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First Graphene Ltd. Interim / Quarterly Report 2020

Feb 24, 2020

35640_rns_2020-02-24_5170f323-3301-4458-9e23-cd44f776f8a7.pdf

Interim / Quarterly Report

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FIRST GRAPHENE LIMITED ABN 50 007 870 760

INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2019

First Graphene Limited ABN 50 007 870 760 ASX Half-year information – 31 December 2019

Lodged with the ASX under Listing Rule 4.2A This information should be read in conjunction with the 30 June 2019 Annual Report

First Graphene Limited For the half-year ended 31 December 2019

Results for announcement to the market

Results for announcement to the market
$
Revenue from ordinary activities Up 979.00% to 82,831
Loss from continuing ordinary activities after
tax attributable to members
Up 12.26% to (2,904,439)
Net loss for the period attributable to Up 12.26% To (2,904,439)
members
Dividends
No dividendshave beenpaid ordeclared during the period
31 December 31 December
2019 2018
Cents Cents
Net tangible asset backing per share 1.67 1.41

Explanation of results

Revenue from sales to clients increased ten-fold compared to the same period in 2018. The Group continues to invest heavily in research and development of graphene products as it looks to expand its client base and the range of materials in which it is involved.

Full details of these activities are included further on in this report.

Corporate Directory

Directors

Share Registry

Warwick R. Grigor (Non-Executive Chairman) Craig R. McGuckin (Managing Director) Peter R. Youd (Executive Director)

Company Secretaries

Peter R. Youd

Nerida L. Schmidt

Principal & Registered Office in

Australia

1 Sepia Close Henderson WA 6166

Telephone: +61 1300 660 448

Email: [email protected] Website: http://firstgraphene.net

Stock Exchange Listing

Automic Level 2, 267 St Georges Terrace, Perth WA 6000

All securityholder correspondence to:

PO Box 2226, Strawberry Hills, NSW 2012

Contact: P: 1300 288 664 (within Australia) P: +61 (0)8 9324 2099 (outside Australia) E: [email protected] www.automic.com.au

Auditor

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco WA 6008

Solicitors

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Bankers

The Company is listed on the Australian Securities Exchange Limited under the trading codes FGR and FGROC

The Company is listed on the Frankfurt Stock Exchange under the trading code FSE:M11

Westpac Banking Corporation Level 6 109 St Georges Terrace Perth WA 6000

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 4

Contents

Corporate Directory .................................................................................................................. 4
Contents ...................................................................................................................................... 5
Directors’ Report ........................................................................................................................ 6
Auditor’s Independence Declaration ................................................................................... 13
Consolidated Statement of Profit or Loss and Other Comprehensive Income ............... 14
Consolidated Statement of Financial Position ..................................................................... 16
Consolidated Statement of Changes in Equity ................................................................... 17
Consolidated Statement of Cash Flows ................................................................................ 19
Notes to the Consolidated Financial Statements ................................................................ 20
1.
Basis of preparation of half-year financial statements ........................................ 20
2.
Other income ............................................................................................................ 24
3.
Expenses .................................................................................................................... 24
4.
Inventory .................................................................................................................... 25
5.
Financial assets and liabilities .................................................................................. 25
6.
Property, plant and equipment .............................................................................. 26
7.
Issued capital ............................................................................................................ 27
8.
Dividends ................................................................................................................... 27
9.
Earnings per share .................................................................................................... 27
10.
Options ....................................................................................................................... 28
11.
Share based payments ............................................................................................ 28
12.
Segment reporting ................................................................................................... 29
13.
Subsequent events after Reporting Date .............................................................. 33
14.
Commitments ............................................................................................................ 33
15.
Contingent liabilities and contingent assets ......................................................... 33
16.
Related Party Transactions ...................................................................................... 33
Director’s Declaration ............................................................................................................. 34
Independent Auditor’s Report ............................................................................................... 35
Independent Auditor’s Report ............................................................................................... 36
Additional Securities Information ........................................................................................... 37
Additional Securities Information ........................................................................................... 38

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 5

Directors’ Report

Your Directors present their report on the consolidated entity (referred to hereafter as the “Group”) consisting of First Graphene Limited and the entities it controlled at the end of, or during, the half-year ended 31 December 2019.

DIRECTORS

The following persons were Directors of First Graphene Limited during the half-year and up to the date of this report:

  • Warwick Robert Grigor

  • Craig Robert McGuckin

  • Peter Richard Youd

REVIEW AND RESULTS OF OPERATIONS

Operating Results

Net operating loss after tax for the half-year ended 31 December 2019 was $2,902,650 (2018: $2,169,793).

Review of Operations and Changes in State of Affairs

The key points:

  • First Supply Agreement signed with newGen Group for provision of 3,000 kg of PureGRAPH[®] .

  • Produced the world’s first graphene safety boot in conjunction with Steel Blue.

  • Achieved positive results in mining industry field trials.

  • Entered into exclusive licence agreement with The University of Manchester.

