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DIMERIX LIMITED Annual Report 2008

Aug 28, 2008

64804_rns_2008-08-28_081ed710-4610-471a-b39e-6cb569284f36.pdf

Annual Report

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SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

1. Details of the reporting period

Reporting period Previous corresponding period Previous corresponding period Previous corresponding period Previous corresponding period
30 June 2008 30 June 2007
2. Results for announcement to the market
$
2.1 Revenues from ordinary activities up 17% to 798,440
2.2 Loss from ordinary activities before income tax
up
47% to (3,557,390)
2.3 Net loss attributable to members of the parent up 47% To (3,557,390)
entity
2.4 Dividends/Distributions
No dividends declared in current or prior year
2.5 Record date for determining entitlements to N/A
dividends
2.6 Refer point 14 below for explanation of figures in 2.1 to 2.4 above

3. Statement of Financial Performance

Refer attached financial statements.

4. Statement of Financial Position

Refer attached financial statements.

5. Statement of Cash Flows

Refer attached financial statements.

6. Details of dividends or distributions

N/A

7. Details of dividend reinvestment plan

N/A

8. Statement of Retained Earnings

Refer attached financial statements.

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

9. Net tangible assets per security

2008 2007
Net tangible assets per ordinary share (0.002) (0.010)

10. Details of entities over which control has been gained or lost during the period

N/A

11. Details of associates and joint venture entities

N/A

12. Other significant information

Refer point 14 below .

13. Accounting standards used by foreign entities

N/A

14. Commentary on results and explanatory information

The consolidated loss for the 12 month period ended 30 June 2008 was $3,557,390 compared to a loss of $2,421,660 for the previous 12 months ended 30 June 2007.

The loss of $3,557,390 was split between the Australian based legal operating entity of $2,554,020 and the loss incurred in the US based drug screening segment of $1,003,370. Revenues from the drug screening segment comprised $755,562 or 95% of total revenues from continuing operations for the year.

Although the consolidated entity’s divisions are managed on a global basis they operate in two main geographical areas:

  • Australia – the home country of the parent entity and the principal location of management and the financing of the operations; and

  • United States – comprises operations for the manufacture and development of the company’s products.

The major component of the loss is the amortisation and impairment of the Sun Biomedical Laboratories intellectual property and patents of $1,542,292 which includes a write down of $1,000,000 in the carrying value of the patents covering the VisuaLine and OraLine products. This is discussed in further detail below.

The accounting policies, estimation methods and measurement bases used in this Appendix 4E are the same as those used in the last annual report and the last half-year report.

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

Some of the key features of the year ended 30 June 2008 include:

  • The appointment of Jack Kerins as chief executive of Sun Biomedical Laboratories, Inc. ( SBL );

  • The rationalization of Sun Biomedical Limited’s ( SBN or the Company ) cost structure by focusing on the Company’s operations in the United States. This involved the resignation of senior management in Australia and a reduction in operating costs of approximately $500,000 per annum. This is reflected in lower level of cash operating expenses in the second half of the year of $1,222,439 compared to $1,631,194 in the first half of the year;

  • The execution of a joint venture agreement with Shanghai SiYi Biotechnology Co. Limited, a China based company, for the assembly and sale of OraLine products for use by the Ministry of Public Security and future non-governmental Chinese customers;

  • The signing of an agreement with BioScreens, Inc. to develop a quality, low cost urine testing cup;

  • Sales to the Mexican government for the use in a pilot testing program for the proposed implementation of drug testing in schools;

  • The execution of an exclusive marketing and distribution agreement with MediNat for the supply of OraLine in Russia;

  • The completion of successful capital raisings in August 2007, December 2007 and January 2008 through which the Company raised a total of $3,496,418 (before issue costs of $508,098);

  • In March 2008, the Company entered into a deed of settlement in relation to the claim against Avitar Technologies, Inc. Although no cash consideration was involved under the settlement, the Directors believe that the outcome of this settlement was positive for the Company as, under the terms of the settlement, Avitar acknowledged the validity of the Company’s patents;

  • The restructure of the amount owing to Dr Ming and Alice Sun, the founders of SBL, in relation to the payment of US$980,000 as final consideration for the acquisition SBL in August 2006. This is discussed in further detail below; and

  • On 26 June 2008 the Company advised that it had lodged a prospectus with ASIC to raise a minimum amount of $2,000,000 by way of an underwritten Renounceable Rights Issue of four New Ordinary Shares for every five Shares held at a price of $0.01 plus one free attaching Option for every two New Ordinary Shares subscribed for. The Rights Issue was completed and securities were allotted on 14 August 2008. In addition, the

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

company has raised an additional $644,748 via the placement of Shortfall Securities bringing the total raising to $2.645m.

