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MACH7 TECHNOLOGIES LIMITED — Annual Report 2023
Aug 30, 2023
65285_rns_2023-08-30_fa4f1500-4f91-48a1-b029-ea9ccaf6ab00.pdf
Annual Report
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Mach7 Technologies Limited
ABN 26 007 817 192
ASX Appendix 4E Preliminary Final Report & Directors’ Report and Audited Financial Statements For the year ended 30 June 2023 (Previous corresponding period: year ended 30 June 2022)
Provided to the ASX in accordance with lis�ng rule 4.3A
Mach7 Technologies Limited (ACN 007 817 192 ABN 26 007 817 192) Level 4 | 100 Albert Road | South Melbourne VIC 3205 Australia
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Mach7 Technologies Limited Contents 30 June 2023
Appendix 4E……………………………………………………………………………………………………………………………………………………………………………….. 3 Corporate directory……………………………………………………………………………………………………………………………………………………………………. 5 About Mach7……………………………………………………………………………………………………………………………………………………………………………… 6 - Financial Performance………………..………………………………….…………………………………………………………………………………………………….. 6 - Organisa�onal Overview and External Environment…………………………………………………………………………………………………………….. 11 - Our Business Strategies………………………………………………………………………………………………………………………………………………………… 12 - Risk Management…………………………………………………………………………………………………………………………………………………………………. 13 Directors'report…………………………………………………………………………………………………………………………………………………………………………. 14 - Outlook………………………………………………………………………………………………………………………………………………………………………………… 17 - Remunera�on Report………………………………………………………………………………………………………………………………………………………….. 19 Auditor's independence declara�on…………………………………………………………………………………………………………………………………………… 31 32 Statement of profit or loss and other comprehensive income……………………………………………………………………………………………………. 33 Statement of financial posi�on………………………………………………………………………………………………………………………………………………….. Statement of changes in equity………………………………………………………………………………………………………………………………………………….. 34 35 Statement of cash flows…………………………………………………………………………………………………………………………………………………………….. 36 Notes to the financial statements………………………………………………………………………………………………………………………………………………. Directors' declara�on…………………………………………………………………………………………………………………………………………………………………. 73 Independent auditor's report to the members of Mach7 Technologies Limited…………………………………………………………………………. 74
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Mach7 Technologies Limited Appendix 4E Preliminary final report
1. Company details
Name of entity: Mach7 Technologies Limited ABN: 26 007 817 192 Reporting period: For the year ended 30 June 2023 Previous period: For the year ended 30 June 2022
2. Results for announcement to the market
| $ | |||
|---|---|---|---|
| Revenues from ordinary activities | up | 11.0% to | 30,049,766 |
| Loss from ordinary activities after tax attributable to the owners of Mach7 | |||
| Technologies Limited | down | 74.9% to | (1,048,112) |
| Loss for the year attributable to the owners of Mach7 Technologies | |||
| Limited | down | 74.9% to | (1,048,112) |
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the consolidated entity after providing for income tax amounted to $1,048,112 (30 June 2022: $4,167,850).
3. Net tangible assets
| Net tangible assets per ordinary security | Reporting period Cents 10.0 |
Previous period Cents 6.3 |
|---|---|---|
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
7. Dividend reinvestment plans
Not applicable.
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Mach7 Technologies Limited Appendix 4E Preliminary final report
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
Not applicable.
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements have been audited and an unmodified opinion has been issued.
11. Attachments
Details of attachments (if any):
The Annual Report of Mach7 Technologies Limited for the year ended 30 June 2023 is attached.
12. Signed
Signed _________
Date: 30 August 2023
David Chambers Chairman Melbourne
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Mach7 Technologies Limited Corporate directory 30 June 2023
| Mach7 Technologies Limited Corporate directory 30 June 2023 |
|
|---|---|
| Directors | Mr Michael Lampron (Managing Director and Chief Executive Officer) |
| Mr David Chambers (independent Non-Executive Chairman) | |
| Mr Robert Bazzani (independent Non-Executive Director) | |
| Dr Eliot Siegel (independent Non-Executive Director) | |
| Mr Philippe Houssiau (independent Non-Executive Director) | |
Company secretary |
Mr. Tony Panther |
Registered office |
Level 4, 100 Albert Road, South Melbourne VIC 3205 |
Principal place of business |
120 Kimball Avenue, Suite 210 |
| South Burlington, VT 05403, United States | |
| T: +1 802.861.7745 | |
Share register |
Computershare Investor Services Pty Limited |
| 452 Johnston Street, Abbotsford, VIC 3067 | |
| Telephone: 1300 850 505 | |
| Website: www.computershare.com | |
Auditor |
RSM Australia Partners |
| Level 21, 55 Collins Street, Melbourne, VIC 3000 | |
Solicitors |
Gadens Lawyers |
| Level 13, Collins Arch, 447 Collins Street, Melbourne, VIC 3000 | |
Bankers |
Westpac Banking Corporation |
| 150 Collins Street, Melbourne VIC 3000 | |
Stock exchange listing |
Mach7 Technologies Limited shares are listed on the Australian Securities Exchange |
| (ASX code: M7T) |
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Mach7 Technologies Limited 30 June 2023
ABOUT MACH 7
WHO WE ARE
Mach7 is a developer and supplier of enterprise imaging and data management software to global healthcare enterprises including integrated delivery networks (IDN’s), hospitals, diagnostic imaging centres, and other healthcare providers in North America, Asia Pacific, Middle East and Australia.
Corporate Structure
Mach7 Technologies Limited is an Australian incorporated company, listed in the Australian Stock Exchange (ASX) with operating subsidiaries in North America and Asia Pacific (collectively referred to as ‘consolidated entity’, ‘Group’ or ‘Mach7’)
Principal activities
The principal activity of the Company is the development and commercialisation of medical imaging and data management software solutions for global healthcare enterprises.
Mach7 at a glance
Our key business activities consist of the following functional areas:
-
Research & Development (Engineering) – software development, innovation, enhancements, upgrades, analytics, artificial intelligence integration
-
Sales – including direct and channel partnership sales
-
Product – strategy and road-map
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Professional Services – support & maintenance, training & project management
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Administration – finance, people & culture (human resources), IT, risk management, governance
Mach7 Technologies develops innovative image management and viewing solutions for healthcare providers globally. Our product innovations form the core of an integrated enterprise imaging ecosystem that allows independence in ease of use and deployment while also incorporating industry leading interoperability across the healthcare enterprise.
Mach7’s Enterprise Imaging Solution includes:
-
The Mach7 eUnity Enterprise Diagnostic Viewer – a one-of-a-kind, industry leading, zero-footprint viewer that allows medical professionals to remotely access patients’ medical images at any location, from any device, in a secure and efficient manner without loss of speed or image quality. eUnity is a best-in-market viewing platform designed for reading radiologists performing primary diagnosis or clinical staff viewing images, reports and other patient information to plan patient care pathways and treatment plans. It may be integrated into an Electronic Health Record as well to image enable the entire health system’s network with a comprehensive view of the patient’s imaging history.
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The Mach7 Vendor Neutral Archive (VNA) – a powerful vendor agnostic data management solution that includes administration tools that allow for the fast storage, access, retrieval and viewing of images across a healthcare network. Mach7’s VNA is unique in that it gives customers ultimate control to consolidate and standardize all of their imaging data across the enterprise in a single platform. The VNA enhances the patient’s electronic health record and allows healthcare organisations to incorporate advanced applications such as AI and provides connectivity to the cloud.
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Mach7’s Workflow Applications – designed to promote better clinical decision-making by giving users tools and worklists that provide access to contextual patient data and images. Core components of these applications include a Universal Worklist, Quality Control (QC) tools designed for technologists workflows; image sharing and exchange capabilities; teleradiology services; and additional specialised tools to best serve departmental patient care needs.
FINANCIAL PERFORMANCE
Mach7 is pleased to report that 2023 has been another successful year. Record results were achieved and these are summarised in the sub-sections below where further details are provided on Sales Orders, Cash and Cashflows, Revenue, Expenses and Profitability. The following table also provides a snapshot of important balances from the Group’s statement of financial position as at 30 June:
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Mach7 Technologies Limited 30 June 2023
| 30 June 2023 | 30 June 2022 | Change | Change | |
|---|---|---|---|---|
| $ | $ | $ | % | |
| Cash* | 23,394,568 | 25,747,608 | (2,353,040) | (9%) |
| Deferred Revenue – yet to be recognised | (11,223,534) | (7,030,020) | (4,193,514) | 60% |
| Net current assets/(liabilities) | 20,059,667 | 21,813,014 | (1,753,347) | (8%) |
| Net tangible assets | 31,018,023 | 24,087,194 | 6,930,829 | 29% |
| Intangible assets net of associated deferred tax liability | 28,465,643 | 34,288,024 | (5,822,381) | (17%) |
| Net assets | 59,483,666 | 58,375,218 | 1,108,448 | 2% |
*A customer’s 30 June 2023 $2.5 million electronic payment was received on 3 July 2023, bringing cash on hand to $25.9 million on 3 July 2023
SALES ORDERS
For the third year in a row Mach7 achieved record annual sales orders of $40.3 million, up $7.1 million or 21% on prior year.
Mach7 has produced its most successful year in its history for sales orders of $40.3 million Total Contract Value (TCV[11] ) (FY22 $33.2 million TCV), showing 21% sales order growth over the prior year. Pleasingly, customer churn remains very low (<1% of revenue, and <2% of number of customers). Sales orders are an indication of strong future revenue streams across all products and services and continues to be the best measure of financial progress from year to year. This is because both cash and revenue can be affected by contract milestones, revenue recognition rules and the continued diversity between capital and subscription agreements.
FY23 Sales Orders of $40.3 million TCV comprised of $23.1 million (or 58%) in Annual Recurring Revenue (ARR) sales (Support & Maintenance contracts and Subscription licences (recognised as revenue upon the customer achieving first productive use (FPU)), $13.1 million (or 32%) in Capital Software sales (recognised as revenue upfront for the term of the licence upon electronic delivery of software), and $4.1 million (or 10%) of Professional Services sales (recognised upon the achievement of implementation milestones and when training services are delivered).
| FY23 Sale orders(TCV) |
ARR Sales (Subscrip�on licenses and Support & Maintenance contracts) |
Capital So�ware Sales |
Professional Services Sales |
FY23 Total Sales orders (TCV) % |
|---|---|---|---|---|
| New customers Renewals Add-on orders Expansions Exis�ng customers TOTAL |
$12.6 million $5.1 million $1.6 million $3.8 million $10.5 million $23.1 million 58% |
$8.5 million $0.2 million $0.1 million $4.3 million |
$0.7 million $0.1 million $1.5 million $1.8 million |
$21.8 million 54% $5.4 million 14% $3.2 million 8% $9.9 million 24% $18.5 million 46% $40.3 million 100% |
| $4.6 million | $3.4 million | |||
| $13.1 million | $4.1 million | |||
| 32% | 10% |
The proportion of ARR sales remained constant at 58% in FY23 (as indicated in the above table), in line with 58% in the prior year. This signals an ongoing shift of procurement preference by Mach7 customers from term capital software licence sales (a capex purchase) to subscription licence sales (an opex purchase), as more customers lean towards spreading the cost of software over the term of usage rather than paying 100% upfront. This also benefits Mach7 by increasing its ARR. This is an industry-wide trend and one that Mach7 believes will continue over time.