  • Development of a more benign approach towards the fabrication of oxidised graphene.

Overview

First Graphene Limited (the “Company”, “FGR” or “First Graphene”) has continued to make substantial progress in its objective of commercialising the PureGRAPH[®] range of graphene products during the December half-year. PureGRAPH[®] has provided a range of improved performance characteristics in several products to which it is added.

The Company continues to maintain a strong working capital position, with the early exercise of options raising $5.6m up to 8 August 2019, which will drive the growth of First Graphene with increased production efficiencies and higher manufacturing throughput, market development with new customers and novel graphene applications and global supply capabilities.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 6

Directors’ Report

Safety and People

Staffing has been increased at the Commercial Graphene Facility in Henderson, Western Australia during the half-year, as the Company increases it production and research activities.

All potential full-time employees must undergo a Company funded full medical examination prior to commencing employment. All employees are also required to complete a Company funded safety first training course at the commencement of employment and annual refresher courses.

Commercial Graphene Facility Henderson, Western Australia

In November 2019 FGR and Steel Blue gave a joint presentation and showcased PureGRAPH[®] enhanced safety boots. First Graphene and Steel Blue explained how PureGRAPH[®] had enabled the development of a range of unique boot component technologies and user benefits which have the potential to revolutionise the safety boot market.

The prototype boots have been manufactured using First Graphene’s PureGRAPH[®] graphene powder. Unlike competing formulations, this is available in high production volumes with non-aggregated, uniform sized graphene nanoplatelets; this ensures it disperses evenly in thermoplastic polyurethane (TPU) masterbatches. The prototype boots incorporate PureGRAPH[®] -infused TPU soles and polyurethane foam innersoles and had undergone extensive laboratory testing in accredited laboratories.

Tests had been conducted at Viclab Pty Ltd, one of Australia’s leading NATA accredited and independent mechanical testing services.

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Steel Blue Head of Product Innovation, Neil Wright (left) with First Graphene Chief Technology Officer, Dr Andy Goodwin at the Graphene Engineering and Innovation Centre

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 7

Directors’ Report

In December 2019, FGR was pleased to announce an update on the Armour-GRAPH™ bucket liner provided by newGen to a major Pilbara iron ore producer.

newGen had provided an Armour-GRAPH™ bucket liner to a major iron ore producer for trial which contained PureGRAPH[®] 20. The bucket had been in use for in excess of 12 weeks at the time it was inspected by the client for assessment of wear, with very pleasing results. As announced on 3 February 2020, the bucket liner was again inspected in January 2020 and shows no signs of advanced wear or scalloping as would normally be experienced with the liners currently used in industry after 24 weeks of use. The client will continue the trial, with a further inspection to be undertaken in April 2020. The client has also installed a second ArmourGRAPH™ bucket liner at the same Pilbara mine site.

At year end preparations were underway to trial PureGRAPH[®] enhanced materials in equipment used by a second iron ore producer.

Graphene Engineering & Innovation Centre (GEIC) Manchester, United Kingdom

The Company continues to make effective use of its presence as a Tier 1 partner at the Graphene Engineering and Innovation Centre, where the facilities are routinely used to host customer visits and the capabilities deployed to prepare PureGRAPH[®] dispersions for a range of customer evaluations; from TPU elastomers to coating precursors.

FGR were quick to establish a working laboratory at the GEIC with 4 full time staff. FGR therefore had the benefit of being “first mover” giving the Company great access to equipment capabilities and potential collaborations.

The UK team have also developed a strong relationship with the academic departments with active relationships with the Chemistry, Civil Engineering, and Composites & Textiles departments at the University of Manchester.

The development of high capacitance materials, for supercapacitor applications under an exclusive licence with the University is progressing well. A UK government supported post-doctoral researcher is in post and has successfully transferred the chemical process to the FGR laboratory at the GEIC. A further progress report on this project will be provided in Q1 2020 when early kg scale up of these novel materials will be complete.

2D Fluidics Pty Ltd

FGR, through its subsidiary, 2D Fluidics Pty Ltd, is developing a more benign approach towards the fabrication of oxidised graphene. The objective is to functionalise the surface of the graphene oxide platelets with sufficient oxygen functional groups to allow easier dispersibility in water and other aqueous mediums. This would mean potentially not requiring the 50% oxygen which is typically the result of the Hummer’s method as well as gaining the ability of “tuning” the surface oxidation to suit respective applications.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 8

Directors’ Report

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Figure 1 : Synthesis of graphene oxide via the chemical synthesis route vs the Vortex Fluidics Device (VFD) route

FGR’s method synthesises GO directly from bulk graphite using aqueous H2O2 as the green oxidant. Different energy sources have been used for the conversion of H2O2 molecules into more active peroxidic species, such as a combination of a pulsed Nd:YAG laser and/or other light sources. The irradiation promotes the dissociation of H2O2 into hydroxyl radicals which then leads to surface oxidation.

