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MACH7 TECHNOLOGIES LIMITED Annual Report 2007

Aug 30, 2007

65285_rns_2007-08-30_98537bf7-702a-4480-a0d3-7f3d9aecef37.pdf

Annual Report

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Safety Medical Products Limited ABN 26 007 817 192

Appendix 4E Preliminary final report Period ended 30 June 2007

The following information is provided to the ASX under listing rule 4.3A.

  1. The reporting period is the financial year ended 30 June 2007 including comparative information for the year ended 30 June 2006
information for the year ended 30 June 2006
2. "Results for announcement to the Market".
2.1 The amount and percentage change up or up by $855,000 to $855,000
down from the previous corresponding period
of revenue from ordinary activities.
2.2 The amount and percentage change up down up by 1.0% to $(1,538,000)
from the previous corresponding period of profit
(loss) from ordinary activities after tax
attributable to members.
2.3 The amount and percentage change up or up by 1.0% to $(1,538,000)
down from the previous corresponding period
of net profit (loss) for the period attributable to
members.
2.4 The amount per security and franked amount nil
per security of final and interim dividends.
2.5 The record date for determining not applicable
entitlements to the dividends (if any).
2.6 A brief explanation of any of the figures in 2.1 Please refer to the attached media
to 2.4 necessary to enable the figures to be release.
understood.
3. An income statement together with notes to the Please refer to the attached financial
statement, prepared in compliance with AASB report.
101 or the equivalent foreign accounting
standard.
4. A balance sheet together with notes to the Please refer to the attached financial
statement. report.
5. A cash flow statement together with notes to Please refer to the attached financial
the statement. report.
6. Details of individual and total dividends or No dividends or distributions were
distributions and dividend or distribution made during the period.
payments.
7. Details of any dividend or distribution Not applicable
reinvestment plans in operation and the last
date for the receipt of an election notice for
participation in any dividend or distribution
reinvestment plan.
8. A statement of retained earnings showing Please refer to the attached financial
movements. report.

Page 1 of 2

  1. Net tangible assets per security with the 2006/07 – 3.47c comparative figure for the previous 2005/06 – 3.32c

corresponding period.

  1. Details of entities over which control has been gained or lost during the period, including the following.

Name of the entity.

The date of the gain or loss of control.

Where material to an understanding of the report – the contribution of such entities to the reporting entity’s profit from ordinary activities during the period and the profit or loss of such entities during the whole of the previous corresponding period.

Baratex Pty Ltd – trading as ProControl Systems.

Control gained on 9 February 2007.

Please refer to the attached financial report and press release.

Name of the entity.

The date of the gain or loss of control.

Where material to an understanding of the report – the contribution of such entities to the reporting entity’s profit from ordinary activities during the period and the profit or loss of such entities during the whole of the previous corresponding period.

  1. Details of associates and joint venture entities including the following.

  2. Any other significant information needed by an investor to make an informed assessment of the entity’s financial performance and financial position.

  3. For foreign entities, which set of accounting standards is used in compiling the report (e.g. International Accounting Standards).

  4. A commentary on the results for the period.

  5. A statement as to whether the report is based on accounts which have been audited or subject to review, are in the process of being audited or reviewed, or have not yet been audited or reviewed

Bagot Press Pty Ltd

Control gained on 1 May 2007. Please refer to the attached financial report and press release.

Not applicable

Please refer to the attached financial report and press release.

Not applicable

Please refer to the attached financial report and press release.

This report is based upon accounts that are currently in the process of being audited. The Directors do not anticipate any items arising that would give rise to a dispute or qualification.

==> picture [141 x 53] intentionally omitted <==

J Riemelmoser Managing Director 31 August 2007

Page 2 of 2

Safety Medical Products Limited FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2007

Income statements 1
Statements of changes in equity 2
Balance sheets 4
Cash flow statements 5

NOTES TO THE FINANCIAL STATEMENTS

Note 1 Reporting entity 6
Note 2 Basis of preparation 6
Note 3 Significant accounting policies 7
Note 4 Determination of fair values 12
Note 5 Segment reporting 13
Note 6 Acquisition of subsidiaries 15
Note 7 Revenue 17
Note 8 Other income 17
Note 9 Personnel expenses 17
Note 10 Financial income and expense 17
Note 11 Auditors’ remuneration 18
Note 12 Income tax expense 18
Note 13 Earnings per share 19
Note 14 Trade and other receivables 19
Note 15 Inventories 19
Note 16 Financial assets 19
Note 17 Tax assets and liabilities 20
Note 18 Property, plant and equipment 21
Note 19 Intangible assets 22
Note 20 Trade and other payables 22
Note 21 Loans and borrowings 23
Note 22 Share capital 24
Note 23 Reserves 24
Note 24 Employee benefits 25
Note 25 Financial instruments 27
Note 26 Capital and other commitments 29
Note 27 Consolidated entities 29
Note 28 Cash and cash equivalents 30
Note 29 Reconciliation of cash flows from operating activities 30
Note 30 Related parties 31
Note 31 Dividends 35
Note 32 Events subsequent to reporting date 35

Safety Medical Products Limited and its controlled entities Income statements For the year ended 30 June 2007

For the year ended 30 June 2007
Consolidated Company
Note 2007
$’000
2006
$’000
2007
$’000
2006
$’000
Revenue
7
Cost of sales
Gross profit
Other income
8
Research and development expenses
Business development, marketing and
intellectual property expenses
Administrative expenses
Results from operating activities
Financial income
10
Financial expense
10
Loss before tax
Income tax (expense)/benefit
12
Loss for the year
Earnings per share for profit attributable
to the ordinary equity holders of the
company:
Basic earnings per share (cents)
13
Diluted earnings per share (cents)
13
855
-
(358)
-
497
-
246
-
(33)
(57)
(475)
(670)
(1,752)
(968)
(1,517)
(1,695)
46
69
(178)
(1)
(1,649)
(1,627)
111
104
(1,538)
(1,523)
(2.7)
(3.6)
(1.7)
(2.3)
3
-
(2)
-
1
-
244
-
(33)
(57)
(470)
(670)
(1,012)
(968)
(1,270)
(1,695)
45
69
(174)
(1)
(1,399)
(1,627)
36
104
(1,363)
(1,523)

The income statements are to be read in conjunction with the attached notes to the financial statements.