Of the $40.3 million total, sales orders from existing customers were $18.5 million (or 46%) demonstrating an increase in usage by existing customers (Expansions of $9.9 million or 24%) as well as the Mach7 software showing true value to the install base over time (Add-on orders of $3.2 million or 8% and Renewals of $5.4 million or 14%). This also validates the long-standing land and expand sales strategy and its effectiveness. Sales Orders from new customers were even higher at $21.8 million (54% of total sales orders) demonstrating how Mach7’s enterprise imaging solutions are resonating in the market and providing a platform for future sales order growth from these new customers .
1 Total Contract Value (TCV) means capital software licence fees, professional service fees, and annual subscription and annual support over the life of the contract.
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Mach7 Technologies Limited 30 June 2023
CASH AND CASHFLOWS
Mach7 commenced FY24 with cash on hand of $25.9 million compared with $25.7 million at the end of FY22.
Cash receipts from customers in FY23 amounted to A$25 million, down on the A$28.2 million collected in FY22 which also benefited from capital contract payment milestones. An additional A$2.5 million electronic funds transfer remitted by a customer on 30 June 2023 was not reflected in Mach7’s bank account until 3 July, the first business day of FY24. This A$2.5 million receipt delay contributed to negative operating cashflow of A$2.6 million in FY23.
The financial position of the Company remains solid, with no debt and A$23.4 million cash on hand at 30 Jun 2023 (A$25.9M at 3 July 2023). With a strong start to the new fiscal year and a positive sales order outlook, Mach7 expects to have positive operating cash flows in FY24.
REVENUE
Record revenue of $30.1 million, up $3.0 million or 11% on prior year
The Group reported its highest ever revenue from operations of $30.1 million (2022: $27.1 million), an increase of $3.0 million or 11% on the prior year. Pleasingly the Group’s annual recurring revenue (ARR) recognised for the year (that is Support & Maintenance revenue and Subscription revenue) has increased by 22% over the prior year, to $16.3 million (2022: $13.4 million), and accounted for 54% of total revenue (2022:49%). Capital software licence revenue has increased by 2% to $11.0 million (2022: $10.8 million). Professional services revenue has decreased by 8% to $2.7 million (2022: $2.9 million).
| Subscription revenue Support and maintenance revenue Total recurring revenue Software licence revenue Professional service revenue** |
30 June 2023 $ 6,539,388 9,791,611 |
30 June 2022 $ 4,886,062 8,470,920 |
Change Change $ % 1,653,326 34% 1,320,691 16% 2,974,017 22% 218,275 2% (222,671) (8%) (4,396) - 2,969,621 11% |
|---|---|---|---|
| 16,330,999 | 13,356,982 | ||
| 11,040,535 2,678,232 |
10,822,260 2,900,903 |
||
| 13,718,767 | 13,723,163 | ||
| 30,049,766 | 27,080,145 |
- Subscription and software licence revenue above comprises the total software licence revenue amounting to $17,579,923 as disclosed in note 5 to these financial statements.
** Represents combination of implementation & training services, migration services and other custom services disclosed in note 5 to these financial statements.
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Mach7 Technologies Limited 30 June 2023
EXPENSES
Operating expenses increased by $4.3 million or 19% compared with revenue growth of $3.0 million or 11%. This is reflective of wage and cost inflation, increased travel and marketing activities together with a larger labour force to meet customer needs.
Operating expenditure (excluding Right-of-use lease liability interest expense, share-based payments expense, foreign exchange gains and depreciation & amortisation) is presented in the following table:
| Employee salaries, benefits and staff related expenses Professional fees and corporate expenses Marketing and investor relations expenses Travel and related expenses General administration and office expenses TOTAL OPERATING EXPENDITURE |
30 June 2023 $ 20,919,153 1,722,535 755,985 1,123,796 2,022,953 |
30 June 2022 $ 18,156,444 1,227,844 687,335 696,867 1,517,870 |
Change Change $ % 2,762,709 15% 494,691 40% 68,650 10% 426,929 61% 505,083 33% 4,258,062 19% |
|---|---|---|---|
| 26,544,422 | 22,286,360 |
- excluding Right-of-use lease liability interest expense, share-based payments expense, foreign exchange gains and depreciation & amortisation.
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Mach7 Technologies Limited 30 June 2023
PROFITABILITY
NPATA* of $7.2 million, up $2.8 million or 61% on prior year.
The Group continues to deliver strong Gross Margin of $ 29.1 million or 97% (2022: $26.1 million or 96%), an increase of $2.9 million or 11%.
The Group has delivered a lower EBITDA (on an adjusted basis) of $2.5 million (2022: $3.8 million), While revenue and gross margins improved by 11%, the reduction in EBIDTA (adjusted) is due to increased operating costs driven by wage and cost inflation, increased travel and marketing expenses together with a larger labour force to meet customer needs.
The Group reported a net loss for the year of $1.0 million, which represents a significant improvement of $3.1 million or 75% on prior year (2022: net loss $4.2 million). This is largely driven by a $3.4m or 159% increase in income tax benefits over the prior year (2022: decrease of $0.1m or 5%). This increase is reflective of the projections of the Group to utilise prior year tax losses against profitable positions in the coming years, hence recognised/increased deferred tax assets in FY23 on prior year unrecognised tax losses. Excluding tax-effected amortisation of acquired intangibles, NPATA improved by 61% to $7.2 million from $4.4 million in FY22.
| Revenue from contracts with customers Distributor and licence fees Gross Margin Gross Margin% Operating expenditure Net foreign exchange gain (realised) Other income/expenses (net) EBITDA Adjusted Interest income Net foreign exchange gain (unrealised) Share-based payments expense (non-cash) Right-of-use lease liability interest expense Depreciation and amortisation (non-cash) Income tax benefit (non-cash) Loss for the year** |
30 June 2023 $ 30,049,766 (988,332) |
30 June 2022 $ 27,080,145 (958,149) |
Change Change $ % 2,969,621 11% (30,183) 3% 2,939,438 11% (4,258,062) 19% 42,867 52% (24,107)25% (4,239,302)19% (1,299,864) (34%) 367,476 1363% (390,402) (61%) 618,062 (36%) (11,660) 21% 395,152 (4%) 3,440,974 159% 4,149,602 (55%) 3,119,738 (75%) |
|---|---|---|---|
| 29,061,434 | 26,121,996 | ||
| 97% (26,544,422) 125,896 (120,907) |
96% (22,286,360) 83,029 (96,800) |
||
| (26,539,433) | (22,300,131) | ||
| 2,522,001 394,442 253,002 (1,077,401) (66,903) (8,680,824) 5,607,571 |
3,821,865 26,966 643,404 (1,695,463) (55,243) (9,075,976) 2,166,597 |
||
| (3,570,113) | (7,989,715) | ||
| (1,048,112) | (4,167,850) |
- NPATA (Net Profit After Tax and before Amortisation) is NPAT adjusted for amortisation of acquired intangibles.
** Adjusted EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation) is EBITDA adjusted for unrealised net foreign exchange gain and non-cash item share-based payments expense.
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Mach7 Technologies Limited 30 June 2023
ORGANISATIONAL OVERVIEW AND EXTERNAL ENVIRONMENT ORGANISATIONAL OVERVIEW
Global Operations
The structure of our global operations and how they impact of financial outcomes in summarised below:
| Australia The majority of Mach7’s shareholder base is located in Australia. Certain regulatory and governance activities are undertaken by the Board of Directors and other administration functions in Australia. Mach7 does not yet derive any revenue from customers based in Australia. |
North America North America is where Mach7’s executive team resides and where the vast majority of Mach7’s employees reside including sales, marketing, Research & Development (engineering), product and professional services teams. Operations are conducted in both the US and Canada. Research & Development (engineering) teams are located in both the US & Canada, each having a principal product focus of Mach7 Vendor Neutral Archive (US) and Mach7 eUnity Viewer (Canada). Revenue has increased for the North America operations by 8% compared to the prior year. This is attributed to constant growth year-on-year in all product areas and revenue categories including an increasing ARR, higher Capital Software Licence revenue and higher Professional Services Revenue. Growth is also attributed to new customers, and from existing customers from expansions, renewals and add-ons, and organic growth from price increases. |
Asia Pacific/Middle East Mach7’s Asia Pacific team undertakes the sales and support activities in the Asia Pacific and Middle East Regions. Our team is mainly located in Singapore and Malaysia. Revenue has increased for the Asia Pacific operations by 43% compared to the prior year. The growth of this region was impacted by the effects of the Covid 19 pandemic that placed many technology projects on hold and restricted travel between countries, however, this has now returned to normal levels and is reflected in the significant year-on-year revenue growth. |
|---|---|---|
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Mach7 Technologies Limited 30 June 2023
EXTERNAL ENVIRONMENT
Adoption of Electronic Medical Records (EMR)
The mandate in the US that all medical records be converted to and stored in an electronic format continues to drive investment in software and technology across the healthcare industry and demand for Mach7 products. Medical images are the largest component of the medical record and the necessity to store and provide diagnostic reading and viewing capabilities both inside and outside the walls of the hospital is an essential operational function that is becoming more complex with ever increasing volumes, file types, file sizes and data repositories. As these complexities increase for healthcare providers, the full enterprise solution of medical imaging solutions provided by Mach7 empowers our customers with the functionality, inter-operability and efficiencies that they need to provide the best possible patient care.
Volume-based business model - capital and subscription pricing options
Mach7 has a volume-based business model and offers all customers the flexibility of procuring their software as either a term capital software licence (a capex purchase) or a subscription license (an opex purchase). This allows our customers full procurement flexibility to suit their individual business needs and provides them with multiple options to suit their budgetary requirements.
Mach7’s incoming sales orders are showing a gradual shift of procurement preference by its customers from term capital software licence sales (a capex purchase) to subscription licence sales (an opex purchase), as more customers lean towards spreading the cost of software over the term of usage rather than paying 100% upfront. This also benefits Mach7 by increasing its ARR. This is an industry-wide trend and one that Mach7 believes will continue over time.
OUR BUSINESS STRATEGIES
The Group continues to focus on gaining market share in the enterprise imaging market within its core regions of North America, Asia Pacific and the Middle East. This past year, the Group has increased its sales, marketing and services expertise in support of further revenue growth. Furthermore, the Company’s products have resonated with the Acute care market as well as the Ambulatory Care market. This has given the company continued growth in sales funnel and is a key contributing factor to the overall success of the business across the spectrum of customer types.
The Group continues to invest in internal product development and innovation, with a major focus on enterprise imaging and interoperability. Mach7 prides itself on providing leading-edge products and services to its customers and product development remains a core focus of the Group.
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Mach7 Technologies Limited 30 June 2023
RISK MANAGEMENT
The Board takes a proactive approach to risk management. The Board oversees the Audit and Risk Management Committee, which is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that the Group’s objectives and activities are aligned with the risks and opportunities identified by the Board.
Key Business Risks
The Group’s operations are subject to several risks. The Board, through its Audit and Risk Management Committee, regularly reviews the possible impact of these risks and seeks to minimise this impact through a commitment to its corporate governance principles and its various risk management functions. A number of specific risk factors that may impact the future performance of the Company are described below.
Shareholders should note that this list is not exhaustive, and only includes risks that could affect the Group’s financial prospects, taking into account the nature and business of the Group and its business strategy.
Commercialisation risk
The principal activity of the Group is the provision of enterprise imaging data storage, sharing and interoperability for healthcare enterprises. There is a risk that the Group will be unable to attract ample customers to be sufficiently profitable to fund future operations. In addition, commercial success of new technology is subject to inherent uncertainty due to unknown variables.
