25 COMMITMENTS AND CONTINGENCIES CONTINUED
Commercial Property Security deposits
The security deposit for the lease at Granville is covered by a bank guarantee for $152,227 issued by the Commonwealth Bank of Australia. No collateral is held as security.
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 five 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 2016 are as follows:
| Within one year After one year but not more than five years |
Consolidated 2016 2015 $ $ |
|---|---|
| 14,640 15,679 29,280 51,945 |
|
| 43,920 67,624 |
(a) Plant and equipment commitments
There are no capital expenditure commitments at reporting date.
(b) Contingent Liabilities
The Group is not aware of any contingent liabilities at reporting date.
26 EVENTS OCCURRING AFTER THE REPORTING PERIOD
The directors are unaware of any event or transaction that has occurred between the balance date of 30 June 2016 and the date of this report which had or may have had a significant effect on the company. It should be noted that Graeme Moore is serving out a period of notice and his employment will end on 6 October 2016. He remains a director.
27 AUDITOR’S REMUNERATION
| 27 AUDITOR’S REMUNERATION |
|
|---|---|
| Amounts received or due and receivable by Mazars 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 |
Consolidated 2016 2015 $ $ |
| 61,530 75,260 10,920 7,079 |
|
| 72,450 82,339 |
47
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
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 inter-company 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 has entered 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 $Nil (2015: $Nil).
29 SHARE-BASED PAYMENTS EXPENSE
(a) 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.
On 30 November 2015, all unexercised options expired and the plan was terminated.
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
Terms and conditions of options issued under employee share scheme details
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.
48
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
(a) 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:
| 2016 2015 Options No. WAEP Cents Options No. WAEP Cents 300,000 30 300,000 30 - - - - (300,000) 30 - - - - 300,000 30 - - 300,000 30 - - 300,000 30 |
|
|---|---|
| Balance at beginning of year Issued during the year Expired during the year Balance at end of the year Balance at year end comprised as follows: - Graeme Moore Share based options payment: |
|
| Parties to option agreement –Graeme Moore | |
| Rights Granted and grant date Share options granted 1 December 2007 Graeme Moore 300,000 |
|
| Option exercise price One third at$0.20per share,One third at$0.30per share,One third at$0.40per 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 November 2015. |
|
| Vesting requirements Options granted under ESOP as part of remuneration package. Options will lapse on cessation of employment with the company. |
|
| Weighted average fair valueper option atgrant date $0.11 | |
| Expense for the year –Nil | |
| Prior year’s expense taken to account$- | |
| **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 shareprice at date ofgrant was 19 cents. |
49
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
30 KEY MANAGEMENT PERSONNEL
(a) Key management personnel
Non-executive directors
Stephen Roberts Chairman (Non-executive) (appointed 8/12/2015) Andrew Kroger Director (Non-executive) Christina Boyce Director (Non-executive) (resigned 8/12/2015)
KKey management personnel
| Joseph Saad | Chief Executive Officer (resigned 18/12/2015) |
|---|---|
| Andrew Shine | Chief Executive Officer (appointed 14/6/2016) |
| Graeme Moore | Executive Director |
| Mark Marshall | Chief Financial Officer (resigned 30/6/2016) |
| Mark Byrne | Chief Financial Officer (appointed 20/6/2016) |
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.
30 KEY MANAGEMENT PERSONNEL CONTINUED
(b) Compensation for key management personnel
| Non-executive directors Short-term employee benefits Post-employment benefits Sub-total non-executive directors Key Management Personnel Short-term employee benefits Post-employment benefits Other long-term benefits Sub-total key management personnel Total compensation* |
Consolidated 2016 2015 $ $ |
|---|---|
| 177,308 135,000 16,844 12,825 |
|
| 194,152 147,825 |
|
| 510,518 505,611 49,191 68,803 18,675 10,030 |
|
| 578,384 584,444 |
|
| 772,536 732,269 |
- includes termination payments
50
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
31 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; and
-
assessments of appropriate discount rates for deferred arrangements.