Page 1

Safety Medical Products Limited and its controlled entities

Statements of changes in equity For the financial year ended 30 June 2007

Consolidated

Consolidated
2007
Note
Issued
Capital
Accumulated
losses
$’000
$’000
Equity
compensation
reserve
Total
equity
$’000
$’000
Opening balance at 1 July 2006
Total recognised income and expense
for the period
Shares Issued
22
Transaction costs
Closing balance at 30 June 2007
Amounts are stated net of tax
2,887
(1,834)
~~-~~
(1,538)
6,993
-
(59)
-
742
1,795
-
(1,538)
-
6,993
-
(59)
9,821
(3,372)
742
7,191
2006
Note
Issued
Capital
Accumulated
losses
Equity
compensation
reserve
Total
equity
$’000
$’000
$’000
$’000
Opening balance at 1 July 2005
Total recognised income and expense
for the period
Shares issued
22
Transaction costs
Equity settled share based payment
transactions
23
Closing balance at 30 June 2006
Amounts are stated net of tax
271
(311)
-
(40)
~~-~~
(1,523)
-
(1,523)
6,010
-
-
6,010
(3,394)
-
-
(3,394)
-
-
742
742
2,887
(1,834)
742
1,795

The statements of changes in equity should be read in conjunction with the notes to the financial statements.

Page 2

Safety Medical Products Limited and its controlled entities

Statements of changes in equity For the financial year ended 30 June 2007

Company
2007
Note
Issued
Capital
Accumulated
losses
$’000
$’000
Equity
compensation
reserve
Total
equity
$’000
$’000
Opening balance at 1 July 2006
Total recognised income and expense
for the period
Shares Issued
22
Transaction costs
Closing balance at 30 June 2007
Amounts are stated net of tax
2,887
(1,834)
~~-~~
(1,363)
6,993
-
(59)
-
742
1,795
-
(1,363)
-
6,993
-
(59)
9,821
(3,197)
742
7,366
2006
Note
Issued
Capital
Accumulated
losses
Equity
compensation
reserve
Total
equity
$’000
$’000
$’000
$’000
Opening balance at 1 July 2005
Total recognised income and expense
for the period
Shares issued
22
Transaction costs
Equity settled share based payment
transactions
23
Closing balance at 30 June 2006
Amounts are stated net of tax
271
(311)
-
(40)
~~-~~
(1,523)
-
(1,523)
6,010
-
-
6,010
(3,394)
-
-
(3,394)
-
-
742
742
2,887
(1,834)
742
1,795

The statements of changes in equity should be read in conjunction with the notes to the financial statements.

Page 3

Safety Medical Products Limited and its controlled entities Balance sheets As at 30 June 2007

As at 30 June 2007
Note Consolidated
2007
$’000
2006
$’000
Company
2007
$’000
2006
$’000
Assets
Cash and cash equivalents
28
Trade and other receivables
14
Inventories
15
Current tax assets
17
Total current assets
Non-current assets
Financial assets
16
Net deferred tax assets
17
Property, plant and equipment
18
Intangible assets
19
Total non-current assets
Total assets
5
Liabilities
Trade and other payables
20
Loans and borrowings
21
Employee benefits
24
Total current liabilities
Non-current liabilities
Loans and borrowings
21
Employee benefits
24
Total non-current liabilities
Total liabilities
5
Net assets
Equity
Issued capital
22
Reserves
23
Accumulated losses
Total equity
476
1,709
615
52
460
42
18
104
1,569
1,907
-
-
46
-
1,966
155
4,735
-
6,747
155
8,316
2,062
925
247
21
-
101
20
1,047
267
14
-
64
-
78
-
1,125
267
7,191
1,795
9,821
2,887
742
742
(3,372)
(1,834)
7,191
1,795
363
1,709
7
52
229
42
36
104
635
1,907
5,850
-
-
-
1,107
155
-
-
6,957
155
7,592
2,062
189
247
-
-
31
20
220
267
-
-
6
-
6
-
226
267
7,366
1,795
9,821
2,887
742
742
(3,197)
(1,834)
7,366
1,795

The balance sheets are to be read in conjunction with the attached notes to the financial statements.

Page 4

Safety Medical Products Limited and its controlled entities Cash flow statements For the year ended 30 June 2007

For the year ended 30 June 2007
Note Consolidated
2007
$’000
2006
$’000
Company
2007
$’000
2006
$’000
Cash flows from operating activities
Cash receipts from customers
Cash paid to suppliers and employees
Cash generated from operations
Interest paid
Income taxes (paid) / received
Net cash from operating activities
29
Cash flows from investing activities
Interest received
Dividends received
Proceeds from sale of investments
Acquisition of other investments
Acquisition of subsidiary, net of cash
acquired
Acquisition of property, plant and
equipment
18
Net cash from investing activities
Cash flows from financing activities
Proceeds from issue of share capital
22
Proceeds from borrowings
Repayment of borrowings
Net cash from financing activities
Net increase/(decrease) in cash and
cash equivalents
Cash and cash equivalents at 1 July
Cash and cash equivalents at 30 June
28
955
3
(2,563)
(1,566)
(1,608)
(1,563)
(4)
(1)
65
76
(1,547)
(1,488)
45
69
1
-
75
-
(250)
-
(1,235)
-
(1,779)
(162)
(3,143)
(93)
3,434
3,358
35
-
(12)
(53)
3,457
3,305
(1,233)
1,724
1,709
(15)
476
1,709
246
3
(1,674)
(1,566)
(1,428)
(1,563)
-
(1)
104
76
(1,324)
(1,488)
44
69
1
-
75
-
(250)
(2,350)
-
(976)
(162)
(3,456)
(93)
3,434
3,358
-
-
-
(53)
3,434
3,305
(1,346)
1,724
1,709
(15)
363
1,709

The cash flow statements are to be read in conjunction with the attached notes to the financial statements.

Page 5

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

1 Reporting entity

Safety Medical Products Limited (the "Company") is a company domiciled in Australia. The consolidated financial statements of the Company for the financial year ended 30 June 2007 comprise the Company and its subsidiaries (together referred to as the "consolidated entity"). The consolidated entity primarily is involved in the development, manufacture and commercialisation of medical products, printing and distribution of products for the pharmaceutical industry and the provision of industrial control and automation systems, machine vision, robotics and turn-key solutions.

2 Basis of preparation

(a) Statement of Compliance

The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (‘AASBs’) adopted by the Australian Accounting Standards Board (‘AASB’) including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 . The consolidated financial report of the consolidated entity also complies with the IRFSs and interpretations adopted by the International Accounting Standards Board.

(b) Basis of measurement

The financial report is prepared on the historical cost basis.

(c) Functional and presentation currency The financial report is presented in Australian dollars which is the Company’s functional currency and the functional currency of all subsidiaries.

(d) Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that effect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes:

  • Note 6 – business combinations

  • Note 17 – utilisation of tax losses

  • Note 23 – measurement of share based payments

Page 6

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

3 Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in the consolidated financial report and have been applied consistently by all entities in the consolidated entity.