Competition and new technologies risk
The industry in which the Group is involved is subject to increasing domestic and global competition which is fast-paced and fast-changing. Whilst the Group will undertake all business decisions and operations with reasonable care and diligence, it will have no influence or control over the activities or actions of its competitors, whose activities or actions may positively, or negatively affect the operating and financial performance of its business. For instance, the image management platform may be superseded by new and cheaper technology creating competitive pressures, in which case, the Group’s revenues and profitability could be adversely affected.
Risks associated with the regulatory environment
The Group operates in a highly regulated market both in Australia and internationally. Success can be impacted by changes to the regulatory environment. Mach7 continues to monitor changes and proposed changes to the regulatory environment to which it is exposed.
IP Infringement Legal Action
A court date has been set for AI Visualize Inc’s appeal of the dismissal of its patent infringement case against Nuance Communications Inc. with the United States Court of Appeals for the Federal Circuit to hear oral arguments on 5 October 2023. The appellate courts do not retry cases nor hear new evidence, and there is no jury. Appellate courts review the procedures and the decisions in the trial court to make sure that the proceedings were fair and that the proper law was applied correctly. The United States District Court for the District of Delaware dismissed AI Visualize’s claims of wilful infringement on the grounds that the patents were not eligible for patenting.
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Mach7 Technologies Limited Directors' report 30 June 2023
The directors of Mach7 Technologies Limited are pleased to present their report for the year ended 30 June 2023 (hereafter referred to as the 'consolidated entity', 'Group' or 'Mach7') consisting of Mach7 Technologies Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controls.
Directors
The following persons were Directors of the Company during the whole of the financial year and up to the date of this report, unless otherwise stated:
Mr David Chambers - Independent Non-Executive Chairman Mr Michael Lampron - Managing Director and Chief Executive Officer Mr Eliot Seigel, MD - Independent Non-Executive Director Mr Robert Bazzani - Independent Non-Executive Director Mr Philippe Houssiau - Independent Non-Executive Director
Board of Directors
The names and details of the Company’s Directors in office during the financial year and until the date of this report are as follows:
follows: |
||
|---|---|---|
| Name: | David Chambers | |
| Title: | Independent Non-Executive Chairman | |
| Qualifications: | Graduate Diploma Business Management, MBA Program and Bachelor of Science | |
| Experience and expertise: | Mr. David Chambers has more than 30 years’ extensive experience in the Healthcare | |
| and Life Science industry and a proven track record | in healthcare IT systems through | |
| a series of senior executive roles in Australia, North America, Europe, and Asia. David | ||
| up until recently acted as Managing Director, Asia-Pacific, of Allscripts Healthcare | ||
| Solutions, a NASDAQ listed billion-dollar global leader in Healthcare Technology, | ||
| retired on 30th June 2020. Prior to that David was General Manager, Asia and ANZ | ||
| with Carestream Health. He was former chief executive of ASX-Listed health software | ||
| business Pro Medicus Limited. David also served eleven years with Agfa Healthcare, | ||
| including managing their Informatics group in Asia Pacific, and culminating in his | ||
| elevation to Vice President of Agfa North America. David was also a Board member | ||
| and Chair of Hills Limited, a long established Australian based manufacturer and | ||
| supplier of Health care and IT products and services. | David resigned from the Board of | |
| Hills Limited on 21 August 2023. | ||
| Other current directorships: | Altera (Australia), | |
| Former directorships (last 3 years): | Hills Limited (ASX:HIL) | |
| Special responsibilities: | Audit & Risk Management - member; Remuneration | & Nomination - Chair |
| Interests in shares: | 385,000 | |
| Interests in options: | 140,000 | |
| Interests in rights: |
None |
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Mach7 Technologies Limited Directors' report 30 June 2023
Name: Eliot Siegel, MD Title: Non-executive Directors Qualifications: Doctor of Medicine Experience and expertise:
Dr. Eliot Siegel is a well-known thought leader in the world of radiology and imaging informatics and artificial intelligence applications in medicine. He is currently Professor and Vice Chair of information systems at the University of Maryland School of Medicine, Department of Diagnostic Radiology, and the Chief of Radiology and Nuclear Medicine for the Veterans Affairs Maryland Healthcare System, both in Baltimore, MD as well as adjunct professor of computer science and biomedical engineering at the undergraduate campuses of the University of Maryland. Under his guidance, the VA Maryland Healthcare System became the first filmless healthcare enterprise in the World. He has written over 300 articles and book chapters about PACS (Picture Archiving and Communication Systems) and digital imaging, and has edited six books on the topic, including Filmless Radiology and Security Issues in the Digital Medical Enterprise. He has given more than 1,000 presentations throughout the world on a broad range of topics involving the use of computers in medicine and artificial intelligence. Dr. Siegel was symposium chairman for the Society of Photo-optical and Industrial Engineers (SPIE) Medical Imaging Meeting for three years and has been honored as a fellow in that organisation as well as the American College of Radiology. He is also a Board member of Carestream Health, a billion-dollar global company in digital radiography and computed radiography systems and serves on numerous advisory boards in medical imaging. None.
Other current directorships: None. Former directorships (last 3 years): Carestream Health Special responsibilities: Audit & Risk Management - member Interests in shares: 21,100 Interests in options: 325,000 Interests in rights: None
Name: Robert Bazzani Title: Non-executive Director Qualifications: Master of Business, Bachelor of Laws and Bachelor of Science Experience and expertise: Mr. Robert Bazzani spent 20 years with the global consulting firm KPMG, where he rose to the top and served as Chairman of KPMG Victoria, National Managing Partner for KPMG Australia’s Enterprise Division and National Managing Partner for KPMG’s M&A Division. Whilst in these roles, Rob was a member of KPMG’s National Executive Committee (NEC), which oversees and is responsible for the Firm’s turnover, strategic decision making, profitability and operations. Rob has a demonstrated track record of leading and growing large scale and complex businesses. He has played a significant role in advising clients (public, private, and global subsidiaries) on commercial maters, public transitions, corporate governance, investment banking and law, M&A and has engaged with Government and Regulators. With extensive experience in corporate advisory, Rob has deep commercial and industry knowledge across financial services, asset and wealth management, technology, property, insurances and consumer & industrial markets.
Other current directorships: Keypath Education International Inc. (ASX:KED) Former directorships (last 3 years): Class Limited (ASX:CL1) Special responsibilities: Audit & Risk Management - Chair and Remuneration & nomination - member Interests in shares: 89,900 Interests in options: 300,000 Interests in rights: None
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Mach7 Technologies Limited Directors' report 30 June 2023
Name: Philippe Houssiau Title: Non-executive Director Qualifications: Engineer: Chemical/Biotechnology and BsC, Pharmaceutical Sciences Experience and expertise: Mr. Philippe Houssiau held a variety of executive roles as Partner with PriceWaterhouse and PwC, CEO of Agfa Healthcare, where he transitioned the business from being an Analog Film manufacturing outfit to become a world leader in Imaging and Health IT, CEO of Alliance Medical, the leading European Imaging Services Provider and CEO/ Chairman of the Rhapsody Healthcare Interoperability business, now Lyniate. Philippe also ran the CSC/DxC Healthcare business in the UK and Netherlands and held many board and Chair positions, in Imaging and Healthcare. He currently serves as the CEO of MAK-System, the leading Blood Management Software company and as Chairman of Corilus (Primary Care). Philippe is based in Antwerp, Belgium. Other current directorships: Althea Group (Rome) and Corilus (Belgium) Former directorships (last 3 years): MAK-System International Group, Corepoint Health, Rhapsody Special responsibilities: Remuneration & nomination - member Interests in shares: None Interests in options: 275,000 Interests in rights: None Name: Michael Lampron Title: Managing Director and Chief Executive Officer Qualifications: B.S. Health Science, Sports Medicine Experience and expertise: Mr. Michael Lampron is the CEO of Mach7 Technologies. With over 20 years of experience in business and operational management for Healthcare IT companies, Mike brings a broad experience ranging from private start-up organisations as well as long established companies such as IBM and GE. Mike was previously the Chief Executive Officer for a National Teleradiology Company and has a proven ability to drive results through a combination of astute analysis, innovative execution and crossfunctional teamwork. Michael is responsible for our customers’ success while driving excellence throughout Mach7. Other current directorships: None Former directorships (last 3 years): Watchtower Consultants, LLC Special responsibilities: None Interests in shares: 248,215 Interests in options: 1,100,000 Interests in rights: 1,503,299
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
Company secretary
Name: Mr Tony Panther Title: Company Secretary Appointment date: 1 February 2023 (upon resignation of Veronique Morgan-Smith as Company Secretary on the same day) Qualifications: B.Ec., LLB, CA, AGIA, ACIS Experience and expertise: Mr Panther is a Chartered Accountant with over 30 years’ experience in a variety of fields. Following completion of university commerce and law degrees he worked as an external auditor with a major international chartered accounting firm and has progressed to a range of internal audit, compliance, senior finance, and company secretarial roles with a number of ASX-listed and unlisted public companies and professional services firms, covering financial services, utilities, biotech, IT services, mineral exploration and environmental technologies. He specialises in financial reporting and company secretarial practice.
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Mach7 Technologies Limited Directors' report 30 June 2023
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2023, and the number of meetings attended by each director were:
| Remuneration and | Remuneration and | Audit and Risk | Audit and Risk | |||
|---|---|---|---|---|---|---|
| Full | Board | Nomination | Committee | Management Committee | ||
| Eligible to | Eligible to | Eligible to | ||||
| Attended | attend | Attended | attend | Attended | attend | |
| Mr David Chambers | 11 | 11 | 2 | 2 | 5 | 5 |
| Eliot Siegel, MD | 11 | 11 | - | - | 5 | 5 |
| Mr Robert Bazzani | 10 | 11 | 2 | 2 | 5 | 5 |
| Mr Michael Lampron | 11 | 11 | 2 | 2 | - | - |
| Mr Philippe Houssiau | 7 | 11 | 2 | 2 | - | - |
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
Outlook
Mach7 is well positioned to take advantage of a highly fragmented market for medical imaging with shifting market leadership. As long-time legacy vendors lose market share and demand dynamics continue to skew toward ambulatory from acute care settings, additional opportunities have been created for Mach7’s enterprise imaging products which serve both markets.
More complex reading environments are becoming the norm with a consequent increased need to support a remote workforce. Mach7’s innovative and interoperable products are the foundation of an enterprise imaging strategy providing hospital networks with a consolidated image management solution and diagnostic viewing from any location. AI, while yet to be widely adopted, will inevitably form part of the future imaging landscape, and a platform to integrate those AI tools into everyday workflow will be key to leveraging these game-changing tools. Mach7’s imaging platform will allow for these future integrations while the R&D organization continues to build workflow orchestration tools to make them more relevant in everyday use.
In this environment, Mach7 expects sales order growth of 20% again in FY24. Revenue growth of 15-25% is anticipated this fiscal year and while growth in operating expenses is expected to be at a lower rate than revenue, wages and cost inflation and new hires are likely to see this growth in the mid to late teens. The Group has been operationally cash flow positive for three of the last four years and aims for ARR to cover annual operating expenses within three years. Mach7’s financial position remains solid, with no debt and A$25.9 million cash on hand at the commencement of FY24.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Company during the financial year.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 27 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
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Mach7 Technologies Limited Directors' report 30 June 2023
The directors are of the opinion that the services as disclosed in note 27 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
-
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
-
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors' Report.