The method developed and optimised was then translated at the First Graphene laboratories in Manchester with the view to addressing scalability of the science.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 9

Directors’ Report

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Figure 2: SEM (above left) and Raman analysis of oxidised sheets (above right). The Raman analysis shows the changes in the peak positions and increases in peak intensity ratios, confirming the synthesis of oxidised surfaces

XPS analysis showed that the use of a pre-treatment step in combination with the near infrared laser gave oxidised graphene sheets with an average surface oxidation of ~3035%: this will enhance compatibility with aqueous systems.

Further trials have already demonstrated that the two-step process is reproducible and versatile, with the ability to process different starting materials of graphite. The multidisciplinary team has identified that control of the feed rate and energy input will allow us to control the surface oxidation, providing a consistent material that can be tailored as required for a range of applications.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 10

Directors’ Report

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Figure 4: XPS analysis. XPS analysis shows the increase in oxidation upon UV treatment and further oxidation post laser irradiation

Events since the end of the period

The Company announced on 21 January 2020 it had agreed to supply its graphene products exclusively to Steel Blue for application in the production of safety footwear for sale in Australia and New Zealand. Following the initial term, exclusivity will only be available to Steel Blue if Steel Blue has achieved (and continues to maintain) a minimum order quantity. The initial minimum order quantity to be achieved in the second year of the Supply Agreement is two (2) tonnes of PureGRAPH[®] .

There are no other known subsequent events of a material nature.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 11

Directors’ Report

AUDITORS INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on page 13.

Signed in accordance with a resolution of Directors and on behalf of the Directors by:

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Craig McGuckin Managing Director

Henderson, 24 February 2020

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 12

Auditor’s Independence Declaration

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First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 13

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the Half-Year Ended 31 December 2019

ncome
or the Half-Year Ended 31 December 2019
Note
Continuing operations
Revenue from contracts with customers
Cost of goods sold
Gross profit
Other income
2
Research & development
3(a)
Selling & marketing
3(b)
Mineral lease maintenance
3(c)
General & administrative
3(d)
Loss from continuing operations before tax
expense and finance
Finance income
Finance expense
Loss from continuing operations before tax
expense
Income tax benefit/(expense)
Loss after tax from continuing operations
Other comprehensive income
Items which may be reclassified to the profit or
loss
Foreign currency translation difference on
foreign operations
Total comprehensive loss for the period
attributable to the owners of First Graphene
Limited
Loss for the period attributable to:
Owners of First Graphene Limited
Non-controlling interests
Half-Year
2019
$
2018
$
82,831
8,461
(81,131)
(5,680)
1,700
2,781
865,325
626,836
(1,783,755)
(1,303,081)
(143,483)
(60,714)
(122,254)
(261,905)
(1,721,972)
(1,200,796)
(2,904,439)
(2,196,881)
8,793
27,088
(7,004)
-
(2,902,650)
(2,169,793)
-
-
(2,902,650)
(2,169,793)
4,185
25,489
(2,898,465)
(2,144,304)
(2,912,158)
(2,593,934)
9,508
424,141
(2,902,650)
(2,169,793)

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 14

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the Half-Year Ended 31 December 2019

ncome
or the Half-Year Ended 31 December 2019
Total comprehensive loss for the period
attributable to:
Owners of First Graphene Limited
Non-controlling interests
Loss per share for the period attributable to the
owners of First Graphene Limited:
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
Note Half-Year
2019
$
2018
$
(2,907,973)
(2,568,445)
9,508
424,141
(2, 898,465)
(2,144,304)
(0.62)
(0.64)
(0.62)
(0.64)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 15

Consolidated Statement of Financial Position

As at 31 December 2019

Note
Current Assets
Cash and cash equivalents
Inventories
4
Trade and other receivables
5
Other current assets
Total Current Assets
Non-Current Assets
Property, plant and equipment
6
Right of use asset
Intangible assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
5
Lease liabilities
Total Current Liabilities
Lease liabilities
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
7
Reserves
Accumulated losses
Capital and reserves attributable to the owners
of First Graphene Limited
Non-controlling interest
Total Equity
31
December
2019
$
30
June
2019
$ 4,645,042
3.664,137
1,722,687
1,005,641
62,328
182,250
348,498
377,841
6,778,555
5,229,869
2,077,796
1,627,502
256,621
-
250,000
250,000
2,584,417
1,877,502
9,362,972
7,107,371
925,725
1,019,622
70,638
-
996,363
1,019,622
189,771
-
189,771
1,186,134
1,019,622
8,176,838
6,087,749
89,406,903
85,068,406
5,801,340
5,148,099
(87,204,188)
(84,292,030)
8,004,055
5,924,475
172,783
163,274
8,176,838
6,087,749

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

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 16

Consolidated Statement of Changes in Equity For the Half-Year Ended 31 December 2019