The table below summarizes the application of the monies raised:

Sources of funds $m
Rights Issue
Shortfall Placement
2.000
0.645
Conversion of Ming Sun promissory note in ordinary shares1
Cash on hand at 31 July 2008
2.645
0.550
0.070
Total sources 3.265
Applications of funds
Fees payable to underwriters including amounts payable to sub underwriters
and broker placements
Capital raising costs (including legal, accounting, ASX, registry)
Repayment of Ming Sun promissory note (including equity conversion)1
0.226
0.144
1.114
Total applications 1.484
Net cash available to fund business initiatives & working capital 1.781

Note 1: Assumes AUD/USD exchange rate of 0.88

Agreement with Ming and Alice Sun

In June 2008, the Company reached an agreement with Dr Ming and Alice Sun, the founders of SBL, in relation to payment of US$980,000 as final consideration for the acquisition of SBL. The Suns agreed to:

  • (a) convert US$490,000 into Shares at $0.01 per Share, the same issue price as under the Rights Issue ;

  • (b) be issued with Options on the basis of one Option for every two Shares issued to the Suns under paragraph (a) above, the same ratio as offered under the Rights Issue; and

  • (c) receive a US$490,000 payment following the Rights Issue,

as settlement for the payment of US$980,000.

The conversion under paragraph (a) and the issue of options under paragraph (b) occurred on 25 August 2008. The payment of USD $490,000 will be made shortly.

An update on the current status of the Company’s key sales initiatives is attached as Attachment 1 to this report. We note that many of the discussions that the Company is having with its current and potential customers are commercial in confidence and hence details cannot be disclosed until a firm agreement or outcome has been achieved.

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

Impairment of Intangibles

The loss for the year includes a write down of $1,000,000 in the carrying value of the patents covering the VisuaLine and OraLine products following a value in use valuation. This has arisen as a result of the following:

  • The value in use model incorporates cash flows for a period of five years as per the accounting standards. In a growth business such as SBN, forecast cash flows anticipated in the years 6 and 7 have a significant impact on the value of the business but are excluded from the calculations. We note that the patents are registered for a period of 20 years from the filing date as shown in the table below:
Patent no. Description Filing date
6,046,058 Colour Coded Test Strip November 1998
5,962,336 Multi-Test Panels October 1997
6,372,516 Lateral Flow Devices September 2000
7,041,253 Sample Collection and Test Device July 2003
7,300,627 Test Sample Collection System July 2002
  • The lack of price competitiveness of the VisuaLine product and the reduction in product sales that have arisen from this. The original cost of the patents included the VisuaLine and OraLine patents. This year, SBN has focused almost exclusively on promoting OraLine sales as this is where it believes the greatest growth potential exists; and

  • The Accounting Standards require that future cash flows from business initiatives which are still to be finalised, should not be included in forecasts for the purposes of impairment testing. In order to comply with these Standards, the Company has excluded a number of key sales initiatives from its forecasts, such as China and Mexico, as the realisation of these opportunities is still dependent upon the attainment of certain governmental approvals. The status of these approvals is outlined in Attachment 1. Consequently, SBN does not believe that the write down in the value of the patents is either an accurate reflection of the future profitability of the business nor does it represent a valuation of the Company.

Top 20 Shareholders

A list of the top 20 shareholders in the Company as at 27 August 2008 is also announced with this report. The Company will publish this list on a monthly basis in order to provide shareholders with the opportunity to see movements in major shareholders’ accounts.

15. Audit

The report is based on accounts which are currently being audited.

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

ATTACHMENT 1- UPDATE ON STATUS OF CURRENT KEY SALES INITIATIVES

Opportunity Distribution Partner Distribution
Agreement
Signed?
Sales
Commenced?
Current Status
1.
Sales of Oraline to Chinese
Ministry of Public Security
(MPS)
Shanghai Si Yi
Biotechnology Co.
Ltd
Yes No MPS and SBL are in the process of finalising the results of
the MPS product evaluation. A final decision is still
expected in October 2008 prior to commencing field trials.
.
2.
Development of new urine
testing cup
BioScreens, Inc. Yes No Cup and mould production is proceeding on schedule and
cup delivery is still expected in December.
3.
VisuaLine relaunch
N/A N/A No Project is progressing in conjunction with the BioScreens
initiative. No change to status.
4.
Development of OraLine VIII
Sales to be made
through existing
Oraline distribution
network
N/A No Specifications for OraLine VIII housing have been finalised
and drawings for use by the plastic mould manufacturers
are being prepared. The product launch is now expected
to occur at the Medica Show in November 2008 rather
than October 2008.
5.
Drug testing in Mexican
schools
Express Diagnostics No Small number
of units for test
program
Discussions are continuing with Mexican authorities
regarding import approval certification. Mexican
authorities have approved extended testing within schools
but have not as yet appointed a preferred provider.
6.
Sales of OraLine in Russia
MediNat Yes No Russian registration for point of care and over the counter
sales has been obtained.
7.
Australian workplace drug
testing
CMM Yes Yes SBL is working with CMM on determining the required
changes to OraLine in order to comply with Australian
Standardsto broaden therange ofpotentialcustomers.