Matters subsequent to the end of the financial year
Subsequent to year end, as announced on ASX on 10 August 2023, Mr. David Chambers will retire as Chair and NonExecutive Director of Mach7, effective from the close of the Company’s Annual General Meeting on 16 November 2023.
Likely developments and expected results of operations
The Group will continue to announce material contract wins as and when they occur. In addition, it will aim to grow its revenues from smaller product sales via its customer install base and community hospitals, which the Group will endeavour to keep the market updated on a regular basis. The Group will continue its product development strategy to ensure its product is at the forefront of medical imaging software to meet the customers’ needs.
Environmental regulation
The Group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory of Australia, or any of the regions where it operates.
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Mach7 Technologies Limited Directors' report 30 June 2023
REMUNERATION REPORT (AUDITED)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel (KMP) are those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the Group. The KMP included in this report are as follows:
Non-executive Directors (NED) Role Period covered for remuneration Mr David Chambers Independent, Non-Executive Chairman Full year Dr Eliot Siegel, MD Independent, Non-Executive Director Full year Mr Robert Bazzani Independent, Non-Executive Director Full year Mr Philippe Houssiau Independent, Non-Executive Director Full year Executives Mr Michael Lampron Chief Executive Officer & Managing Director Full year Mr Steven Parkes Chief Financial Officer Till 1 January 2023 Ms Dyan O'Herne Interim Chief Financial Officer From 1 January 2023
REMUNERATION PHILOSOPHY
The performance of the Group depends on the quality of its directors and executives. The Group’s remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
REMUNERATION STRUCTURE
The Board, through its Nomination and Remuneration Committee, is responsible for determining and reviewing remuneration arrangements for the Group’s directors and executives. In accordance with best practice corporate governance, the structure of Non-Executive Directors and executive remunerations are separate.
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:
-
competitiveness and reasonableness
-
acceptability to shareholders
-
performance linkage / alignment of executive compensation
-
transparency
The Board has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Company. The framework is designed to:
-
ensure that coherent remuneration policies and practices are observed which enable the attraction and retention of directors and management who will create value for shareholders
-
fairly and responsibly reward directors and senior management having regard to the Group's performance, the performance of the senior management and the general pay environment; and
-
comply with all relevant legal and regulatory provision.
In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.
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Mach7 Technologies Limited Directors' report 30 June 2023
NON-EXECUTIVE DIRECTORS' REMUNERATION FRAMEWORK Objective
Remuneration for Non-Executive Directors is set with the objective of attracting and retaining highly experienced and skilled directors, and which reflect the demands and responsibilities of their role.
Structure
The financial position of the Company is considered when determining the mix between cash and non-cash remuneration. Non-Executive Directors’ fees and payments are reviewed annually by the Board. The Board may, from time to time, seek advice from independent remuneration consultants to ensure Non-Executive Directors’ fees and payments are appropriate and in line with market standards. Remuneration for Non-Executive Directors (NEDs) may contain any or all of the following:
-
Annual fees, reflecting the value of the individual's personal performance, time commitment and responsibilities of the role;
-
Equity based remuneration, issues of shares or securities, reflecting the contribution of the Director toward the Group's medium and long-term performance objectives (each award is subject to shareholder approval); and
-
Other benefits required by law, for example, superannuation payments.
All non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the board policies and terms, including remuneration, relevant to the office of director.
ASX listing rules require the aggregate non-executive directors’ remuneration be determined periodically by a general meeting. Following the adoption of a revised Company Constitution on 31 March 2016, the aggregate remuneration for all non-executive directors has been set at a maximum amount of $500,000 per annum under clause 50 (a) of the Company’s Constitution.
The annual fees awarded to non-executive Directors are as follows:
| From | From | |||
|---|---|---|---|---|
| From 1 | 1 January | 2023 to | From 1 | |
| Base fee | July 2023* | 30 June | 2023 | January 2022 |
| $ | $ | $ | ||
| Chair | 110,000 | 100,000 | 100,000 | |
| Director | 90,000 | 80,000 | 80,000 | |
| Additional fees for each Chair of Board Committees | 10,000 | - | - |
- The Board has, subsequent to 30 June 2023, resolved to amend non-executive Directors’ annual fees as shown above.
EXECUTIVE REMUNERATION FRAMEWORK
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.
Structure
Fixed Remuneration:
Fixed remuneration is set with reference to the skills, experience and performance of the individual performing the role, comparable market remuneration for the role being performed, and the overall size and financial position of the Group as a whole. Fixed remuneration is reviewed annually by the Board (via its Nomination & Remuneration Committee).
Fixed remuneration for key management personnel includes the following:
-
Annual base salary
-
Benefits in compliance with local laws (e.g. paid leave, medical insurance and superannuation payments)
Performance-based (variable) remuneration:
Performance-based remuneration for key management personnel includes:
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Mach7 Technologies Limited Directors' report 30 June 2023
-
Bonuses to reward individuals following an outstanding business contribution having regard to clearly specified performance targets;
-
Sales commission (sales executives only); and
-
Equity based remuneration, reflecting the Group’s medium and long-term performance objectives.
The Group has both a short-term incentive program (STIP) and a long-term incentive plan (LTIP).
SHORT TERM INCENTIVE PLAN (STIP)
STIP is designed to align corporate and departmental goals with the targets of executives responsible for meeting those goals. STI payments are granted to executives based on the achievement of specific annual targets/key performance indicators (KPI’s). KPI’s can include (but are not necessarily limited to) the following elements:
-
Achievement of financial targets (e.g. revenue, earnings/profitability, cash flows, sales orders, budgeted operating expenses)
-
Excellence in customer service and satisfaction
-
Leadership contribution
-
Product development
-
Capital management
-
Corporate transactions
Description of the plan
The STIP is an annual incentive plan under which executives are eligible to receive an annual award if they satisfy challenging strategic, operational and individual performance targets. Executives will be entitled to a STIP award up to a maximum fixed percentage of their annual fixed remuneration. The maximum amount will differ between individuals. The STIP was last approved by the Board in August 2022.
Appropriate STIP incentive
The STIP is designed to motivate and reward high performance. It puts a significant proportion of the executive’s remuneration at-risk against targets linked to the Group’s performance objectives, thereby aligning executive’s interests with shareholders.
Choice of performance conditions
The choice of performance conditions for the STIP will be relevant to the Group in its current phase of growth and will be heavily focussed on financial metrics, such as revenue, earnings, cash flow, and sales orders targets. The Directors believe these targets are most closely aligned with growing shareholder value. In addition, the performance conditions will be set with relevance to the individuals’ role, such that the person is appropriately incentivised and motivated to achieve the best they can.
Performance period
The STIP is an annual plan. The current period is for 1 July 2022 to 30 June 2023.
Performance conditions - current year
Any payment made under the STIP is on the basis that performance conditions are met. For the current period, performance conditions were outlined in a business plan approved by the Board and included:
-
Sales Orders
-
Revenue
-
Annual Recurring Revenue
-
EBITDA
Assessment of performance conditions
Financial targets as assessed by the Board with reference to annual financial statements and sales order information. For non-financial and individual targets, the Board assesses the personal performance of each executive against non-financial and personal performance of other executives and makes recommendations to the Remuneration & Nomination Committee in relation to the payment of any STI. The Remuneration and Nomination Committee review these recommendations and provide a final recommendation for STI’s to be paid to the Board for its approval.
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Mach7 Technologies Limited Directors' report 30 June 2023
Payment of the STIP
Any STI payment is generally made within two to three months of the end of the performance period. The Board may, in its discretion, vary the general payment period.
Cessation of employment
In order to qualify for inclusion in the STIP plan, the executive must remain employed with a Group Company as an eligible employee at the end of the fiscal year and must have been employed for all or portion of the performance period. If the executive leaves for a qualifying reason, the Board may award the STI in its full discretion.
LONG-TERM INCENTIVE PROGRAM (LTIP)
The LTIP provides for the issue of equity instruments such as performance rights, shares and options that are linked to the achievement of targets related to the Group’s medium to long-term performance. Option awards typically vest over a period of between one and three years, expire within five years and have an exercise price that may include a premium to the market price as at the date of issue. The most recent LTIP was approved by shareholders in November 2020.
Performance conditions
The performance conditions must be satisfied in order for performance rights or equity options to vest. Performance conditions can include time-based conditions, whereby the holder must remain employed by the Group through to vesting date, or financial targets. Each performance right or equity option entitles the holder to acquire one share in the Company for a stated exercise price, subject to meeting specific performance conditions. The performance rights and equity options do not carry rights to dividends or voting.
As of 30 June 2023, the Company has 1,503,299 performance rights on issue, including:
-
378,114 which were to vest on 30 June 2023 and are under Board’s consideration for the performance conditions;
-
402,185 which will vest on 30 June 2024; and
-
723,000 performance rights which will vest on 30 June 2025,
provided the following performance conditions are met and the holder remains employed on this date. The total shareholder return (TSR) will be measured over the three-year period ending on the vesting date.
Hurdle: M7T relative TSR performance compared to the S&P/ASX All Technology Index
Percentage of Performance Rights to vest
<50th percentile No vesting ≥50th percentile to 75th percentile Pro–rata straight line vesting between 50% and 100% ≥75th percentile 100% vesting
Cessation of employment
If a KMP ceases to be employed or engaged by the Group for any reason other than as a result of a Qualifying Event, any unvested performance rights and equity options held by the participant will lapse immediately on the participant ceasing to be employed. Any vested performance rights and equity options must be exercised within 30 days of termination date. A Qualifying Event means:
-
Death;
-
Serious injury, disability or illness which prohibits continued employment;
-
Retirement or retrenchment; or
-
Such other circumstances which the Board determines to be a Qualifying Event.
Where a participant in the LTIP scheme ceases to be employed by the Group as a result of a Qualifying Event, the Board may, in its absolute discretion, make a determination as to whether some or all of those performance rights or equity options become vested at the time of the cessation of employment of the participant or another date determined by the Board.
In the event of a change of control, the Board has discretion to determine that the vesting of some or all of non-vested performance rights and equity options should be accelerated. Any remaining unvested performance rights or options will immediately lapse.
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Mach7 Technologies Limited Directors' report 30 June 2023
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
| 30 June 2023 Non-Executive Directors: David Chambers Eliot Siegel Robert Bazzani Philippe Houssiau Executive Director: Michael Lampron Other Key Management Personnel: Steven Parkes Dyan O'Herne* |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 90,498 - - 80,000 - - 72,398 - - 2 259,992 - - 558,088 141,942 77,466 529,314 171,569 168,528 167,112 85,005 31,641 1,757,402 398,516 277,635 |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 90,498 - - 80,000 - - 72,398 - - 2 259,992 - - 558,088 141,942 77,466 529,314 171,569 168,528 167,112 85,005 31,641 1,757,402 398,516 277,635 |
Post- employme nt benefits Super- annuation $ 9,502 - 7,602 - - - - |
Long-term benefits Long service leave $ - - - - - - - |
1Share- based payments Equity- settled $ 16,169 11,852 14,866 32,760 296,456 55,745 46,052 |
Other cash payments $ - - - - - - - |
Total $ 116,169 91,852 94,866 292,752 1,073,952 925,156 329,810 |
|---|---|---|---|---|---|---|---|
| 1,757,402 | 277,635 | 17,104 | - | 473,900 | - | 2,924,557 |
- Steven Parkes resigned as Chief Financial Officer on 1 January 2023. Cash salary for the year includes severance payments in additional to the normal salary for the period.