As at 1 July 2019
Profit/(loss) for the period
Other comprehensive
income
Total comprehensive
income for the period
Transactions with owners
in their capacity as
owners
Shares issued
Option based payment
transactions
Balance at 31 December
2019
Issued capital
Share based
payments
reserve
Options
reserve
Translation
reserve
Accumulated
losses
Non-
controlling
interest
Total equity
85,068,406
4,703,404
467,202
(22,507)
(84,292,030)
163,275
6,087,749
-
-
-
-
(2,912,158)
9,508
(2,902,650)
-
-
-
4,185
-
-
4,185
-
-
-
4,185
(2,912,158)
9,508
(2,898,465)
4,338,497
-
-
-
-
-
4,338,497
-
649,056
-
-
-
-
649,056
89,406,903
5,352,460
467,202
(18,322)
(87,204,188)
172,783
8,176,838

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

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 17

Consolidated Statement of Changes in Equity For the Half-Year Ended 31 December 2018

As at 1 July 2018
Profit/(loss) for the period
Other comprehensive
income
Total comprehensive
income for the period
Transactions with owners
in their capacity as
owners
Shares issued
Shares issued from the
exercise of options
Share issue costs
Balance at 31 December
2018
Issued
capital
Share
based
payments
reserve
Options
reserve
Translation
reserve
Other
reserve
Accumulated
losses
Non-
controlling
interest
Total equity
79,104,128
4,368,628
467,202
(31,892)
(489,997)
(76,437,389)
(80,435)
6,900,245
-
-
-
-
-
(2,593,934)
424,141
(2,169,793)
-
-
-
25,489
-
-
-
25,489
-
-
-
25,489
-
(2, 593,934)
424,141
(2,144,304)
1,450,000
-
-
-
-
-
-
1,450,000
10,019
-
-
-
-
-
-
10,019
(95,575)
-
-
-
-
-
-
(95,575)
80,468,572
4,368,628
467,202
(6,403)
(489,997)
(79,031,323)
343,706
6,120,385

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

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 18

Consolidated Statement of Cash Flows For the Half-Year Ended 31 December 2019

Cash flows from operating activities
Revenue from sales
Payments to suppliers and employees
Interest received
Interest expense
Other income – R&D credit received
Other income
Net cash outflows from operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Proceeds from the sale of property, plant and
equipment
Net cash outflows from investing activities
Cash flow from financing activities
Proceeds from the placement of shares
Proceeds from exercise of options
Payment for share issue costs
Proceeds received from third party
Payments of lease liabilities
Net cash inflows from financing activities
Net decrease in cash and cash equivalents
Exchange rate adjustments
Cash and cash equivalents at beginning of the
period
Cash at the end of the period
Half-Year
2019
$
2018
$
62,885
8,461
(3,903,779)
(2,993,976)
5,638
6,693
(7,004)
(1,288)
999,582
461,515
-
37,364
(2,842,678)
(2,481,231)
(554,135)
(482,367)
1,864
13,090
(552,271)
(469,277)
-
1,450,000
4,331,466
10,019
-
(150,150)
75,000
-
(33,766)
(12,837)
4,372,700
1,297,032
977,751
(1,653,476)
3,154
20,394
3,664,137
4,838,930
4,645,042
3,205,848

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

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 19

Notes to the Consolidated Financial Statements

1. Basis of preparation of half-year financial statements

This interim consolidated financial report for the half-year reporting period ended 31 December 2019 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This interim consolidated financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the Annual Financial Statements of First Graphene Limited as at 30 June 2019 and any public announcements made by First Graphene Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

These interim financial statements were authorised for issue in accordance with a resolution of directors on 24 February 2020.

Accounting policies

New standards, interpretation and amendments adopted by the Group

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 30 June 2019, except for the adoption of new standards effective as of 1 July 2019. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

Several other amendments and interpretations applied for the first time in 2019, but do not have an impact on the interim condensed consolidated financial statements of the Group.

AASB 16 Leases

Effective 1 July 2019, AASB 16 has replaced AASB 17 Leases and IFRIC 4 Determining whether an Arrangement Contains a Lease .

AASB16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, together with options to exclude leases where the lease term is 12 months or less, or where the underlying asset is of low value. AASB 16 substantially carries forward the lessor accounting in AASB 17, with the distinction between operating leases and finance leases being retained. The Group does not have significant leasing activities acting as a lessor.

(a) Transition Method and Practical Expedients Utilised

The Group adopted AASB 16 using the modified retrospective approach, with recognition of transitional adjustments on the date of initial application (1 July 2019), without restatement of comparative figures. The Group elected to apply the practical expedient to not reassess whether a contract is, or contains, a lease at the date of initial application. Contracts entered into before the transition date which were not identified as leases under AASB 17 and IFRIC 4 were not reassessed. The definition of a lease under AASB 16 was applied only to contracts entered into or changed on or after 1 July 2019.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 20

Notes to the Consolidated Financial Statements

AASB 16 provides for certain optional practical expedients, including those related to the initial adoption of the standard. The Group applied the following practical expedients when applying AASB 16 to leases previously classified as operating leases under AASB 17:

  • Apply a single discount rate to a portfolio of leases with reasonably similar characteristics;

  • Exclude initial direct costs from the measurement of right-of-use assets at the date of initial application for leases where the right-of-use asset was determined as if AASB 16 had been applied since the commencement date;

  • Reliance on previous assessments on whether leases are onerous as opposed to preparing an impairment review under AASB 36 as at the date of initial application; and

  • Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease term remaining as of the date of initial application.