(a) Basis of consolidation (i) Subsidiaries

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial report from the date that control commences until the date that control ceases.

In the Company’s financial statements, investments in subsidiaries are carried at cost.

(ii) Transactions eliminated on consolidation

Intra-group balances, and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial report.

(b) Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Nonmonetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined.

(c) Financial Instruments Share capital

Ordinary shares

Incremental costs directly attributable to issue of ordinary shares and share options are recognised as a deduction from equity, net of any related income tax benefit.

(d) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.

Costs include expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour and any other costs directly attributable to bring the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

(ii) Subsequent costs

The consolidated entity recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the consolidated entity and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred.

Page 7

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

3 Significant accounting policies (continued)

  • (iii) Depreciation

With the exception of freehold land, depreciation is charged to the income statement using the diminishing value method over the estimated useful lives of each part of an item of property, plant and equipment. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The estimated useful lives in the current and comparative periods are as follows:

 plant and equipment 3 - 13 years

 fixtures and fittings 5 - 9 years  motor vehicles 5 years

The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.

(e) Intangible assets

(i) Goodwill

Goodwill (negative goodwill) arises on the acquisition of subsidiaries, associates or joint ventures.

Goodwill represents the excess of the cost of the acquisition over the consolidated entity’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative (negative goodwill) it is recognised immediately in the income statement. Goodwill is measured at cost less accumulated impairment losses.

(ii) Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the income statement as an expense as incurred.

Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalised if the product or process is technically and commercially feasible and the consolidated entity has sufficient resources to complete development.

The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads. Other development expenditure is recognised in the income statement as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses.

No development costs were capitalised during the year ended 30 June 2007 or 2006.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.

(f) Leased assets

Leases in terms of which the consolidated entity assumes substantially all the risks and benefits of ownership are classified as finance leases.

Other leases are operating leases and the leases are not recognised on the consolidated entity’s balance sheet. Lease payments for operating leases are charged as an expense in the period in which they occur.

(g) Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.

Page 8

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

3 Significant accounting policies (continued)

(h) Impairment

(i) Financial assets

A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flow of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-forsale financial asset is calculated by reference to its current fair value.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognised in the income statement. Any cumulative losses in respect of an available-for-sale financial asset recognised previously in equity is transferred to the income statement.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost, the reversal is recognised in the income statement. For available-for-sale financial asset that are equity securities, the reversal is recognised directly in equity.

(ii) Non-financial assets

The carrying amounts of the consolidated entity’s assets, other than inventories (see accounting policy g), and deferred tax assets (see accounting policy n), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated (see accounting policy h(i)). For goodwill assets that have indefinite lives, recoverable amount is estimated at each reporting date.

An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets or groups. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation and amortisation, if no impairment loss had been recognised.

(i) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement when they are due.

Page 9

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

3 Significant accounting policies (continued)

(ii) Long-term service benefits

The consolidated entity’s net obligation in respect of long-term service benefits, other than pension plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates, and is discounted using the rates attached to the Commonwealth Government bonds at the balance sheet date which have maturity dates approximating to the terms of the consolidated entity’s obligations.

  • (iii) Wages, salaries, annual leave, sick leave and non-monetary benefits Liabilities for employee benefits for wages, salaries, annual leave and sick leave, that are expected to be settled within 12 months of the reporting date, represent present obligations resulting from employees' services provided to reporting date, calculated at undiscounted amounts based on remuneration wage and salary rates that the consolidated entity expects to pay as at reporting date including related on-costs, such as workers compensation insurance and payroll tax.

(iv) Share-based payment transactions

The employee and officer share scheme allows Company employees to acquire shares of the Company. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold for vesting.

(j) Provisions

A provision is recognised in the balance sheet when the consolidated entity has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect 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, when appropriate, the risks specific to the liability.

A provision for restructuring is recognised when the consolidated entity has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating costs are not provided for.

(k) Revenue

(i) Goods sold and services rendered

Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered is recognised in the income statement in proportion to the stage of completion of the transaction at the balance sheet date. The stage of completion is assessed by reference to surveys of work performed. No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due, the costs incurred or to be incurred cannot be measured reliably, there is a risk of return of goods or there is continuing management involvement with the goods.

(ii) Government grants

Grants that compensate the consolidated entity for expenses incurred are recognised as revenue in the income statement on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the consolidated entity for the cost of an asset are recognised in the income statement as other income on a systematic basis over the useful life of the asset.

(l) Lease payments

Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense and spread over the lease term.

Page 10

Safety Medical Products Limited 30 June 2007 Annual Financial Report

Notes to the financial statements

3 Significant accounting policies (continued)

(m) Finance income and expense

Finance income comprises interest income on funds invested. Interest income is recognised in the income statement as it accrues, using the effective interest rate method.

Finance expenses comprise interest expenses on borrowings. Interest expense is recognised in the income statement as it accrues, using the effective interest rate method.

(n) Income tax

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend.

(o) Goods and Services Tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(p) Earnings per share

The consolidated entity presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding of the effects of all dilutive potential ordinary shares, which comprise share options.

(q) Segment reporting

A segment is a distinguishable component of the consolidated entity that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.

Page 11

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

3 Significant accounting policies (continued)

(r) New standard and interpretations not yet adopted

The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial adoption. They are available for early adoption at 30 June 2007, but have not been applied in preparing this financial report.

  • AASB 7 Financial Instruments: Disclosure (August 2005)

  • AASB 2005-10 Amendments to Australian Accounting Standards (September 2005)

  • AASB 8 Operating Segments

  • AASB 2007-3 Amendments to Australian Accounting Standards

  • Interpretation 10 Interim Financial Reporting and Impairment

  • Interpretation 11 AASB 2 Share-based Payment – Group and Treasury Share Transactions

  • AASB 2007-1 Amendments to Australian Accounting Standards

  • Interpretation 12 Service Concession Arrangements

  • AASB 2007-2 Amendments to Australian Accounting Standards

4

Determination of fair values

A number of the consolidated entity’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based upon the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

(i) Property, plant and equipment

The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value of items of plant, equipment, fixtures and fittings is based upon the quoted market prices of similar items.

(ii) Inventory

The fair value of inventory acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated cost of completion for sale, and a reasonable profit margin based on the effort required to complete and sell the inventory.

(iii) Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.

Page 12

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

5 Segment reporting

Segment information is presented in respect of the consolidated entity’s business segments. Business segments are based on the consolidated entity’s management and internal reporting structure.

Inter-segment pricing is determined on an arm’s length basis.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise incomeearning assets and revenue, and corporate assets and expenses.

Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.

Business segments

The consolidated entity comprises the following main business segments, based on the Company’s management reporting system:

Safety Medical Products Development, production and commercialisation of a range of medical products, focusing principally on the SecureTouch single use manual retractable safety syringe.

ProControl Systems The provision of specialist industrial control and automation systems, machine vision, robotics and turn-key solutions for large and small industrial businesses.

Bagot Press A manufacturer and supplier of specialist printing and general consumables to the pharmaceutical industry.

Geographical segments

The consolidated entity operates in only one geographical segment, Australia. As such, information is not presented on the basis of geographical segments.

Page 13

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

5 Segment reporting (continued)

Business
segments
Safety Medical
Products
2007
$’000
2006
$’000
ProControl
Systems
2007
$’000
2006
$’000
Bagot Press
2007
$’000
2006
$’000
Eliminations
2007
$’000
2006
$’000
Consolidated
2007
$’000
2006
$’000
External revenues
Inter-segment
revenues
Total segment
revenue
Segment result
Unallocated
expenses
Results from
operating activities
Net financing
revenue / (costs)
Income tax
benefit/(expense)
Profit for the
period
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated
liabilities
Total liabilities
Capital
expenditure
Depreciation
247
-
-
-
310
-
62
-
544
-
3
-
-
-
(65)
-
1,101
-
-
-
247
-
372
-
547
-
(65)
-
1,101
-
(1,270) (1,695) (297)
-
59
-
(9)
-
(1,517) (1,695)
-
-
(1,517) (1,695)
(132)
68
111
104
(1,538) (1,523)
8,316
2,062
-
-
7,592
2,062
299
-
4,774
-
(4,349)
-
8,316
2,062
1,125
267
-
-
226
267
517
-
4,732
-
(4,350)
-
1,125
267
1,862
162
976
162
83
-
812
-
(9)
-
24
8
8
-
19
-
-
-
51
8

Page 14

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

6 Acquisition of subsidiaries

Business combinations

Baratex Pty Ltd (ProControl Systems)

On 9 February 2007 the Company acquired all of the shares in Baratex Pty Ltd, trading as ProControl Systems, for $1,500,000 through the issue of 1,500,000 shares in the Company. The company provides specialist industrial control and automation systems, machine vision, robotics and turn-key solutions for large and small industrial businesses. In the five months to 30 June 2007 the subsidiary contributed a loss of $211,000.

The acquisition had the following effect on the consolidated entity’s assets and liabilities on acquisition date:

In thousands of AUD

Property, plant and equipment
Intangible assets
Inventory
Trade and other receivables
Cash and cash equivalents
Loans and borrowings
Current tax liabilities
Employee benefits – current
Employee benefits – non current
Trade and other payables
Net identifiable assets and liabilities
Goodwill on acquisition
Consideration paid, satisfied in shares
Cash acquired
Net cash outflow
Note Pre-
acquisition
carrying
amounts
Fair value
adjustments
Recognised
values on
acquisition
83
-
30
-
35
-
395
-
(37)
-
(44)
-
(86)
-
(50)
-
(47)
-
(286)
-
83
30
35
395
(37)
(44)
(86)
(50)
(47)
(286)
(7)
-
(7)
1,507
1,500
(37)
(37)

Page 15

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

6 Acquisition of subsidiaries (continued)

Bagot Press Pty Ltd

On 1 May 2007 the Company acquired all of the shares in Bagot Press Pty Ltd for $6 and subsequently provided a loan of $4,000,000 to Bagot Press Pty Ltd, for it to acquire the business activities of Bagot Press. The acquisition was funded through the issue of 2,500,000 shares in the Company at $0.80 per share and $2,000,000 in cash. The company is a manufacturer and supplier of specialist printing and general consumables to the pharmaceutical industry. In the two months to 30 June 2007 the subsidiary contributed a profit of $42,000.

The acquisition had the following effect on the consolidated entity’s assets and liabilities on acquisition date:

In thousands of AUD

In thousands of AUD
Property, plant and equipment
Inventory
Trade and other payables
Net identifiable assets and liabilities
Goodwill on acquisition
Consideration paid, satisfied in shares and
cash
Note Pre-
acquisition
carrying
amounts
Fair value
adjustments
Recognised
values on
acquisition
810
-
206
-
(214)
-
810
206
(214)
802
-
802
3,198
4,000

Pre-acquisition carrying amounts were determined based upon applicable AASBs immediately before the acquisition. The value of assets and liabilities recognised on acquisition are their estimated fair values (see note 4 for methods used to determine fair values).

The goodwill recognised on the acquisition is attributable mainly to the skills and technical talent of the acquired business’ work force and the synergies expected to be achieved from integrating the two companies into the consolidated entity’s existing businesses.

Page 16

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

7
8
9
10
Consolidated Company
Note 2007
$’000
2006
$’000
2007
$’000
2006
$’000
Revenue
Sales
Services
Other income
Government grants
Other income
Personnel expenses
Wages and salaries
Commissions paid
Other associated personnel expenses
Contributions to defined contribution
superannuation funds
Increase in liability for annual leave
Increase in liability for long service
leave
Financial income and expense
Interest Income on bank deposits
Dividend income from held-for-trading
financial assets
Financial income
Loss on disposal of held-for-trading
financial assets
Interest expense on financial liabilities
measured at amortised cost
Financial expense
855
-
-
-
855
-
244
-
2
-
246
-
1,011
478
23
-
38
2
119
47
14
20
18
-
1,223
547
45
69
1
-
46
69
(174)
-
(4)
(1)
(178)
(1)
3
-
-
-
3
-
244
-
-
-
244
-
515
478
-
-
15
2
71
47
10
20
6
-
617
547
44
69
1
-
45
69
(174)
-
-
(1)
(174)
(1)