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:
| 2016 CONSOLIDATED Note Weighted average effective interest rate % |
Floating interest rate $ Fixed interest rates $ Non- interest bearing $ Total $ |
|---|---|
| Financial assets Interest bearing deposits – maturing at various dates during year ending 30 June 2016 10 2.82 Cash and cash equivalents 10 1.47 Current receivables – maturing at various dates 12 - Non-current receivables 15 - Financial liabilities Trade creditors and accruals – maturing at various dates during the year ending 30 June 2016. 19 2.2 2015 CONSOLIDATED Note Weighted average effective interest rate % |
3,067,668 - - 3,067,668 583,913 - - 583,913 - - 2,875,562 2,875,562 - - 636,996 636,996 |
| 3,651,581 - 3,512,558 7,164,139 |
|
| 362,470 - 747,273 1,109,743 |
|
| Floating interest rate $ Fixed interest rates $ Non- interest bearing $ Total $ |
|
| Financial assets Interest bearing deposits – maturing at various dates during year ending 30 June 2015 10 3.14 Cash and cash equivalents 10 0.015 Current receivables – maturing at various dates 12 - Non-current receivables 15 - Financial liabilities Trade creditors and accruals – maturing at various dates during the year ending 30 June 2015. 19 2.2 |
3,677,697 - - 3,677,697 489,605 - - 489,605 - - 1,752,492 1,752,492 - - 560,502 560,502 |
| 4,167,302 - 2,312,994 6,480,296 |
|
| 257,988 - 624,323 882,311 |
51
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
Interest rate sensitivity analysis
The Group has no material exposure to any probable interest volatility.
(b) 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.
(c) Credit risk continued 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 has assessed liquidity risk to be low at balance date and at the date of this report based on total current assets, including cash and equivalents, of $6,937,586 at balance date less current liabilities of $1,959,653, an excess of current assets over current liabilities amounting to $5,520,684. The Group generated a positive $474,608 cash flow from operations during the current year.
52
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
31 FINANCIAL INSTRUMENTS CONTINUED
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.
| Year ended 30 June 2016 |
Less than 6 months 7-12 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 2015 |
3,651,581 - - - 3,651,581 2,344,485 416,033 542,996 94,003 3,397,517 |
| 5,996,066 416,033 542,996 94,003 7,049,098 |
|
| 1,109,743 - - - 1,109,743 |
|
| 1,109,743 - - - 1,109,743 |
|
| 4,886,323 416,033 542,996 94,003 5,939,355 |
|
| 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 |
4,167,302 - - - 4,167,302 1,439,345 277,444 408,548 151,955 2,277,292 |
| 5,606,647 277,444 408,548 151,955 6,444,594 |
|
| 882,308 - - - 882,308 |
|
| 882,308 - - - 882,308 |
|
| 4,724,339 277,444 408,548 151,955 5,562,286 |
53
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
31 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.
The fair value of the assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Fair values of balances related to long term revenue contracts are determined using a discounted cash flow method using discount rates that reflect the appropriate level of risk over the life of the long term revenue stream.
32 PARENT ENTITY FINANCIAL INFORMATION
The individual financial statements for the parent entity show the following aggregate amounts:
| AS AT 30 June 2016 | 2016 2015 $ $ |
|---|---|
| (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 (d) TOTAL COMPREHENSIVE INCOME Net Profit of the parent entity for the year net of income tax Shares options expired Total comprehensive income for the year |
5,995,293 6,051,733 2,961,450 2,856,834 |
| 8,956,743 8,908,567 |
|
| 4,650,879 1,565,879 4,561,058 3,816,503 |
|
| 9,211,937 5,382,382 |
|
| 5,861,788 5,861,788 - 239,118 (6,116,982) (2,574,722) |
|
| (255,194) 3,526,184 |
|
| 302,466 455,170 239,188 - |
|
| 541,584 455,170 |
54
Notes to the Financial Statements
FOR THE YEAR ENDED 30 June 2016
33 PARENT ENTITY FINANCIAL INFORMATION continued
(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.
55
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Independent Auditor’s Report to the members of Cryosite Limited and its controlled entity
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 2016, and the consolidated statement of profit and loss and other 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 2016.