As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred substantially all of the risks and rewards of ownership. Under AASB 16, the Group recognises right-of-use assets and lease liabilities for most leases. However, the Group has elected not to recognise right-of-use assets and lease liabilities for some leases of low value assets based on the value of the underlying asset when new or for short-term leases with a lease term of 12 months or less.

On adoption of AASB 16, the Group recognised right-of-use assets and lease liabilities in relation to leases of the Henderson graphene facility, which had previously been classified as operating leases.

The lease liability was measured at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate as at 1 July 2019. The Group’s incremental borrowing rate is the rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions. The weightedaverage rate applied was 5.0%.

The right-of-use assets were measured as follows:

  • (a) Henderson graphene facility: Right-of-use assets are measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.

The following table presents the impact of adopting AASB 16 on the statement of financial position as at 1 January 2019:


osition as at 1 January 2019:
Right-of-use-assets
Lease liabilities
Net impact on accumulated losses
1 July 2019
294,175
(294,175)
-

Included in profit or loss for the period are $37,554 of amortisation of right-of-use assets and $7,004 of finance expense on lease liabilities. Short-term or low-value leases included in profit or loss for the period was $52,181.

The following table reconciles the minimum lease commitments disclosed in the Group’s 30 June 2019 annual financial statements to the amount of lease liabilities recognised on 1 July 2019:

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 21

Notes to the Consolidated Financial Statements

Minimum operating lease commitment at 30 June 2019
Less: short term or low value leases not recognised under AASB 16
Undiscounted lease payments
Less: effect of discounting using the incremental borrowing rate as at
date of initial application
Lease labilities recognised at 1 July 2019
1 July 2019
400,106
(75,363)
324,743
(30,568)
294,175

(b) Significant Accounting Policies subsequent to Transition

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

  • Leases of low value assets; and

  • Leases with a term of 12 months or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the group’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

  • amounts expected to be payable under any residual value guarantee;

  • the exercise price of any purchase option granted in favour of the group if it is reasonably certain to assess that option;

  • any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

  • lease payments made at or before commencement of the lease;

  • initial direct costs incurred; and

  • the amount of any provision recognised where the group is contractually required to dismantle, remove or restore the leased asset.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate or when there is a change in the assessment of the term of any lease.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 22

Notes to the Consolidated Financial Statements

Going Concern

For the period ended 31 December 2019 the entity recorded a loss of $2,902,650 and had net cash outflows from operating activities of $2,842,678.

The ability of the entity to continue as a going concern is dependent on securing additional funding through the sale of equity securities to either existing or new shareholders to continue to fund its operational and marketing activities.

These conditions indicate a material uncertainty which may cast a significant doubt about the entity’s ability to continue as a going concern and, therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business.

The financial statements have been prepared on the basis the entity is a going concern, which contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business for the following reasons:

• The entity expects to receive additional funds via the issue of equity securities to either existing or new shareholders; and

• In the event of further funds not being raised, the entity’s activities would be wound back to a sustainable level.

Should the entity not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts which differ from those stated in the financial statements and the financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities which might be necessary should the entity not continue as a going concern.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 23

Notes to the Consolidated Financial Statements

2. Other income

2.
Other income
Research & Development grants and tax
incentives
Profit on sale of property, plant and equipment
Other income
Total other income
3.
Expenses
(a) Research & development expenses
Employee expenses
Consultants and research programs
Depreciation
Amortisation
Other
(b) Selling & marketing
Employee expenses
Advertising & promotions
Other
(c) Mining Lease maintenance
Employee expenses
Depreciation
Amortisation
Other
(d) General & administrative
Employee expenses
Finance & company secretarial fees
Legal and other professional fees
ASX listing, share registry and other corporate
costs
AIM listing and new business expenses
Depreciation
Amortisation
Option expense (non-cash)
Other expenses
Total administrative expenses
31 December
2019
$
31 December
2018
$ 863,461
614,935
1,864
11,268
-
634
865,325
626,837
531,885
238,220
446,902
266,706
140,028
137,082
17,912
1,897
647,028
689,176
1,783,755
1,303,081
55,800
-
84,903
60,714
2,780
-
144,483
60,714
8,486
69,663
20,145
48,026
10,324
25,494
83,299
118,723
122,254
261,905
108,394
25,483
256,426
321,708
205,548
142,695
77,020
44,418
-
361,617
22,215
5,169
3,814
-
649,056
-
399,499
299,707
1,721,972
1,200,796