Page 17

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

11
12
Consolidated Company
Note 2007
$
2006
$
2007
$
2006
$
Auditors’ remuneration
Audit services:
Auditors of the Company – Bentleys
MRI (2006: RSM Bird Cameron
Partners)
Audit and review of the financial
reports
Other services
Auditors of the Company
Bentleys MRI (2006: RSM Bird
Cameron Partners)
Due diligence services
IFRS transition assistance services
16,000
25,000
16,000
25,000
-
19,000
-
4,000
-
23,000
2007
$’000
2006
$’000
16,000
25,000
16,000
25,000
-
19,000
-
4,000
-
23,000
2007
$’000
2006
$’000
Income tax expense
Recognised in the income
statement
Current tax expense
Current year expense
(103)
(104)
(36)
(104)
Adjustments for prior years
-
-
-
-
(103)
(104)
(36)
(104)
Deferred tax expense
Origination and reversal of temporary
differences
(8)
-
-
-
Benefit of losses recognised
-
-
-
-
(8)
-
-
-
Total income tax expense/(benefit) in
income statement
(111)
(104)
(36)
(104)
Numerical reconciliation between tax expense and pre-tax net profit
Profit before tax
(1,649)
(1,627)
(1,399)
(1,627)
Income tax using the domestic
corporation tax rate of 30% (2006:
30%)
(494)
(488)
(419)
(488)
Increase/(decrease) in income tax
expense due to:
Non-allowable capital items
1
213
1
213
Tax losses carried forward
418
357
418
357
Research & Development
(36)
(21)
(36)
(21)
S40-880 write-off regarding legal
fees on capital raising
-
(165)
-
(165)
Income tax expense/(benefit) on pre-
tax net profit
(111)
(104)
(36)
(104)
(36)
(104)
-
-
(36)
(104)
-
-
-
-
-
-
(36)
(104)
(419)
(488)
1
213
418
357
(36)
(21)
-
(165)
(36)
(104)

Page 18

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

13 Note 2007
No.
2006
No.
Earnings per share
Weighted average number of shares
Ordinary shares on issue at 1 July
22
Effect of shares issued
Weighted average number of
ordinary shares at 30 June
Effect of share options on issue
Weighted average number of
ordinary shares (diluted) at 30 June
54,053,500
18,001,000
3,269,881
23,423,137
57,323,381
41,424,137
34,037,641
23,249,925
91,361,022
64,674,062

Basic earnings per share

The calculation of basic earnings per share at 30 June 2007 was based upon the loss attributable to ordinary shareholders of $1,538,000 (2006: $1,523,000) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2007 of 57,323,381 (2006: 41,424,137).

Diluted earnings per share

The calculation of diluted earnings per share at 30 June 2007 was based on loss attributable to ordinary shareholders of $ 1,538,000 (2006: $1,523,000) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2007 of 91,361,022 (2006: 64,674,062).

14
15
16
Consolidated Company
Note 2007
$’000
2006
$’000
2007
$’000
2006
$’000
Trade and other receivables
Current
Other trade receivables and
prepayments
Inventories
Raw materials and consumables
Work in progress
Finished goods
Financial assets
Non-current financial assets
Investments in subsidiaries
615
52
615
52
72
-
36
-
352
42
460
42
-
-
-
-
7
52
7
52
-
-
-
-
229
42
229
42
5,850
-
5,850
-

Page 19

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

17 Tax assets and liabilities

Current tax assets and liabilities

The current tax asset for the consolidated entity of $18,000 (2006: $104,000) and for the Company of $36,000 (2006: $104,000) represent the amount of income taxes recoverable in respect of prior periods and that arise from the payment of tax in excess of the amounts due to the relevant tax authority.

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items:

Consolidated Company
Note 2007
$’000
2006
$’000
2007
$’000
2006
$’000
Deductible temporary differences
Tax losses
-
18
1,390
1,157
1,390
1,175
-
18
1,390
1,157
1,390
1,175

The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future tax profits will be available against which the consolidated entity can utilise the benefits therefrom.

Recognised deferred tax assets and liability

Deferred tax assets were recognised for the first time in 2007 and relate only to subsidiaries. No deferred tax liabilities have been recognised. The deferred tax assets of the consolidated entity are attributable to the following items:

Consolidated
Employee benefits
Creditors
Tax value of loss carry-forwards
recognised
Net tax assets
Assets
2007
$’000
2006
$’000
16
-
2
-
28
-
46
-

Movement in temporary differences during the year

2007
Employee benefits
Creditors
Tax value of loss
carry-forwards not
utilised
Net deferred tax
assets
Consolidated
Balance
1 July 06
Recognised
in Income
Recognised
in Equity
Balance
30 June 07
$’000
$’000
$’000
$’000
-
16
-
16
-
2
-
2
-
28
-
28
-
46
-
46

Page 20

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

$’000
Note
18 Property, plant and
equipment
Cost
Balance at 1 July 2005
Other acquisitions
Disposals
Balance at 30 June 2006
Balance at 1 July 2006
Acquisitions through business
combinations
Other acquisitions
Balance at 30 June 2007
Depreciation and impairment
losses
Balance at 1 July 2005
Depreciation charge for the
year
Balance at 30 June 2006
Balance at 1 July 2006
Depreciation charge for the
year
Balance at 30 June 2007
Carrying amounts
At 1 July 2005
At 30 June 2006
At 1 July 2006
At 30 June 2007
Consolidated Company Total
$’000
Note
Plant and
equipment
Fixtures
and
fittings
Total
Plant and
equipment
Fixtures
and
fittings
1
-
1
162
-
162
-
-
-
163
-
163
163
-
163
83
-
83
1,762
17
1,779
2,008
17
2,025
-
-
-
8
-
8
8
-
8
8
-
8
49
2
51
57
2
59
1
-
1
155
-
155
155
-
155
1,951
15
1,966
1
-
162
-
-
-
1
162
-
163
-
163
163
-
-
-
976
-
163
-
976
1,139
-
1,139
-
-
8
-
-
8
8
-
8
8
-
24
-
8
24
32
-
32
1
-
1
155
-
155
155
-
155
1,107
-
1,107

Page 21

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

$’000
Note
19 Intangible assets
Cost
Balance at 1 July 2006
Acquisitions through business
combination
Balance at 30 June 2007
Carrying amounts
At 1 July 2006
At 30 June 2007
Consolidated Consolidated Company
$’000
Note
Goodwill
Patents &
trademarks
Total Goodwill
Patents &
trademarks
Total
-
-
4,735
-
-
4,735
4,735
-
4,735
-
-
-
-
-
-
4,735
-
-
-
-
-
-
-
-
-
4,735
-
-
-
-

Intangible assets have been recognised for the first time in 2007 as a result of the acquisition of Baratex Pty Ltd (trading as ProControl Systems) and Bagot Press Pty Ltd. No amortisation or impairment losses have been recognised.

Impairment testing for cash-generating units containing goodwill

For the purpose of impairment testing, goodwill is allocated to the consolidated entity’s operating divisions which represent the lowest level within which the goodwill is monitored for internal management purposes. The aggregate carrying amounts of goodwill allocated to each unit are as follows:

20 Consolidated Company
Note 2007
$’000
2006
$’000
2007
$’000
2006
$’000
ProControl Systems
Bagot Press
Impairment testing for both units was
based on fair value less costs to sell.
Trade and other payables
Other trade payables and accrued
expenses
1,537
-
3,198
-
4,735
-
925
247
925
247
-
-
-
-
-
-
189
247
189
247

Page 22

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

Consolidated Company
Note 2007
$’000
2006
$’000
2007
$’000
2006
$’000
-
-
-
-
-
-
-
-
10
10
-
-
-
-
10
10
8
4
-
-
-
-
8
4
2
6
-
-
-
-

The credit card facility utilised at balance date for both 2007 and 2006 were included within trade payables and accrued expenses. The bank overdraft facility utilised at balance date in 2007 has been included within cash and cash equivalents.