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.
MAZARS RISK & ASSURANCE PTY LIMITED ABN: 39 151 805 275 LEVEL 12, 90 ARTHUR STREET, NORTH SYDNEY NSW 2060 PO BOX 1994, NORTH SYDNEY NSW 2059 TEL: +61 2 9922 1166 - FAX: +61 2 9922 2044 EMAIL: [email protected]
LIABILITY LIMITED BY A SCHEME, APPROVED UNDER THE PROFESSIONAL STANDARDS LEGISLATION
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Independence
In conducting our audit, we have complied with independence requirements of the Corporations Act 2001 .
Auditor’s Opinion
In our opinion:
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a) the financial report of Cryosite Limited and its controlled entity is in accordance with the Corporations Act 2001 , including:
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(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and
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(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 ; and
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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 2016 as outlined on pages 8 to 12 of the financial report. 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 2016, complies with section 300A of the Corporations Act 2001 .
MAZARS RISK & ASSURANCE PTY LIMITED
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Rosemary Megale Director
Sydney, 24th August 2016.
MAZARS RISK & ASSURANCE PTY LIMITED ABN: 39 151 805 275
LEVEL 12, 90 ARTHUR STREET, NORTH SYDNEY NSW 2060 PO BOX 1994, NORTH SYDNEY NSW 2059 TEL: +61 2 9922 1166 - FAX: +61 2 9922 2044 EMAIL: [email protected]
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LIABILITY LIMITED BY A SCHEME, APPROVED UNDER THE PROFESSIONAL STANDARDS LEGISLATION
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 19 August 2016.
SUBSTANTIAL SHAREHOLDERS
The names of any substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:
| Relevant | interest | |||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | |||||
| No. of | % of issued | No. of | % of issued | |||
| Shareholder | shares | capital | shares | capital | ||
| Andrew Kroger and related | ||||||
| entities | 13,316,906 | 28.42 | 11,975,816 | 25.56 | ||
| Cell Care Australia Pty. Ltd | 9,229,995 | 19.70 | 10,639,995 | 22.71 |
TWENTY LARGEST SHAREHOLDERS
The names of the twenty largest holders of quoted shares are:
| SHAREHOLDERS ANDREW KROGER AND RELATED ENTITIES CELL CARE AUSTRALIA PTY LTD CORNISH GROUP INVESTMENTS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BELL POTTER NOMINEES LTD MR ALISTAIR DAVID STRONG KHAEMET PTY LTD TOOTCAN SUPERANNUATION SERVICES PTY LTD NARON NOMINEES PTY LTD MR STEPHEN ROBERTS SUNNYIT PTY LTD H F A ADMINISTRATION PTY LIMITED MR NIGEL STRONG CASTLEREAGH EQUITY PTY LTD WIFAM INVESTMENTS PTY LTD CVF AUSTRALIA PTY LTD WHEEN FINANCE PTY LIMITED NATIONAL NOMINEES LIMITED MR PETER HOWELLS M N J HOLDINGS PTY LTD |
LISTED ORDINARY SHARES No of shares % of ordinary shares 13,316,906 28.42% 9,229,995 19.70% 2,500,000 5.34% 2,100,000 4.48% 1,758,236 3.75% 1,725,000 3.68% 1,290,418 2.75% 1,008,753 2.15% 839,416 1.79% 644,873 1.38% 601,000 1.28% 480,000 1.02% 325,000 0.69% 300,000 0.64% 300,000 0.64% 289,032 0.62% 257,917 0.55% 257,496 0.55% 215,730 0.46% 214,931 0.46% |
|---|---|
| 37,654,703 80.36% |
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ASX Additional Shareholder Information
DISTRIBUTION OF EQUITY SECURITIES
| Number of Shareholders by Size of Holding Range 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and Over Total |
Ordinary Shares Number of holders Number of Shares 32 13,765 240 901,253 70 560,685 152 4,880,351 42 40,503,509 |
|---|---|
| 536 46,859,563 |
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 shares is 88 and they hold 108,192 shares.
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