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

Opportunity Distribution Partner Distribution
Agreement
Signed?
Sales
Commenced?
Current Status
8.
Expansion of US distribution
network
Various Yes Yes A sales manager has been recruited and work continues
on growing the US distributor network.
9.
Marketing and distribution of
drug residue testing product
(ProbeLine)
Paradigm Visions
Inc.
No No SBL is working on the assembly of 2,000 test kits for
market testing in September 2008. A final determination
on the potential of the product will be made at the
conclusion of this campaign.

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

CONSOLIDATED INCOME STATEMENT

Revenue from continuing operations -refer Note 1 below
Other income -refer Note 2
Expenses -refer Note 3
Finance costs -refer Note 4 below
Profit(Loss) before income tax
Income tax expense
Profit(Loss) for the period from continuing operations
Profit(Loss) for the year
Profit(loss) for the period attributable to members
Basic Earnings Per Share
Diluted Earnings Per Share
2008
A$'000

2007
A$'000
798,440
147,176
(4,503,006)
-
679,832
115,051
(3,160,489)
(56,054)
(3,557,390)
-
(2,421,660)
-
(3,557,390) (2,421,660)
(3,557,390) (2,421,660)
(3,557,390) (2,421,660)

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

NOTES TO THE CONSOLIDATED INCOME STATEMENT

Note 1

Revenue from continuing operations

Revenue from Sales
Interest Revenue
Other Revenue
Note 2
Other income
Unrealised foreign exchange gain
Note 3
Expenses
Operating expenses
Employee expenses
Raw materials and consumables used
Consulting fees
Legal fees
Administration expenses
Travel and accommodation
Insurance
Advertising and marketing expense
Loss on disposal of investment
Development expense - ShockRounds
Development expense - Sun Biomedical
Other
Total operating expenses
Non cash items
Equity based payments
Impairment write down
Depreciation and amortisation expense (including
intangibles)
2008
A$'000

2007
A$'000
755,562
41,483
1,395
655,992
23,839
1
798,440 679,832
2008
A$'000

2007
A$'000
995,777
314,815
189,360
237,182
883,723
121,881
44,770
60,229
5,896
-
-
-
1,202,834
109,773
65,283
-
460,870
98,313
19,342
334,117
3,765
115,287
17,471
3,056
2,853,633
102,783
1,000,000
546,590
2,430,111
248,926
-
481,452
4,503,006 3,160,489

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

Note 4

Individually Significant Items

Finance costs 2008
A$'000

2007
A$'000
- 56,054
- 56,054

Note 5 Amortisation and Impairment Expenses

Amortisation of intangibles
Total amortisation of intangibles
Impairment of other intangibles
Total impairment write-downs
Consolidated - Current period Consolidated - Current period Consolidated - Current period Consolidated - Current period
Before tax
A$'000

Related tax
A$'000
Related outside
equity interests
A$'000

Amount (after
tax)
attributable to
members
A$'000
542,292 - - 542,292
542,292 - - 542,292
1,000,000
1,000,000
-
-
-
-
1,000,000
1,000,000

Note 6 Comparison of Half-Year Profits

Note 6
Comparison of Half-Year Profits
Consolidated profit(loss) after tax attributable to members
reported for the 1st half yearly report
Consolidated profit(loss) after tax attributable to members
for the 2nd half year
2008
A$'000

2007
A$'000
(1,543,017) (1,349,873)
(2,014,373) (1,071,787)

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

CONSOLIDATED BALANCE SHEET

Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Total Current Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Total Non-Current Assets
TOTAL ASSETS
Current Liabilities
Trade and other payables
Borrowings
Promissory note
Total Current Liabilities
Non-Current Liabilities
Promissory note
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
Equity
Contributed equity
Reserves
Accumulated losses
Total Equity
2008
A$'000