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 24

Notes to the Consolidated Financial Statements

4. Inventory

Raw materials
Work in progress
Finished goods
5.
Financial assets and liabilities
Financial assets
Trade and other receivables
Total financial assets
Current
Non-current
Total financial assets
Financial liabilities
Trade payables and other payables
Total financial liabilities
Current
Non-current
Total financial liabilities
31 December
2019
$
30 June
2019
$ 1,220,391
1,005,641
17,795
-
484,501
-
1,722,687
1,005,641
31 December
2019
$
30 June
2019
$ 62,328
182,250
62,328
182,250
62,328
182,250
-
-
62,328
182,250
925,725
1,019,622
925,725
1,019,622
925,725
1,019,622
-
-
925,725
1,019,622

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 25

Notes to the Consolidated Financial Statements

6. Property, plant and equipment

31 December 2019
Exploration
equipment
Leasehold
improvement
Plant and
equipment
Office
equipment
Motor vehicles
Total
Carrying amount at beginning of period
Additions
Depreciation
Movement due to foreign exchange
Carrying amount at end of period
30,042
-
1,326,534
239,464
31,462
1,627,502
-
-
778,498
20,156
-
798,655
(20,145)
-
(274,502)
(48,277)
(10,531)
(353,455)
(308)
-
5,626
49
(272)
5,094
9,589
-
1,836,156
211,392
20,659
2,077,796
30 June 2019
Exploration
equipment
Leasehold
improvement
Plant and
equipment
Office
equipment
Motor vehicles
Total
Carrying amount at beginning of period
Additions
Cost of plant and equipment sold
Accumulated amortisation of equipment sold
Depreciation
Movement due to foreign exchange
Carrying amount at end of period
98,939
45,566
944,833
107,900
32,105
1,229,343
-
-
711,511
195,949
20,512
927,972
-
-
(38,522)
(36,288)
-
(74,810)
-
-
34,426
12,179
-
46,605
(67,300)
(43,565)
(324,309)
(39,935)
(19,506)
(494,615)
(1,597)
(2,001)
(1,405)
(342)
(1,649)
(6,994)
30,042
-
1,326,534
239,464
31,462
1,627,502

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 26

Notes to the Consolidated Financial Statements

7. Issued capital

.
Issued capital
Issued and Paid-Up Capital
Opening ordinary shares, fully
paid
Movements in ordinary share
capital
At beginning of the period
Placement to institutional
investors
Issues to investors July to
December through exercise of
options
Share issue costs
At end of the period
31
December
2019
Number of
Shares
30 June
2019
Number of
Shares
31
December
2019
$
30 June
2019
$ 474,720,081
445,849,952
89,406,903
85,068,406
31
December
2019
Number of
Shares
31
December
2018
Number of
Shares
31
December
2019
$
31
December
2018
$ 445,849,952
403,784,541
85,068,406
79,104,128
-
9,666,670
-
1,450,000
28,870,129
66,791
4,338,497
10,019
-
-
-
(95,575)
474,720,081
413,518,002
89,406,903
80,468,572

8. Dividends

No dividends have been paid or declared during the period. (2018: Nil)

9. Earnings per share

2019 2018
A$ A$
Loss attributable to the owners of First Graphene used
in calculating basic and diluted loss per share
(2,814,019) (2,593,934)
Number of shares Number of shares
Weighted average ordinary shares used in calculating
basic and diluted earnings per share
469,429,435 404,732,390
Basic and diluted loss per share - cents per share (0.62) (0.64)

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 27

Notes to the Consolidated Financial Statements

10. Options

(a)
Share options
Listed share options
At the beginning of the period
Options issued
Options exercised during theperiod
At the end of the period
(b)
Share options
Unlisted share options
At the beginning of the period
Options issued
Options expired
At the end of the period
31 December
2019
30 June
2019
Number
Number
85,774,779
91,180,186
-
3,500,000
(28,870,129)
(8,905,407)
56,904,650
85,774,779
31 December
2019
30 June
2019
Number
Number
5,000,000
500,000
9,000,000
5,000,000
-
(500,000)
14,000,000
5,000,000

11. Share based payments

The value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options (the vesting period), ending on the date on which the relevant employees become fully entitled to the option (the vesting date).

Share based payment expense

The Group recognised total share-based payment expense in the half-year as follows:

Half Year
2019
2018
Options issued to directors
Total
649,056
-
649,056
-

The issue of unlisted options to Directors was approved at the Company’s Annual General Meeting on 8 November 2019.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 28

Notes to the Consolidated Financial Statements

Using the Black Scholes option pricing model and based on the assumptions set out below, the Director Options were ascribed the following value:

Assumptions:
Valuation date 8 November 2019
Market price of shares $0.16
Exercise price $0.25
Expiry date (length of time from issue) 8 November 2023 – 4.0 years
Risk free interest rate 0.73%
Volatility 75%
Indicative Value of Director Option (cents) 0.0721
Total Value of Director Options - $ 649,056

12. Segment reporting

Identification of reportable segments

The Group has identified its operating segments based on the internal reports which are reviewed and used by the Board (the chief operating decision makers) in assessing performance and in determining the allocation of resources.