** Dyan O'Herne was appointed as Interim Chief Financial Officer on 1 January 2023.
1Equity-settled share-based payments in the table above represents the valuation of the options and/or performance rights granted to the relevant KMP, as required by Accounting Standard AASB 2- Share-based Payment to be accounted as the cost to the company. The amount disclosed for equity-settled share-based payments represents the accounting valuation recognised as cost to the company during the year as disclosed in note 35 and does not represent cash remuneration to the KMP.
2 Cash salary and fees for Mr Houssiau for the year ended 30 June 2023 comprised fees of $80,000 for performance of nonexecutive director duties and additional fees of $179,992 for the performance of extra services, in addition to and outside the scope of his services as a non-executive director, in connection with work performed by a technical sub-committee, as approved by the Board. The amount of the extra services fees was based on normal commercial rates for services of that kind.
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Mach7 Technologies Limited Directors' report 30 June 2023
| 30 June 2022 Non-Executive Directors: David Chambers Eliot Siegel Robert Bazzani Philippe Houssiau Executive Director: Michael Lampron Other Key Management Personnel: Jenni Pilcher Steve Rankin Steven Parkes** |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 90,909 - - 80,000 - - 72,727 - - 79,992 - - 502,005 68,455 63,531 238,762 55,620 - 166,802 21,844 7,602 349,297 69,146 59,900 |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 90,909 - - 80,000 - - 72,727 - - 79,992 - - 502,005 68,455 63,531 238,762 55,620 - 166,802 21,844 7,602 349,297 69,146 59,900 |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 90,909 - - 80,000 - - 72,727 - - 79,992 - - 502,005 68,455 63,531 238,762 55,620 - 166,802 21,844 7,602 349,297 69,146 59,900 |
Post- employme nt benefits Super- annuation $ 9,091 - 7,273 - - 13,686 - - |
Long-term benefits Long service leave $ - - - - - - - - |
1Share- based payments Equity- settled $ 23,234 17,815 27,317 56,326 205,403 21,703 63,334 42,865 |
Other cash payments $ - - - - - - - - |
Total $ 123,234 97,815 107,317 136,318 839,394 329,771 259,582 521,208 |
|---|---|---|---|---|---|---|---|---|
| 1,580,494 | 215,065 | 131,033 | 30,050 | - | 457,997 | - | 2,414,639 |
- Jenni Pilcher resigned as Chief Financial Officer on 18 October 2021. Cash salary for the year includes redundancy payments, annual leave payments in additional to the normal salary for the period.
** Steve Rankin resigned as Chief Product Officer on 29 October 2021.
*** Steven Parkes joined as Chief Financial Officer on 27 September 2021.
1Equity-settled share-based payments in the table above represents the valuation of the options and/or performance rights granted to the relevant KMP, as required by Accounting Standard AASB 2- Share-based Payment to be accounted as the cost to the company. The amount disclosed for equity-settled share-based payments represents the accounting valuation recognised as cost to the company during the year as disclosed in note 35 and does not represent cash remuneration to the KMP.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
| Fixed remuneration | Fixed remuneration | At risk - STI | At risk - LTI | |||
|---|---|---|---|---|---|---|
| Name | 30 June 2023 30 June 2022 30 June 2023 30 June | 2022 30 June 2023 30 June | 2022 | |||
| Non-Executive Directors: | ||||||
| David Chambers | 86% | 81% | - | - | 14% | 19% |
| Eliot Siegel | 87% | 82% | - | - | 13% | 18% |
| Robert Bazzani | 84% | 75% | - | - | 16% | 25% |
| Philippe Houssiau | 89% | 59% | - | - | 11% | 41% |
| Executive Directors: | ||||||
| Michael Lampron | 59% | 68% | 13% | 8% | 28% | 24% |
| Other Key Management | ||||||
| Personnel: | ||||||
| Jenni Pilcher | - | 76% | - | 17% | - | 7% |
| Steve Rankin | - | 68% | - | 8% | - | 24% |
| Steven Parkes | 75% | 79% | 19% | 13% | 6% | 8% |
| Dyan O'Herne | 60% | - |
26% | - | 14% | - |
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Mach7 Technologies Limited Directors' report 30 June 2023
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:
Component
Requirement
Fixed remuneration Reviewed annually Variable remuneration Participation in the Company's STIP and LTIP Contract duration Ongoing Termination of employment (without cause) by the Company 6 months' notice (CEO & CFO) or by individual Termination of employment (for cause) by Company Terminated immediately
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as compensation during the year ended 30 June 2023.
Details of shares issued to directors and other key management personnel upon exercise of remuneration related options during the year ended 30 June 2023 are set out below:
options during the year ended 30 June 2023 are set out below: |
||
|---|---|---|
| Name Grant Date Date of exercise of option Exercise price Michael Lampron 03/11/2017 29/09/2022 $0.170 David Chambers 12/11/2018 29/06/2023 $0.240 Dyan O'Herne 17/10/2018 29/06/2023 $0.185 |
Number of Options exercised 233,333 225,000 45,000 |
Number of shared issued 233,333 225,000 45,000 |
| 503,333 | 503,333 |
In addition to above, prior to being appointed as interim Chief Financial Officer on 1 January 2023, Dyan O'Herne had, on 29 September 2022, exercised 80,000 employee options at exercise price of $0.17 per option for which 80,000 shares were issued to her.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows:
| Number of | Fair value | |||||
|---|---|---|---|---|---|---|
| options | Vesting date and | Exercise | per option at | |||
| Name | granted | Grant date | exercisable date | Expiry date | price | grant date |
| Michael Lampron | 116,667 | 17/10/2018 | 17/10/2019 | 17/10/2023 | $0.190 | $0.131 |
| Michael Lampron | 116,667 | 17/10/2018 | 17/10/2020 | 17/10/2023 | $0.190 | $0.131 |
| Michael Lampron | 116,666 | 17/10/2018 | 17/10/2021 | 17/10/2023 | $0.190 | $0.131 |
| Eliot Siegel | 75,000 | 12/11/2018 | 12/11/2019 | 12/11/2023 | $0.240 | $0.153 |
| Eliot Siegel | 75,000 | 12/11/2018 | 12/11/2021 | 12/11/2023 | $0.240 | $0.153 |
| Eliot Siegel | 75,000 | 12/11/2018 | 12/11/2022 | 12/11/2023 | $0.240 | $0.153 |
| David Chambers | 11,667 | 18/11/2019 | 18/11/2020 | 18/11/2024 | $0.820 | $0.367 |
| David Chambers | 11,667 | 18/11/2019 | 18/11/2021 | 18/11/2024 | $0.820 | $0.367 |
| David Chambers | 11,666 | 18/11/2019 | 18/11/2022 | 18/11/2024 | $0.820 | $0.367 |
| Eliot Siegel | 8,333 | 18/11/2019 | 18/11/2020 | 18/11/2024 | $0.820 | $0.367 |
| Eliot Siegel | 8,333 | 18/11/2019 | 18/11/2021 | 18/11/2024 | $0.820 | $0.367 |
| Eliot Siegel | 8,334 | 18/11/2019 | 18/11/2022 | 18/11/2024 | $0.820 | $0.367 |
| Michael Lampron | 250,000 | 18/11/2019 | 01/07/2020 | 18/11/2024 | $0.800 | $0.370 |
| Michael Lampron | 250,000 | 18/11/2019 | 01/07/2021 | 18/11/2024 | $0.950 | $0.347 |
| Michael Lampron | 250,000 | 18/11/2019 | 01/07/2022 | 18/11/2024 | $1.100 | $0.326 |
| Robert Bazzani | 75,000 | 18/11/2019 | 01/01/2021 | 18/11/2024 | $0.820 | $0.367 |
25
Mach7 Technologies Limited Directors' report 30 June 2023
Directors' report 30 June 2023 |
|||||
|---|---|---|---|---|---|
| Robert Bazzani | 75,000 18/11/2019 | 01/01/2022 | 18/11/2024 | $0.820 | $0.367 |
| Robert Bazzani | 75,000 18/11/2019 | 01/01/2023 | 18/11/2024 | $0.820 | $0.367 |
| David Chambers | 11,667 01/12/2020 | 01/12/2021 | 30/11/2025 | $1.400 | $0.790 |
| David Chambers | 11,667 01/12/2020 | 01/12/2022 | 30/11/2025 | $1.400 | $0.790 |
| David Chambers | 11,666 01/12/2020 | 01/12/2023 | 30/11/2025 | $1.400 | $0.790 |
| Eliot Siegel | 8,333 01/12/2020 | 01/12/2021 | 30/11/2025 | $1.400 | $0.790 |
| Eliot Siegel | 8,333 01/12/2020 | 01/12/2022 | 30/11/2025 | $1.400 | $0.790 |
| Eliot Siegel | 8,334 01/12/2020 | 01/12/2023 | 30/11/2025 | $1.400 | $0.790 |
| Robert Bazzani | 8,333 01/12/2020 | 01/12/2021 | 30/11/2025 | $1.400 | $0.790 |
| Robert Bazzani | 8,333 01/12/2020 | 01/12/2022 | 30/11/2025 | $1.400 | $0.790 |
| Robert Bazzani | 8,334 01/12/2020 | 01/12/2023 | 30/11/2025 | $1.400 | $0.790 |
| David Chambers | 11,666 11/11/2021 | 11/11/2022 | 11/11/2026 | $0.910 | $0.380 |
| David Chambers | 11,667 11/11/2021 | 11/11/2023 | 11/11/2026 | $0.910 | $0.380 |
| David Chambers | 11,667 11/11/2021 | 11/11/2024 | 11/11/2026 | $0.910 | $0.380 |
| Eliot Siegel | 8,333 11/11/2021 | 11/11/2022 | 11/11/2026 | $0.910 | $0.380 |
| Eliot Siegel | 8,333 11/11/2021 | 11/11/2023 | 11/11/2026 | $0.910 | $0.380 |
| Eliot Siegel | 8,334 11/11/2021 | 11/11/2024 | 11/11/2026 | $0.910 | $0.380 |
| Philippe Houssiau | 8,333 11/11/2021 | 11/11/2022 | 11/11/2026 | $0.910 | $0.380 |
| Philippe Houssiau | 8,333 11/11/2021 | 11/11/2023 | 11/11/2026 | $0.910 | $0.380 |
| Philippe Houssiau | 8,334 11/11/2021 | 11/11/2024 | 11/11/2026 | $0.910 | $0.380 |
| Philippe Houssiau | 75,000 11/11/2021 | 01/01/2022 | 31/12/2025 | $1.380 | $0.379 |
| Philippe Houssiau | 75,000 11/11/2021 | 01/01/2023 | 31/12/2025 | $1.380 | $0.379 |
| Philippe Houssiau | 75,000 11/11/2021 | 01/01/2024 | 31/12/2025 | $1.380 | $0.379 |
| Robert Bazzani | 8,333 11/11/2021 | 11/11/2022 | 11/11/2026 | $0.910 | $0.380 |
| Robert Bazzani | 8,333 11/11/2021 | 11/11/2023 | 11/11/2026 | $0.910 | $0.380 |
| Robert Bazzani | 8,334 11/11/2021 | 11/11/2024 | 11/11/2026 | $0.910 | $0.380 |
| Philippe Houssiau | 75,000 11/11/2021 | 01/01/2023 | 31/12/2025 | $1.380 | $0.379 |