2007
A$'000
118,224
119,134
210,096
446,334
200,959
83,110
447,454 730,403
16,988
1,832,409
17,010
3,324,116
1,849,397 3,341,126
2,296,851 4,071,529
422,371
-
1,018,076
546,663
478,310
472,981
1,440,447 1,497,954
- 1,158,803
- 1,158,803
1,440,447 2,656,757
856,404 1,414,772
24,331,668
28,398
(23,503,662)
21,300,481
240,238
(20,125,947)
856,404 1,414,772

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

NOTES TO THE CONSOLIDATED BALANCE SHEET

Consolidated Retained Earnings

Accumulated losses at the beginning
of the financial period
Tranfers to/(from) reserves
Net profit (loss) attributable to members
Retained Earnings at the end of the financial period
Current Period
A$'000

Previous
corresponding
period A$'000
(20,125,946)
179,675
(3,557,390)
(18,316,123)
611,837
(2,421,660)
(23,503,661) (20,125,946)

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

CONSOLIDATED CASH FLOW STATEMENT

Cash flows related to operating activities
Receipts from customers
Payments to suppliers and employees
Interest and other items of a similar nature received
Interest and other costs of finance paid
Other
Net operating cash flows
Cash flows related to investing activities
Proceeds from sale of investments
Payments for purchases of property, plant and equipment
Payment for acquisition of Sun Biomedical Laboratories Inc. acquisition
Payment for equity investments
Net investing cash flows
Cash flows related to financing activities
Proceeds from issues of shares
Proceeds from/(Repayment) of borrowings
Share issue costs
Net financing cash flows
Net increase (decrease) in cash held
Cash at beginning of period -refer note below
Exchange rate adjustments to cash at beginning
of period
Cash at end of period -refer note below
2008
A$'000

2007
A$'000
822,882
(3,206,309)
41,483
-
1,395
620,341
(2,244,868)
23,838
(56,054)
1
(2,340,549)
-
30,000
(60,758)
(466,813)
-
(1,656,742)
41,897
-
(390,853)
(48,155)
(497,571) (397,111)
3,496,418
(478,310)
(508,098)
945,500
478,310
(46,721)
2,510,010 1,377,089
(328,110)
446,334
-
(676,764)
1,124,217
(1,119)
118,224 446,334
NOTES TO THE CONDENSED CONSOLIDATED CASH FLOW STATEMENT
Reconciliation of Cash
2008
A$'000
2007
A$'000
Cash on hand and at bank
118,224
446,334
Total cash at end of period
118,224
446,334
NOTES TO THE CONDENSED CONSOLIDATED CASH FLOW STATEMENT
Reconciliation of Cash
2008
A$'000
2007
A$'000
Cash on hand and at bank
118,224
446,334
Total cash at end of period
118,224
446,334
NOTES TO THE CONDENSED CONSOLIDATED CASH FLOW STATEMENT
Reconciliation of Cash
2008
A$'000
2007
A$'000
Cash on hand and at bank
118,224
446,334
Total cash at end of period
118,224
446,334
2008
A$'000

2007
A$'000
118,224 446,334
118,224 446,334

SUN BIOMEDICAL LIMITED ABN 18 001 285 230 PRELIMINARY FINAL REPORT APPENDIX 4E FINANCIAL YEAR ENDED 30 JUNE 2008

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

As at 1 July 2006
Shares issued during the year
Transaction costs
Cost of share based payments
Transfer to (from) reserves
Foreign currency translation reserve differences
Total income and expense for the year recognised
directly in equity
Loss for the year
As at 1 July 2007
Shares issued during the year
Transaction costs
Cost of share based payments
Transfer to (from) reserves
Foreign currency translation reserve differences
Total income and expense for the year recognised
directly in equity
Loss for the year
As at 30 June 2008
Issued capital Accumulated
Losses
Share Based
Payment
Reserve
Foreign
Currency
Translation
Reserve
TOTAL
EQUITY

20,243,702
1,103,500
(46,721)
(18,316,123)
-
-
-
611,837
-
765,123
-
-
90,927
(611,837)
-
1,779
-
-
-
-

(5,753)
2,694,481
1,103,500

(46,721)
90,927
-

(5,753)
611,837 (520,910) (5,753) 1,141,953
(2,421,661) - -
(2,421,661)
21,300,481
3,539,285
(508,098)

(20,125,947)
-
-
179,675
-
244,213
-
-
53,854
(179,675)
-
(3,974)
-
-
-

(86,019)
1,414,772
3,539,285

(508,098)
53,854
-
(86,019)
179,675 (125,821) (86,019) 2,999,022
(3,557,390) - -
(3,557,390)
24,331,668
(23,503,662)
118,392 (89,993) 856,404