Page 23

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

Note
22
Share capital
Issued and paid-up capital
70,908,872 (2006: 54,053,500) ordinary shares fully paid
Ordinary shares
Balance at the beginning of year
Shares issued:
1 August 2005 – 6,000,000 shares issued at $nil cost on the basis
of one share for every three held
24 November 2005 – 20,552,500 shares issued at $0.20 as part of
the Company’s IPO
24 November 2005 – 9,500,000 shares issued at $nil as part of
the Company’s IPO
16 February 2007 – 1,500,000 shares issued at $1.00 as
consideration for purchase of Baratex Pty Ltd
27 February 2007 – 1,360,500 shares issued at $0.20 following
the exercise of options
28 April 2007 – 1,692,496 shares issued at $0.745 pursuant to the
Share Purchase Plan
1 May 2007 – 2,500,000 shares issued at $0.80 as consideration
for the purchase of Bagot Press Pty Ltd
3 May 2007 – 9,802,376 shares issued at $0.20 following the
exercise of options
Costs incurred in issuing shares
Balance at end of year
Company
2007
$’000
2006
$’000
9,821
2,887
2,887
271
-
-
-
2,616
-
-
1,500
-
272
-
1,261
-
2,000
-
1,960
-
(59)
9,821
2,887

Terms and conditions

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings.

In the event of winding up of the Company, ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds of liquidation.

No dividends were paid or proposed during the current or prior financial years.

23 Consolidated Company
Note 2007
$’000
2006
$’000
2007
$’000
2006
$’000
Reserves
Equity compensation reserve
742
742
742
742
742
742
742
742

The option reserve records items recognised as expense on valuation of share options issued to directors, executives and advisory board members in connection with the capital raising during the year ended 30 June 2006.

Page 24

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

24 Consolidated Company
Note 2007
$’000
2006
$’000
2007
$’000
2006
$’000
Employee benefits
Current
Salaries and wages accrued
Liability for annual leave
Non-current
Liability for long service leave
Total employee benefits
15
-
86
20
101
20
64
-
165
20
-
-
31
20
31
20
6
-
37
20

a) Defined contribution superannuation funds

The consolidated entity makes contributions to a defined contribution superannuation fund. The amount recognised as expense was $119,000 for the financial year ended 30 June 2007 (2006: $47,000).

b) Share based payments

i) Share option schemes

The Company has previously issued options to provide incentives and to assist in attracting and retention of key employees. No options were issued during the year ended 30 June 2007. Options were issued to key management personnel during the year ended 30 June 2006 to provide an incentive for these individuals to join the Board and become executives of the Company.

Options were issued to key management personnel during the year ended 30 June 2007 as a result of the bonus option scheme implemented by the Company. These options were issued to key management personnel on the same basis as options issued to all other shareholders and not as a result of their employment with the Company. As such, the issue has not been treated as a share based payment.

Unissued ordinary shares of the Company under option, that have been issued to key management personnel in connection with their employment with the Company are:

Outstanding at the beginning of
the year
Granted
Exercised
Outstanding at 30 June
Exercisable at 30 June
2007
2006
Number of
options
Weighted
average
exercise
price $
Number
of options
Weighted
average
exercise
price $
3,500,000
0.20
-
-
-
-
3,500,000
0.20
(1,000,000)
0.20
-
-
2,500,000
0.20
3,500,000
0.20
2,500,000
0.20
3,500,000
0.20

The market value of shares under these options at 30 June 2007 was $0.55 (2006: $0.21).

Options issued to key management personnel who were also Directors of the Company were placed in escrow until 24 November 2007. The expiry date of the options detailed above is 31 December 2008.

Page 25

Safety Medical Products Limited 30 June 2007 Annual Financial Report

Notes to the financial statements

24 Employee benefits (continued)

The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted, based on the Black-Scholes option-pricing model. The contractual life of the option is used as an input into this model.

Fair value of share options and assumptions
Fair value at measurement date
Share price
Exercise price
Expected
volatility
(expressed
as
weighted
average volatility used in the modelling under
Black-Scholes option pricing model)
Option life (expressed as weighted average life
used in the modelling under Black-Scholes option-
pricing model)
Risk-free
interest
rate
(based
on
national
government bonds)
Directors
Directors
Other
executives
and
employees
Other
executives
and
employees
2007
2006
2007
2006
-
$0.082
-
$0.082
-
$0.20
-
$0.20
-
$0.20
-
$0.20
-
53%
-
53%
-
3.08
years
-
3.08 years
-
5.38%
-
5.38%

The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility due to publicly available information.

All share options vest at grant date and were granted for nil consideration.

Employee expenses

The value of options issued to key management personnel during the year ended 30 June 2006 was treated as a transaction cost as part of the initial public offering of the Company, and as such has been recorded directly in equity.

Page 26

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

25 Financial instruments

Exposure to credit, interest rate and currency risks arises in the normal course of the Company’s and the consolidated entity’s business.

(a) Foreign currency risk

The consolidated entity is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than the AUD. The currencies giving rise to this risk is primarily U.S. Dollars. Given that the consolidated entity is currently developing the business activities that give rise to these risks, the risks involved are currently minimal and as such no hedging arrangements are currently in place.

(b) Credit risk exposures

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. The consolidated entity does not require collateral in respect of financial assets.

At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.

(c) Net fair values of financial assets and liabilities

Valuation approach

The methods used in determining fair values of financial instruments are disclosed in note 4.