| Philippe Houssiau | 75,000 11/11/2021 | 01/01/2024 | 31/12/2025 | $1.380 | $0.379 |
| Robert Bazzani | 8,333 11/11/2021 | 11/11/2022 | 11/11/2026 | $0.910 | $0.380 |
| Robert Bazzani | 8,333 11/11/2021 | 11/11/2023 | 11/11/2026 | $0.910 | $0.380 |
| Robert Bazzani | 8,334 11/11/2021 | 11/11/2024 | 11/11/2026 | $0.910 | $0.380 |
| David Chambers | 11,666 12/12/2022 | 12/12/2023 | 12/12/2027 | $0.610 | $0.320 |
| David Chambers | 11,667 12/12/2022 | 12/12/2024 | 12/12/2027 | $0.610 | $0.320 |
| David Chambers | 11,667 12/12/2022 | 12/12/2025 | 12/12/2027 | $0.610 | $0.320 |
| Eliot Siegel | 8,333 12/12/2022 | 12/12/2023 | 12/12/2027 | $0.610 | $0.320 |
| Eliot Siegel | 8,333 12/12/2022 | 12/12/2024 | 12/12/2027 | $0.610 | $0.320 |
| Eliot Siegel | 8,334 12/12/2022 | 12/12/2025 | 12/12/2027 | $0.610 | $0.320 |
| Philippe Houssiau | 8,333 12/12/2022 | 12/12/2023 | 12/12/2027 | $0.610 | $0.320 |
| Philippe Houssiau | 8,333 12/12/2022 | 12/12/2024 | 12/12/2027 | $0.610 | $0.320 |
| Philippe Houssiau | 8,334 12/12/2022 | 12/12/2025 | 12/12/2027 | $0.610 | $0.320 |
| Robert Bazzani | 8,333 12/12/2022 | 12/12/2023 | 12/12/2027 | $0.610 | $0.320 |
| Robert Bazzani | 8,333 12/12/2022 | 12/12/2024 | 12/12/2027 | $0.610 | $0.320 |
| Robert Bazzani | 8,334 12/12/2022 | 12/12/2025 | 12/12/2027 | $0.610 | $0.320 |
| Dyan O'Herne | 23,333 11/10/2019 | 01/10/2020 | 11/10/2024 | $0.680 | $0.450 |
| Dyan O'Herne | 23,333 11/10/2019 | 01/10/2021 | 11/10/2024 | $0.680 | $0.450 |
| Dyan O'Herne | 23,334 11/10/2019 | 01/10/2022 | 11/10/2024 | $0.680 | $0.450 |
| Dyan O'Herne | 23,333 03/02/2021 | 30/06/2021 | 30/06/2025 | $1.480 | $0.800 |
| Dyan O'Herne | 23,333 03/02/2021 | 30/06/2023 | 30/06/2025 | $1.480 | $0.800 |
| Dyan O'Herne | 23,334 03/02/2021 | 30/06/2023 | 30/06/2025 | $1.480 | $0.800 |
| Dyan O'Herne | 16,667 10/09/2021 | 01/09/2022 | 31/08/2026 | $0.980 | $0.390 |
| Dyan O'Herne | 16,667 10/09/2021 | 01/09/2023 | 31/08/2026 | $0.980 | $0.390 |
| Dyan O'Herne | 16,666 10/09/2021 | 01/09/2024 | 31/08/2026 | $0.980 | $0.390 |
| Dyan O'Herne | 200,000 01/01/2023 | 01/07/2023 | 01/01/2028 | $0.570 | $0.340 |
| Michael Lampron* | 378,114 01/12/2020 | 30/06/2023 | 30/09/2023 | - | $0.835 |
| Michael Lampron* | 402,185 11/11/2021 | 30/06/2024 | 30/09/2024 | - | $0.519 |
| Michael Lampron* |
723,000 17/11/2022 | 30/06/2025 | 30/09/2025 | - | $0.572 |
- performance rights subject to performance hurdles.
Options granted carry no dividend or voting.
26
Mach7 Technologies Limited Directors' report 30 June 2023
There were no options over ordinary shares granted to or vested by directors and other key management personnel as part of compensation during the year ended 30 June 2023.
| Number of | Number of | Number of | Number of | Value of | Value of | Value of | |
|---|---|---|---|---|---|---|---|
| options | options | options | options | options | options | options | |
| granted | granted | vested | vested | granted | exercised | lapsed | |
| during year | during year |
during year |
during year |
during year |
during year |
during year |
|
| 30 June | 30 June | 30 June | 30 June | 30 June | 30 June | 30 June | |
| 2023 | 2022 | 2023 | 2022 | 2023 | 2023 | 2023 | |
| David Chambers | 35,000 | 35,000 | 109,999 | 98,334 | 11,214 | 34,335 | - |
| Eliot Siegel | 25,000 | 25,000 | 100,000 | 91,666 | 8,010 | - | - |
| Robert Bazzani | 25,000 | 25,000 | 91,666 | 83,333 | 8,010 | - | - |
| Philippe Houssiau | 25,000 | 250,000 | 83,333 | 75,000 | 8,010 | - | - |
| Dyan O'Herne*** | 200,000 | - | 63,335 | - | 67,056 | 5,886 | - |
| Michael Lampron* | 723,000 | 402,185 | 250,000 | 366,666 | 413,556 | 24,990 | - |
| Steven Parkes** | - | 400,000 | 200,000 | - | - | - | - |
-
Performance rights granted to Michael Lampron during year ended 30 June 2023 and 30 June 2022 subject to performance hurdles.
-
** Steven Parkes resigned as CFO on 1 January 2023.
-
*** Dyan O'Herne was appointed as Interim CFO effective 1 January 2023 and CFO effective 1 July 2023.
Additional information
The earnings of the consolidated entity for the five years to 30 June 2023 are summarised below:
| 2023 | 2022 | 2021 | 2020 | 2019 | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Profit/(loss) for the year | (1,048,112) | (4,167,850) | (9,357,196) | 169,293 | (7,058,729) |
Basic earnings/(loss) per share (EPS) (Cents) |
(0.40) | (1.80) | (4.00) | 0.10 | (5.10) |
| Improvement in EPS | 1.40 | 2.20 | (4.10) | 5.10 | (1.20) |
| Share price ($) | 0.620 | 0.490 | 1.065 | 0.970 | 0.475 |
| % change in share price (%) | 27% | (54%) | 10% | 105% | 126% |
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
| Ordinary shares David Chambers Eliot Siegel Robert Bazzani Michael Lampron Dyan O'Herne |
Balance at the start of the year 160,000 21,100 89,900 85,208 - |
Received as part of remuneration - - - - - |
Additions* 225,000 - - 233,333 45,000 |
Other movements** - - - (70,326) 133,205 |
Balance at the end of the year 385,000 21,100 89,900 248,215 178,205 |
|---|---|---|---|---|---|
| 356,208 | - | 503,333 | 62,879 | 922,420 |
- Additions during the represents shares from the exercise of the options.
** Other movements for Dyan O’Herne represents numbers of shares held by her before her appointment as the interim Chief Financial Officer on 1 January 2023. Other movements for Michael Lampron represents disposal of shares during the year.
27
Mach7 Technologies Limited Directors' report 30 June 2023
Option and performance rights holding
The number of options and performance rights over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
| Options over ordinary shares David Chambers Eliot Siegel Robert Bazzani Philippe Houssiau Michael Lampron Dyan O'Herne Steven Parkes** |
Balance at the start of the year 330,000 300,000 275,000 250,000 2,113,632 - 400,000 |
Granted 35,000 25,000 25,000 25,000 723,000 200,000 - |
Exercised (225,000) - - - (233,333) (45,000) (200,000) |
Expired/ forfeited/ other - - - - - 235,000 (200,000) |
Balance at the end of the year 140,000 325,000 300,000 275,000 2,603,299 390,000 - |
|---|---|---|---|---|---|
| 3,668,632 | 1,033,000 | (703,333) | 35,000 |
4,033,299 |
-
Michael Lampron's closing balance includes 378,114 performance rights granted on 1 December 2020, 402,185 performance rights granted on 11 November 2021, 723,000 performance rights granted in the current year on 17 November 2022 and share options of 1,100,000 granted in previous years.
-
** Dyan O'Herne was appointed as interim Chief Financial Officer on 1 January 2023. On this date, Dyan's held 235,000 Options granted during prior years. Subsequent to becoming a KMP as interim Chief Financial Officer, Dyan was granted 200,000 options on 1 January 2023 and on 29 June 2023 exercised 45,000 options granted and vested in prior years.
-
*** Steven Parkes resigned as Chief Financial Officer on 1 January 2023. The balance in other movement represents forfeiture of 200,000 performance rights granted during previous year.
| Options over ordinary shares David Chambers Eliot Siegel Robert Bazzani Philippe Houssiau Michael Lampron Dyan O'Herne |
Vested and exercisable 70,000 274,999 249,999 158,333 1,100,000 156,667 |
Unvested 70,000 50,001 50,001 116,667 1,503,299 233,333 |
Balance at the end of the year 140,000 325,000 300,000 275,000 2,603,299 390,000 |
|---|---|---|---|
| 2,009,998 | 2,023,301 | 4,033,299 |
Other transactions with key management personnel and their related parties There have been no other transactions with KMPs during the year.
This concludes the remuneration report, which has been audited.
28
Mach7 Technologies Limited Directors' report 30 June 2023
Shares under option
Unissued ordinary shares of Mach7 Technologies Limited under option at the date of this report are as follows:
| Exercise Grant date Expiry date price 17/10/2018 17/10/2023 $0.185 12/11/2018 12/11/2023 $0.244 02/05/2019 02/05/2024 $0.265 11/10/2019 11/10/2024 $0.680 11/10/2019 01/10/2024 $0.680 18/11/2019 18/11/2024 $0.820 18/11/2019 18/11/2024 $0.800 18/11/2019 18/11/2024 $0.950 18/11/2019 18/11/2024 $1.100 01/12/2020 30/11/2025 $1.400 03/02/2021 30/06/2025 $1.480 10/09/2021 31/08/2026 $0.980 11/11/2021 11/11/2026 $0.910 11/11/2021 31/12/2025 $1.380 20/01/2022 20/01/2027 $0.782 24/02/2022 24/02/2027 $0.731 12/12/2022 12/12/2027 $0.610 01/01/2023 01/01/2028 $0.570 01/05/2023 01/05/2028 $0.636 |
Number under option 646,666 225,000 50,000 793,333 166,667 285,000 250,000 250,000 250,000 85,000 1,550,000 2,510,000 110,000 225,000 200,000 250,000 110,000 200,000 200,000 |
|---|---|
| 8,356,666 |
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate.
Shares issued on the exercise of options
The following ordinary shares of Mach7 Technologies Limited were issued during the year ended 30 June 2023 and up to the date of this report on the exercise of options granted:
the date of this report on the exercise of options granted: |
|
|---|---|
| Exercise Date options granted price 03/11/2017 $0.170 17/10/2018 $0.185 12/11/2018 $0.244 11/11/2021* $0.000 |
Number of shares issued 663,333 95,000 225,000 200,000 |
| 1,183,333 |
- 200,000 shared issued upon exercise of 200,000 performance rights by Steven Parkes.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
29
Mach7 Technologies Limited Directors' report 30 June 2023
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.
This report is made in accordance with a resolution of Directors, pursuant to section 306(3)(a) of the Corporations Act 2001 (Cth).