The existing operating segments are identified by management based on the way the Group’s operations were carried out during the financial year. Discrete financial information about each of these operating businesses is reported to the Board on a monthly basis.

The reportable segments are based on aggregated operating segments determined by the similarity of the asset base and revenue or income streams, as these are the sources of the Group’s major risks and have the most effect on the rates of return. The Group’s segment information for the current reporting period is reported based on the following segments:

Graphene production

The Board has defined a new reportable segment for the current year, being graphene production from the Henderson facility. As the Company expands its graphene production and inventory, the Board monitors the Company based on actual verses budgeted expenditure incurred.

Research and development

As the Company expands its research inhouse and in conjunction with third parties, the Board monitors the Company based on actual verses budgeted expenditure incurred.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 29

Notes to the Consolidated Financial Statements

12. Segment reporting (continued)

Corporate services

This segment reflects the overheads associated with maintaining the ASX listed FGR corporate structure, identification of new assets and general management of an ASX listed entity.

Mining and exploration activities

Although the Company has suspended its mineral exploration and development in Sri Lanka the Board monitors the Company based on actual verses budgeted exploration expenditure incurred.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 30

Notes to the Consolidated Financial Statements

12. Segment reporting (continued)

Business Graphene Production Production Research & Development Corporate Services Corporate Services Mining & Exploration Total Total
Segment
6 months to 6 months to 6 months to 6 months to 6 months to 6 months to 6 months to
6 months to
6 months to 6 months to
31 31 31 31 31 31 31
31
31 31
December December December December December December December
December
December December
2019 2018 2019 2018 2019 2018 2019
2018
2019 2018
A$ A$ A$ A$ A$ A$ A$
A$
A$ A$
Revenue from
external
customers 82,831 8,491 - - - - -
-
82,831 8,491
Interest
revenue - 423 - - 5,641 6.022 -
247
5,641 6,693
Operating loss 1,700 - (812,243) (781,567) (1,878,635) (1,234,668) (124,841)
(242,528)
2,814,019 (2,196,793)
Depreciation
expense 163,165 137,082 131,854 - 30,375 1,010 28,090
69,914
353,455 208,006
Amortisation
expense 15,828 - 17,913 - 3,814 - -
7,765
37,554 7,765
Business Graphene Production Research & Development
Corporate Services
Mining & Exploration Total
Segment
31 31 31 31 31
December 30 June December 30 June December 30 June December
30 June
December 30 June
2019 2019 2019 2019 2019 2019 2019
2019
2019 2019
Segment assets 1,722,687 - 2,566,183 3,150,752 5,029,468 3,892,485 44,633
64,134
9,362,972 7,107,371
Segment
liabilities
- - 57,197 -255,203 1,120,091 751,710 8,845
12,709
1,186,134 1,019,622

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 31

Notes to the Consolidated Financial Statements

12. Segment reporting (continued)

Geographical areas

In presenting the information based on geographical areas, segment revenue is based on the geographical location of operations. Segment assets are based on the geographical location of the assets.

6 months to 31
31
6 months to 31
December
December
December
30 June
2019
2019
2018
2019
Geographical segments Revenue
Total Assets
Revenue
Total Assets
$
$
$ $
Australia
United Kingdom
Sri Lanka
Total
82,831
9,290,748
886,109
7,027,171
-
27,590
-
29,724
-
44,634
247
50,476
82,831
9,362,971
886,356
7,107,371

Reconciliation of segment assets and liabilities to the Statement of financial Position Reconciliation of segment assets to the Statement of Financial Position

31 December
30 June
2019
2019
$
$
Total segments assets
Inter-segment elimination
Total assets per statement of financial position
10,503,693
8,613,843
(1,140,722)
(1,506,472)
9,362,971
7,107,371

Reconciliation of segment liabilities to the Statement of Financial Position


31 December
30 June
2019
2019
$
$
Total segments liabilities
Inter-segment elimination
Total liabilities per statement of financial position
7,943,955
7,655,421
(6,757,821)
(6,635,799)
1,186,134
1,019,622

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 32

Notes to the Consolidated Financial Statements

13. Subsequent events after Reporting Date

The Company announced on 21 January 2020 it had agreed to supply its graphene products exclusively to Steel Blue for application in the production of safety footwear for sale in Australia and New Zealand. Following the initial term, exclusivity will only be available to Steel Blue if Steel Blue has achieved (and continues to maintain) a minimum order quantity. The initial minimum order quantity to be achieved in the second year of the Supply Agreement is two (2) tonnes of PureGRAPH[®] .

There are no other known subsequent events of a material nature.

14. Commitments

There have been no other changes to commitments since 30 June 2019.