The carrying amounts and net fair values of financial assets and liabilities as at the reporting date are as follows:

Financial assets
Cash assets
Receivables
Financial liabilities
Payables
Loans and borrowings
2007
Carrying
amount
$’000
Net fair
value
$’000
476
476
615
615
925
925
35
35
2006
Carrying
amount
$’000
Net fair
value
$’000
1,709
1,709
52
52
247
247
-
-

Page 27

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

25 Financial Instruments (continued)

(d) Interest rate risk

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

2007
Financial
assets
Cash assets
Trade and
other
Receivables
Financial
liabilities
Trade and
other
payables
Loans and
borrowings
2006
Financial
assets
Cash assets
Trade and
other
Receivables
Financial
liabilities
Trade and
other
payables
Note
Effective
interest rate
Floating
interest
rate
$’000
1 year or
less
$’000
1 to 5
years
$’000
more than
5 years
$’000
Non-
Interest
Bearing
$’000
Total
$’000
29
5%
14
-
20
-
21
8.2%
29
5%
14
-
20
-
476
-
-
-
-
-
-
476
-
-
615
615
476
-
-
-
615
1,091
-
-
-
21
-
-
925
925
14
-
-
35
-
21
14
-
925
960
1,709
-
-
-
-
-
-
1,709
-
-
52
52
1,709
-
-
-
52
1,761
-
-
-
-
247
247
-
-
-
-
247
247

Page 28

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

26 Consolidated
Company
Note
2007
$’000
2006
$’000
2007
$’000
2006
$’000
Capital and other commitments
Capital expenditure commitments
Plant and equipment
Contracted but not provided for and
payable:
With one year
One year or later and no later than
five years
-
685
-
685
-
-
-
-
-
685
-
685

As at 30 June 2006, the consolidated entity was committed under the Alliance Agreement with Exelint International Co to a capital contribution of US$500,000 in respect of capital works and tooling. This expenditure was undertaken during the year ended 30 June 2007.

27
Consolidated entities
Particulars in relation to consolidated entities
Parent entity
Safety Medical Products Limited
Controlled Entities
Baratex Pty Ltd
Bagot Press Pty Ltd
Ordinary
Share
Consolidated
Entity Interest
Ordinary
Share
Consolidated
Entity Interest

2007
%
100%
100%

2006
%
-
-

As detailed in Note 6, Baratex Pty Ltd, operating as ProControl Systems, was acquired on 9 February 2007 and Bagot Press Pty Ltd was acquired on 1 May 2007.

Baratex Pty Ltd and Bagot Press Pty Ltd are both incorporated in Australia.

Page 29

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

28
29
Note 2007
$’000
2006
$’000
2007
$’000
2006
$’000
Cash and cash equivalents
Bank balances
524
1,709
363
1,709
Bank overdrafts
(48)
-
-
-
476
1,709
363
1,709
Reconciliation of cash flows from operating activities
Cash flows from operating activities
Profit for the period
(1,538)
(1,523)
(1,363)
(1,523)
Adjustments for:
Depreciation
18
51
8
24
8
Loss on disposal of available for sale
financial assets
174
-
174
-
Income tax expense
12
(111)
-
(36)
-
Interest Income
10
(46)
(69)
(45)
(69)
Operating profit before changes in
working capital and provisions
(1,470)
(1,584)
(1,246)
(1,584)
Change in assets and liabilities
(Increase)/decrease in inventories
(381)
(42)
(187)
(42)
(Increase)/decrease in trade and other
receivables
(226)
(22)
21
(22)
(Increase)/decrease in other current
assets
-
(95)
-
(95)
Increase/(decrease) in trade and other
payables
417
235
(33)
235
Increase/(decrease) in provisions for
employee benefits
48
20
17
20
(142)
96
(182)
96
Income tax (paid)/refunded
65
-
104
-
Net cash from operating activities
(1,547)
(1,488)
(1,324)
(1,488)
(1,470)
(1,584)
(1,246)
(1,584)
(381)
(42)
(187)
(42)
(226)
(22)
21
(22)
-
(95)
-
(95)
417
235
(33)
235
48
20
17
20
(142)
96
(182)
96
65
-
104
-
(1,547)
(1,488)
(1,324)
(1,488)

Page 30

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

30 Related parties

The following were key management personnel of the consolidated entity of at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period:

Non-executive directors

Dr Joseph Nicholas Executive directors

Mr John Darley (Chairman)

Executives

Mr Bruce Hocking (Company Secretary) Mr Robert Doley (General Manager ProControl Systems – commenced 9 February 2007) Mr Trevor Sharpe (General Manager Bagot Press – commenced 1 May 2007)

Mr John Riemelmoser (Managing Director and CEO) Mr Marcus Boland (ceased 27 June 2007)

Key management personnel compensation

The key management personnel compensation included in ‘personnel expenses’ (note 9) are as follows:

Short-term employee benefits
Post-employment benefits
Share-based payments
Consolidated
Company
2007
$
2006
$
2007
$
2006
$
754,000
478,000
677,000
478,000
69,000
44,000
62,000
44,000
-
588,000
-
588,000
823,000
1,110,000
739,000
1,110,000

Individual directors and executives compensation disclosures

Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the consolidated entity since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year end.

Other key management personnel transactions

A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities.

A number of these entities transacted with the Company or its subsidiaries in the reporting period. The terms and conditions of the transactions with management persons and their related parties were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-director related entities on an arm’s length basis.

Page 31

Safety Medical Products Limited 30 June 2007 Annual Financial Report

Notes to the financial statements

30 Related parties (continued)

The aggregate amounts recognised during the year relating to key management personnel and their related parties were as follows:


elated parties were as follows:
Note
Key management
personnel
Transaction
Mr M Boland
Brokerage fees
i
Mr M Boland

Advisory services
ii
Mr J Riemelmoser
Patent / trademark
costs
iii
Mr J Riemelmoser
Patent / trademark
costs
iv
Mr B Hocking
Legal and
professional services
v
Mr B Hocking
Legal and
professional services
vi
Consolidated
Company
2007
$
2006
$
2007
$
2006
$
-
410,000
-
410,000
-
2,129,000
-
2,129,000
-
258,000
-
258,000
-
42,000
-
42,000
-
22,000
-
22,000
-
46,000
-
46,000
  • i. An arrangement was made with Resource Capital Australia Pty Ltd (RCA), a company associated with Mr Marcus Boland, pursuant to which RCA was paid a brokerage commission on the amount of application monies received, where RCA has introduced the applicant. These brokerage fees paid by Safety Medical Products Limited to RCA were substantially disbursed to other third party brokers and/ or sub-underwriters to perform this service.

  • ii. The Company entered into an agreement with Resource Capital Australia Pty Ltd (RCA), a company associated with Mr Marcus Boland, on 5 April 2004 to list the company on the ASX on normal terms and conditions. In consideration of providing its services pursuant to the Company and for its role in identifying, enabling and carrying out the listing of the Company, RCA was issued shares and options equal to an amount of one-third of the consideration received by the original shareholders of the company. RCA was responsible for introducing the Company to Exelint International Co and enabling the transaction and terms of the Alliance Agreement pursuant to which the company will achieve its first revenue stream. RCA was issued 8,000,000 shares and 4,000,000 options in the Company, and received $200,000 cash in performing this mandate.