On behalf of the Directors
==> picture [95 x 44] intentionally omitted <==
_________ David Chambers Chairman
30 August 2023
30
==> picture [117 x 62] intentionally omitted <==
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Mach7 Technologies Limited and its controlled entities for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
-
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
(ii) any applicable code of professional conduct in relation to the audit.
==> picture [72 x 34] intentionally omitted <==
RSM AUSTRALIA PARTNERS
==> picture [143 x 40] intentionally omitted <==
M PARAMESWARAN
Partner
Dated: 30 August 2023 Melbourne, Victoria
==> picture [35 x 54] intentionally omitted <==
31
THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Mach7 Technologies Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2023
| Mach7 Technologies Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2023 |
|
|---|---|
| Note Revenue from contracts with customers 5 Other income 6 Expenses Employment and related expenses 7 Depreciation and amortisation 7 Professional fees and corporate expenses General administration and office expenses Distributor and licence fees Marketing and investor relations expense Travel and related expense Right-of-use lease liability interest expense Other expenses 7 Foreign exchange gains Loss before income tax benefit Income tax benefit 9 Loss after income tax benefit for the year attributable to the owners of Mach7 Technologies Limited Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of Mach7 Technologies Limited Basic and diluted earnings per share 8 |
Consolidated 30 June 2023 30 June 2022 $ $ 30,049,766 27,080,145 407,838 35,528 (21,996,554) (19,851,907) (8,680,824) (9,075,976) (1,722,535) (1,227,844) (2,022,953) (1,517,870) (988,332) (958,149) (755,985) (687,335) (1,123,796) (696,867) (66,903) (55,243) (134,303) (105,362) 378,898 726,433 (6,655,683) (6,334,447) 5,607,571 2,166,597 (1,048,112) (4,167,850) 893,918 1,975,593 893,918 1,975,593 (154,194) (2,192,257) Cents Cents (0.4) (1.8) |
| (6,655,683) 5,607,571 |
|
| (1,048,112) 893,918 |
|
| 893,918 | |
| (154,194) | |
| Cents (0.4) |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
32
Mach7 Technologies Limited Statement of financial position As at 30 June 2023
| Note Assets Current assets Cash and cash equivalents 10 Trade and other receivables 11 Customer contract assets 12 Other assets 13 Total current assets Non-current assets Customer contract assets 12 Right-of-use assets 14 Property, plant and equipment 15 Intangibles 16 Deferred tax asset 20 Other assets 13 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 17 Customer contract liabilities 18 Lease liabilities 19 Total current liabilities Non-current liabilities Lease liabilities 19 Deferred tax liability 20 Total non-current liabilities Total liabilities Net assets Equity Issued capital 21 Reserves 22 Accumulated losses Total equity |
Consolidated 30 June 2023 30 June 2022 $ $ 23,394,568 25,747,608 6,707,403 1,995,258 3,897,609 3,891,217 890,916 566,106 34,890,496 32,200,189 5,005,951 - 1,181,128 1,362,708 815,602 705,848 35,466,096 43,311,870 4,153,583 579,629 793,131 761,845 47,415,491 46,721,900 82,305,987 78,922,089 3,397,681 3,166,646 11,223,534 7,030,020 209,614 190,509 14,830,829 10,387,175 991,039 1,135,850 7,000,453 9,023,846 7,991,492 10,159,696 22,822,321 20,546,871 59,483,666 58,375,218 115,697,098 115,295,443 7,312,323 6,575,207 (63,525,755) (63,495,432) 59,483,666 58,375,218 |
|---|---|
| 34,890,496 | |
| 5,005,951 1,181,128 815,602 35,466,096 4,153,583 793,131 |
|
| 47,415,491 | |
| 82,305,987 | |
| 3,397,681 11,223,534 209,614 |
|
| 14,830,829 | |
| 991,039 7,000,453 |
|
| 7,991,492 | |
| 22,822,321 | |
| 59,483,666 | |
| 115,697,098 7,312,323 (63,525,755) |
|
| 59,483,666 |
The above statement of financial position should be read in conjunction with the accompanying notes
33
Mach7 Technologies Limited Statement of changes in equity For the year ended 30 June 2023
| Consolidated Balance at 1 July 2021 Loss after income tax benefit for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Share-based payments (note 35) Issue of shares upon option exercises Transfers upon lapse of options Transfers upon exercise of options/rights Balance at 30 June 2022 Consolidated Balance at 1 July 2022 Loss after income tax benefit for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Share-based payments (note 35) Issue of shares upon option exercises Transfers upon lapse of options Transfers upon exercise of options/rights Balance at 30 June 2023 |
Issued capital $ 113,746,239 - - |
Share based payments Reserves $ 4,978,917 - - |
Foreign exchange translation $ 518,955 - 1,975,593 |
Accumulated losses $ (61,329,821) (4,167,850) - |
Total equity $ 57,914,290 (4,167,850) 1,975,593 |
|---|---|---|---|---|---|
| - - 957,722 - 591,482 |
- 1,695,463 - (2,002,239) (591,482) |
1,975,593 - - - - |
(4,167,850) - - 2,002,239 - |
(2,192,257) 1,695,463 957,722 - - |
|
| 115,295,443 | 4,080,659 | 2,494,548 | (63,495,432) | 58,375,218 | |
| Issued capital $ 115,295,443 - - |
Share based payments Reserves $ 4,080,659 - - |
Foreign exchange translation $ 2,494,548 - 893,918 |
Accumulated losses $ (63,495,432) (1,048,112) - |
Total equity $ 58,375,218 (1,048,112) 893,918 |
|
| - - 185,241 - 216,414 |
- 1,077,401 - (1,017,789) (216,414) |
893,918 - - - - |
(1,048,112) - - 1,017,789 - |
(154,194) 1,077,401 185,241 - - |
|
| 115,697,098 | 3,923,857 | 3,388,466 | (63,525,755) | 59,483,666 |
The above statement of changes in equity should be read in conjunction with the accompanying notes
34
Mach7 Technologies Limited Statement of cash flows For the year ended 30 June 2023
| Mach7 Technologies Limited Statement of cash flows For the year ended 30 June 2023 |
|
|---|---|
| Note Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers (inclusive of GST) Interest received Net cash (used in)/from operating activities 25 Cash flows from investing activities Payments for property, plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares 21 Repayment of lease liabilities Net cash (used in)/from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year 10 |
Consolidated 30 June 2023 30 June 2022 $ $ 24,566,804 28,168,222 (27,334,186) (21,817,048) 155,335 22,755 (2,612,047) 6,373,929 (361,007) (438,563) (361,007) (438,563) 185,241 957,722 (253,872) (410,110) (68,631) 547,612 (3,041,685) 6,482,978 25,747,608 18,363,398 688,645 901,232 23,394,568 25,747,608 |
| (2,612,047) | |
| (361,007) | |
| (361,007) | |
| 185,241 (253,872) |
|
| (68,631) | |
| (3,041,685) 25,747,608 688,645 |
|
| 23,394,568 |
The above statement of cash flows should be read in conjunction with the accompanying notes
35
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 1. Corporate information
The financial statements cover Mach7 Technologies Limited as a consolidated entity consisting of Mach7 Technologies Limited (the “Company” or the “Parent”) and the entities it controlled at the end of, or during, the year.
Mach7 Technologies Limited is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (ASX:M7T). Its registered office and principal place of business are:
Registered office
Principal place of business
Level 4, 100 Albert Road, South Melbourne VIC 3205 120 Kimball Avenue, Suite 210 South Burlington, VT 05403, United States
The nature of the operations and principal activities of Mach7 Technologies Limited and its consolidated entities (the “Group” or "Consolidated entity") are described in the Directors’ Report.
The financial report of Mach7 Technologies Limited for the year ended 30 June 2023 was authorised for issue in accordance with a resolution of the Directors on 30 August 2023 .
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 30.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Mach7 Technologies Limited ('company' or 'parent entity') as at 30 June 2023 and the results of all subsidiaries for the year then ended. Mach7 Technologies Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 2. Significant accounting policies (continued)
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
Operating segments
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start-up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. Operating segments have been identified based on the information provided to the chief operating decision makers – being the executive management team. The group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in each of the following respects:
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Nature of the products and services;
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Nature of the production processes;
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Type or class of customer for the products and services;
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Methods used to distribute the products or provide the services; and if applicable
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Nature of the regulatory environment.
Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Mach7 Technologies Limited's presentation currency. The Group has multiple functional currencies including Australian dollar, US dollar, Canadian dollar and Singapore dollar.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 2. Significant accounting policies (continued)
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
The consolidated entity recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
In determining the transaction price, the Group adjusts the promised amount of consideration for the effects of the time value of money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provides the customer or the Group with a significant benefit of financing the transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing component. A significant financing component may exist regardless of whether the promise of financing is explicitly stated in the contract or implied by the payment terms agreed to by the parties to the contract.
Sale of software
Revenue from the sale of software licences is recognised at the point in time when the customer obtains control of the software, which is generally at the time of delivery. The provision of the software licence is a distinct performance obligation as the customer can derive substantial benefits from the licence on its own when the licence is delivered and installed. Therefore, revenue from the sale of software is recognised when the software is delivered to the customer.
Rendering of professional services
Revenue from a contract to provide professional services, such as implementation, training and annual support services, is recognised over time as the services are rendered. This is because the professional services price is based on either a fixed price or an hourly rate.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
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When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
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When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 2. Significant accounting policies (continued)
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition:
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amortised cost
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fair value through profit or loss
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equity instruments at fair value through other comprehensive income
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● debt instruments at fair value through other comprehensive income
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. Classifications are determined by both:
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The entities business model for managing the financial asset
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The contractual cash flow characteristics of the financial assets
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 2. Significant accounting policies (continued)
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables, which is presented within other expenses.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Impairment of financial assets
AASB 9’s impairment requirements use more forward-looking information to recognize expected credit losses – the ‘expected credit losses (ECL) model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.
The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
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financial instruments that have not deteriorated significantly in credit quality since initial recognition of that have low credit risk ('Stage 1') and
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financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low ('Stage 2').
Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Contract assets
Contract assets are recognised when the consolidated entity has transferred goods or services to the customer but where the consolidated entity is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes.
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 2. Significant accounting policies (continued)
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:
Computer hardware and software 2 - 5 years Furniture, fixtures & office equipment 5 - 7 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 2. Significant accounting policies (continued)
Intangible assets
Intangible assets acquired separately are initially measured at cost. Intangible asset acquired in a business combination are initially measured at their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over their useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for prospectively by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset.
The useful life of an intangible asset with an indefinite life is reviewed each reporting period to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for as a change in an accounting estimate and is thus accounted for on a prospective basis.
Software development costs
Software development costs are expensed as incurred. An intangible asset arising from development expenditure on an internal project is recognised only when the group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Any expenditure so capitalised is amortised over the period of expected benefits from the related projects.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other nonfinancial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the consolidated entity has transferred the goods or services to the customer.
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 2. Significant accounting policies (continued)
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave, long service leave and accumulating sick leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Non-accumulating sick leave is expensed to profit or loss when incurred.