15. Contingent liabilities and contingent assets

There has been no material change to contingent liabilities and contingent assets since 30 June 2019.

16. Related Party Transactions

There has been no change to related party transactions other than the issue of options disclosed in note 10.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 33

Director’s Declaration

In the Directors’ opinion:

  • a) The financial statements and notes set out on pages 14 to 33 are in accordance with the Corporations Act 2001, including:

  • a. Complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and

  • b. Giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2019 and of its performance for the half-year ended on that date, and

  • b) There are reasonable grounds to believe First Graphene Limited will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors on 24 February 2020.

==> picture [121 x 81] intentionally omitted <==

Craig McGuckin Managing Director

Henderson, 24 February 2020

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 34

Independent Auditor’s Report

==> picture [480 x 678] intentionally omitted <==

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 35

Independent Auditor’s Report

==> picture [483 x 682] intentionally omitted <==

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 36

Additional Securities Information

(Note this information does not form part of the audit reviewed financial statements)

Additional information not shown elsewhere in this report is as follows. This information is complete as at 19 February 2020.

a) Distribution of Shareholdings – Fully Paid Ordinary Shares:

Size of Holding Number of Shareholders
Number of Share
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
127
23,799
1,064
3,748,607
880
6,941,154
2,137
79,011,724
527
385,344,797
4,735
475,070,081
Equity Security Quoted Unquoted
Fully paid ordinary shares 475,070,081 -
Options 56,904,650 15,000,000

b) Top 20 Security Holders – Fully Paid Ordinary Shares (FGR)

Name of Holder Number of Shares
%
1
J P Morgan Nominees Australia Pty Limited
2
Twynam Investments Pty Ltd
3
Building On The Rock Limited
4
IPS Nominees Limited
5
Gregorach Pty Ltd
6
Citicorp Nominees Pty Limited
7
Debt Management Asia Corporation
8
Mr Craig Robert McGuckin & Mrs Lee Ann
McGuckin
9
Ginga Pty Ltd
10
Hallidaf Management Ltd
11
William Taylor Nominees Pty Ltd
12
HSBC Custody Nominees (Australia) Limited
13
Sunset Capital Management Pty Ltd Superfund A/C>
14
BNP Paribas Nominees Pty Ltd Retail Client DRP>
15
Bissapp Software Pty Ltd Account>
16
Mr Kie Chie Wong
17
Ms Fadillah Burhan Hasibuan
18
Mr Ryan Jehan Rockwood
19
Pavarai Pty Ltd
20
Mrs Gayle Teresa Crabbe
Total
Total issued capital
64,524,212
13.58
24,013,177
5.05
16,666,667
3.51
16,609,865
3.50
14,905,946
3.14
13,730,931
2.89
9,057,515
1.91
7,158,513
1.51
7,140,776
1.50
6,094,794
1.28
4,059,962
0.85
4,057,163
0.85
4,000,000
0.84
3,845,763
0.81
3,495,505
0.74
3,141,552
0.66
3,089,230
0.65
3,000,000
0.63
2,900,000
0.61
2,708,500
0.57
214,200,071
45.09
475,070,081

At 19 February 2020, there were 536 shareholders holding less than a marketable parcel of shares ($0.165 cents on this date) in the Company totalling 1,036,044 ordinary shares amounting to 0.22% of the issued capital.

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 37

Additional Securities Information

c) Top 20 Security Holders – Options (FGROC) at 19 February 2020

Name of Holder Number of Shares
%
1
Mrs Gayle Teresa Crabbe
2
Gregorach Pty Ltd
3
Ms Fadillah Burhan Hasibuan
4
IPS Nominees Limited
5
Pavarai Pty Ltd
6
Gregorach Pty Ltd
7
Mr Alan Wesley Patterson-Kane
8
Bolam Materials Research Ltd
9
Mr Christopher James Bellew
10
Geo Ban Consulting Pty Ltd
11
Mr Gregory John Keir
12
Mrs Terri Frances Youd
13
SDG Nominees Pty Ltd A/C>
14
Mr Shaun Phillip Van Dyk
15
Mr David Christopher Kemp
16
Dr Andrea Mary Louis & Dr Ronald Lee Louis

17
Ginga Pty Ltd
18
J P Morgan Nominees Australia Pty Limited
19
Celtic Capital Pte Ltd
20
Cambourne Capital Pty Limited
Total
Total issued options
6,531,388
11.48
5,137,500
9.03
2,850,979
5.01
2,097,683
3.69
1,893,750
3.33
1,863,244
3.27
1,710,000
3.01
1,550,000
2.72
1,528,168
2.69
1,459,091
2.56
1,200,000
2.11
1,085,343
1.91
1,000,000
1.76
756,178
1.33
743,063
1.31
711,175
1.25
678,477
1.19
613,947
1.08
600,000
1.05
563,669
0.99
34,573,655
60.76
56,904,650

First Graphene Limited Consolidated Interim Financial Report – December 2019

Page 38