  • iii. Payment for reimbursed costs in respect of patent/trademark application costs and product development was paid to existing shareholders. Included in this payment was an amount to John Riemelmoser and Concettina Riemelmoser as trustee for the John & Tina Riemelmoser Family Trust of which John Riemelmoser is a beneficiary.

  • iv. Payment for reimbursed costs in respect of patent/trademark application costs and product development was paid to existing shareholders. Included in this payment was an amount to Johann Riemelmoser and Janet Riemelmoser as trustee for the Riemelmoser Family Trust of which John Riemelmoser is a beneficiary, and Johann Riemelmoser and Janet Riemelmoser are related parties to John Riemelmoser.

  • v. Legal and professional services fees paid to Bruce Hocking in connection with the listing of the Company.

  • vi. Legal fees paid to Bruce Hocking to perform the role of legal counsel for the Company, and be paid at the normal commercial rate.

  • Mr M Boland ceased to be Director and a member of key management personnel with the Company on 27 June 2007.

No amounts are receivable from or payable to key management personnel at reporting date arising from these transactions.

Page 32

Safety Medical Products Limited 30 June 2007 Annual Financial Report

Notes to the financial statements

30 Related parties (continued)

Options over equity instruments

The movement during the reporting period in the number of options over ordinary shares in Safety Medical Products Limited held, directly, indirectly or beneficially, by each key management personnel, including their related parties, is as follows:

Vested and
Held at exercisable
Held at Granted as Other net 30 June at 30 June
1 July 2006 remuneration changes (3) Exercised Lapsed 2007 2007 (1)
Directors
Mr John Darley and
related parties
1,030,000 - 305,068 (30,000) - 1,305,068 1,305,068
Mr John
Riemelmoser and 6,115,000 - 6,536,947 (105,000) - 12,546,947 12,546,947
related parties
Dr Joseph Nicholas 1,025,000 - 300,000 - - 1,325,000 1,325,000
Mr Marcus Boland
and related parties
(ceased 27 June
2007)
(2)
4,197,500 - 4,337,706 (200,000) - 8,335,206 8,335,206
- -
Executives - -
Mr B Hocking 1,500,000 - 673,750 (1,000,000) - 1,173,750 1,173,750
Mr Robert Doley
and related parties
- - 1,475,000 (250,000) - 1,225,000 1,225,000
Mr Trevor Sharpe - - - - - - -
Vested and
Held at exercisable
Held at Granted as Other net 30 June at 30 June
1July 2005 remuneration changes (1) Exercised Lapsed 2006 2006
Directors
Mr John Darley and
related parties
- 1,000,000 30,000 - - 1,030,000 1,030,000
Mr John
Riemelmoser and 4,230,000 - 1,885,000 - - 6,115,000 6,115,000
related parties
Dr Joseph Nicholas - 1,000,000 25,000 - - 1,025,000 1,025,000
Mr Marcus Boland
and related parties
(ceased 27 June
2007)
(2)
- - 4,197,500 - - 4,197,500 4,197,500
Executives
Mr B Hocking - 1,500,000 - - - 1,500,000 1,500,000

No options held by key management personnel are vested but not exercisable at 30 June 2006 or 2007.

  • 1) Options issued under a bonus issue which occurred on 1 August 2005. All shareholders were issued one free option for every three shares held.

  • 2) Four million options issued to Resource Capital Australia Pty Limited, a company associated with Marcus Boland, for carrying out and completing the listing of the company.

  • 3) Options issued under a bonus issue which occurred on 26 April 2007. All shareholders were issued one free option for every two shares held.

Page 33

Safety Medical Products Limited 30 June 2007 Annual Financial Report

Notes to the financial statements

30 Related parties (continued)

Movement in shares

The movement during the reporting period in the number of ordinary shares of Safety Medical Products Limited held, directly, indirectly or beneficially, by each key management personnel, including their related parties is as follows:

Received on Held at
Held at Granted as exercise of Other net 30 June
1 July 2006 remuneration options changes
(1)
2007
Directors
Mr John Darley and related
parties
560,000 - 30,000 20,133 610,133
Mr John Riemelmoser and
related parties
12,155,470 - 105,000 813,422 13,073,892
Dr Joseph Nicholas 550,000 - - 50,000 600,000
Mr Marcus Boland and related
parties (ceased 27 June 2007)
(2)
8,285,000 - 200,000 (151,500) 8,333,500
Executives
Mr B Hocking 512,500 - 1,000,000 (165,000) 1,347,500
Mr Robert Doley and related
parties
- - 250,000 2,200,000 2,450,000
Mr Trevor Sharpe - - - - -
Received on Held at
Held at Granted as exercise of Other net 30 June
1 July 2005 remuneration options changes
(2)
2006
Directors
Mr John Darley and related
parties
- 500,000 - 60,000 560,000
Mr John Riemelmoser and
related parties
8,460,470 - - 3,695,000 12,155,470
Dr Joseph Nicholas - 500,000 - 50,000 550,000
Mr Marcus Boland and related
parties (ceased 27 June 2007)
(2)
- - - 8,285,000 8,285,000
Executives
Mr B Hocking - 500,000 - 12,500 512,500
  • 1) Mr R Doley received 1,500,000 shares in the Company as consideration for the sale of Baratex Pty Ltd, trading as ProControl Systems, to the Company.

  • 2) 8 million shares were issued to Resource Capital Australia Pty Limited, a company associated with Mr M Boland, for carrying out and completing the listing of the Company on ASX. Mr J Riemelmoser and related parties received 3,695,000 shares in the Company on 1 August 2005 as part of a bonus issue to all shareholders at that date.

Page 34

Notes to the financial statements

Safety Medical Products Limited 30 June 2007 Annual Financial Report

30 Related parties (continued)

Non-key management personnel disclosures

Subsidiaries

Loans are made by the Company to wholly owned subsidiaries for working capital and capital purchases. The loans outstanding between the Company and its subsidiaries have no fixed date of repayment and are non-interest bearing. During the financial year ended 30 June 2007, such loans to subsidiaries totalled $4,350,000 (2006: $nil). These loans have been recognised as an additional investment in the subsidiaries.

Other related parties

Key management persons related parties

For details of these transactions refer to key management personnel related disclosures.

31 Dividends

No dividends were paid or proposed in the current or prior financial years.

32 Events subsequent to reporting date

Other than as detailed above, there has not been any matter or circumstance, other than that referred to in the financial statements or notes thereto, that has arisen since the end of the financial year, that has significantly affected, or may significantly affect, the operations of the Company and the consolidated entity, the results of those operations, or the state of affairs of the Company and the consolidated entity in future financial years.

Page 35