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Termination benefits
Termination benefits are recognised when a detailed plan of termination has been communicated to affected employees. They are measured as short-term employee benefits when expected to be settled wholly within 12 months of the reporting date or as long-term benefits when not expected to be settled within 12 months of the reporting date.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Retirement benefit obligations
All employees of the consolidated entity are entitled to benefits from the consolidated entity's superannuation plan on retirement, disability or death. The consolidated entity has a defined benefit section and a defined contribution section within its plan. The defined benefit section provides defined lump sum benefits based on years of service and final average salary. The defined contribution section receives fixed contributions from entities in the consolidated entity and the consolidated entity's legal or constructive obligation is limited to these contributions.
A liability or asset in respect of defined benefit superannuation plans is recognised in the statement of financial position, and is measured at the present value of the defined benefit obligation at the reporting date less the fair value of the superannuation fund's assets at that date and any unrecognised past service cost. The present value of the defined benefit obligation is based on expected future payments which arise from membership of the fund to the reporting date, calculated annually by independent actuaries using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 2. Significant accounting policies (continued)
Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised, in the period in which they occur, in other comprehensive income.
Past service costs are recognised immediately in profit or loss, unless the changes to the superannuation fund are conditional on the employees remaining in service for a specified period of time ('the vesting period'). In this case, the past service costs are amortised on a straight-line basis over the vesting period.
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
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during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
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from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 2. Significant accounting policies (continued)
Provision
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date using a discounted cash flow methodology. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Mach7 Technologies Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or BlackScholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the consolidated entity's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The consolidated entity reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
46
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 4. Operating segments
Description of segments and principal activities
Mach7 Technologies is a global provider of enterprise imaging solutions for healthcare institutions, predominantly throughout the North America, Asia Pacific, and the Middle East region. The Group’s performance is monitored and reported for one main segment, which is enterprise imaging. In addition, revenue is monitored at a regional and product/ services level. This information is presented in Note 5.
Profit or Loss
The Group’s profit and loss is managed as a whole and is the same as what is presented in the statement of financial performance and other comprehensive income. In addition, management and the directors monitor Gross Margins, Earnings Before Interest, Tax and Depreciation (EBITDA), and EBITDA adjusted for non-cash items. This is presented below:
| Revenue from contracts with customers Distributor and licence fees Operating expenditure Net foreign exchange gain (realised) Other income/expenses (net) EBITDA – before the following items Share-based payments expense (non-cash) Net foreign exchange gain (unrealised) EBITDA Depreciation and amortisation Right-of-use lease liability interest expense Interest income Income tax benefit Net loss after tax |
Consolidated 30 June 2023 30 June 2022 $ $ 30,049,766 27,080,145 (988,332) (958,149) (26,544,422) (22,286,360) 125,896 83,029 (120,907) (96,800) |
Consolidated 30 June 2023 30 June 2022 $ $ 30,049,766 27,080,145 (988,332) (958,149) (26,544,422) (22,286,360) 125,896 83,029 (120,907) (96,800) |
|---|---|---|
| 2,522,001 (1,077,401) 253,002 |
3,821,865 (1,695,463) 643,404 |
|
| 1,697,602 (8,680,824) (66,903) 394,442 5,607,571 |
2,769,806 (9,075,976) (55,243) 26,966 2,166,597 |
|
| (1,048,112) | (4,167,850) |
Segment assets and liabilities
The Group’s chief decision makers review and monitor assets and liabilities as a whole.
Geographical non-current assets
The total of non-current assets, other than intangible assets, broken down by location of the assets, is shown in the table below:
| North America Asia |
Consolidated 30 June 2023 30 June 2022 $ $ 11,553,773 3,368,465 395,622 41,564 |
Consolidated 30 June 2023 30 June 2022 $ $ 11,553,773 3,368,465 395,622 41,564 |
|---|---|---|
| 11,949,395 | 3,410,029 |
47
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 5. Revenue from contracts with customers
Disaggregation of revenue from contracts with customers
Mach7 is a global provider of medical imaging software solutions. Every software sale, or provision of services, is subject to a software licence agreement, statement of work and/or an order form. The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines and geographical regions:
| Software Licence Revenue (major segment) Professional Services Revenue - implementation & training services - migration services - other custom services Support and maintenance (recurring revenue) Total segment Revenue Geographical segment revenues North America Asia Pacific Middle East Europe and other regions Timing of revenue recognition* Revenue recognised at a point in time Revenue recognised over time |
Consolidated 30 June 2023 30 June 2022 $ $ 17,579,923 15,708,322 - - 2,077,742 2,143,365 600,490 687,136 - 70,402 9,791,611 8,470,920 |
Consolidated 30 June 2023 30 June 2022 $ $ 17,579,923 15,708,322 - - 2,077,742 2,143,365 600,490 687,136 - 70,402 9,791,611 8,470,920 |
|---|---|---|
| 30,049,766 | 27,080,145 |
|
| 25,027,853 3,798,638 828,580 394,695 |
20,596,566 5,370,775 1,009,848 102,956 |
|
| 30,049,766 | 27,080,145 |
|
| 11,040,535 19,009,231 |
10,822,260 16,257,885 |
|
| 30,049,766 | 27,080,145 |
- Software Licence Revenue is comprised of Subscription Revenue (annual recurring revenue) and Capital Software Licence Revenue (recognised upfront upon delivery of software and is recurring at the end of each term, which is normally 5 years)
Revenues of approximately $5.9m, 20% (2022: $5.1m, 19%) are derived from a single external customer.
Assets and liabilities related to contracts with customers
Refer to note 12 and note 18 for current assets and current liabilities (respectively) related to contracts with customers.
Revenue recognised in relation to prior year contract liabilities
The following table shows revenue recognised in the current reporting period that relates to carried-forward contract liabilities:
| Revenue recognised that was included in the contract liability balance at the beginning of the period Support & Maintenance and Subscription Revenue Professional Services Revenue Software Licence Revenue |
Consolidated 30 June 2023 30 June 2022 $ $ 5,176,913 3,915,299 545,279 483,270 37,088 - |
Consolidated 30 June 2023 30 June 2022 $ $ 5,176,913 3,915,299 545,279 483,270 37,088 - |
|---|---|---|
| 5,759,280 | 4,398,569 |
48
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 5. Revenue from contracts with customers (continued)
Unsatisfied performance obligations
The following table shows unsatisfied performance obligations resulting from fixed-price professional services and annual maintenance contracts.
| Contracted Support & Maintenance Revenue and Subscription Revenue- (recurring) Contracted Professional Services Revenue- (non-recurring) Contracted Capital Software License Revenue- (non-recurring) Amounts expected to be recognised as revenues: Contracted Support & Maintenance and Subscription Revenue within one year Contracted Support & Maintenance and Subscription Revenue within two years Contracted Support & Maintenance and Subscription Revenue beyond two years Contracted Professional Services & Capital Software License Revenue within one year Contracted Professional Services & Capital Software License Revenue within two years Contracted Professional Services & Capital Software License Revenue beyond two years |
Consolidated 2023 $ 20,593,604 3,789,465 128,452 |
Consolidated 2022 $ 17,048,215 2,366,116 232,758 |
|---|---|---|
| 24,511,521 | 19,647,089 | |
| 19,205,849 436,719 951,036 |
15,102,993 - - |
|
| 20,593,604 | 15,102,993 | |
| 3,355,706 487,376 74,835 |
2,598,873 - - |
|
| 3,917,917 | 2,598,873 |
Note 6. Other income
| Interest Income Other revenues Other income |
Consolidated 30 June 2023 30 June 2022 $ $ 394,442 26,966 13,396 8,562 |
Consolidated 30 June 2023 30 June 2022 $ $ 394,442 26,966 13,396 8,562 |
|---|---|---|
| 407,838 | 35,528 |
49
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 7. Expenses
| Note 7. Expenses |
||
|---|---|---|
| Loss before income tax includes the following specific expenses: Depreciation and amortisation Amortisation of intangible asset Depreciation of right-to-use assets Depreciation of property, plant and equipment Employment and related expenses Salaries, wages and commissions Employee benefits Employer tax Contractors Other employment related expenses Bonuses Severance Defined contribution plan expense (superannuation) Annual leave provision movement Share-based payments (note 35) Other expenses Losses (net of any gains during the year) on fixed asset disposals Other tax Doubtful debt expense |
Consolidated 30 June 2023 30 June 2022 $ $ 8,209,074 8,608,616 242,843 272,900 228,907 194,460 |
|
| 8,680,824 | 9,075,976 |
|
| 16,091,589 1,537,083 925,166 454,217 278,707 1,000,298 273,668 373,548 (15,123) |
13,704,545 1,189,918 728,112 317,550 381,057 1,371,131 231,891 328,862 (96,622) |
|
| 20,919,153 1,077,401 |
18,156,444 1,695,463 |
|
| 21,996,554 | 19,851,907 |
|
| - 83,860 50,443 |
6,001 43,168 56,193 |
|
| 134,303 | 105,362 |
Note 8. Earnings per share
Basic earnings per share (“EPS”) is calculated by dividing the net loss for the half-year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the half-year. The income and share data used in the calculations of basic and diluted EPS is as follows:
| Earnings per share for loss from continuing operations Loss after income tax attributable to the owners of Mach7 Technologies Limited Weighted average number of ordinary shares used in calculating basic and diluted earnings per share Basic and diluted earnings per share |
Consolidated 30 June 2023 30 June 2022 $ $ (1,048,112) (4,167,850) |
Consolidated 30 June 2023 30 June 2022 $ $ (1,048,112) (4,167,850) |
|---|---|---|
| Number 239,385,710 |
Number 237,724,674 |
|
| Cents (0.4) |
Cents (1.8) |
50
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 9. Income tax benefit
(a) Unused tax losses
At 30 June 2023, the Group has gross tax losses of $53,983,075 (2022: $53,191,321) arising in Australia ($22.5m), US ($20.4m), Singapore ($1,9m) and Canada ($9.2m) that are likely to be available indefinitely for offset against future taxable profits of the companies in which the losses arose, subject to satisfying the relevant income tax loss carry forward rules.
(b) Deferred tax liabilities
The Group has recognised a deferred tax liability of as a result of the acquisition of Mach7 Technologies Pte. Ltd in accordance with AASB112 Income Taxes. Refer note 20.
| (c) Income tax expense The major components of income tax expense are: Current income tax on profits (Increase) / decrease in deferred tax assets (Decrease) / increase in deferred tax liabilities Numerical reconciliation of income tax benefit and tax at the statutory rate Loss before income tax benefit Tax at the statutory tax rate of 25% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Share-based payments Unrealised foreign exchange (gains)/losses Other non-deductible expenses/non-assessable income Deferred tax liability not recognised for temporary differences Option exercises deductible for tax Tax losses not recognised Tax losses utilised Differences in local tax rates Tax losses recognised Income tax benefit |
Consolidated 30 June 2023 30 June 2022 $ $ - - (3,518,610) - (2,088,961) (2,166,597) (5,607,571) (2,166,597) Consolidated 30 June 2023 30 June 2022 $ $ (6,655,683) (6,334,447) (1,663,921) (1,583,612) 22,848 59,648 (123,333) (79,978) 77,548 18,403 (1,686,858) (1,585,539) (244,936) (107,994) 122,427 8,414 986,798 419,843 (977,159) (716,864) (289,233) (184,457) (3,518,610) - (5,607,571) (2,166,597) |
|---|---|
| (1,663,921) 22,848 (123,333) 77,548 |
|
| (1,686,858) (244,936) 122,427 986,798 (977,159) (289,233) (3,518,610) |
|
| (5,607,571) |
*Tax losses recognised and tax losses unrecognised are related to different tax jurisdictions.
51
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 10. Cash and cash equivalents
| Note 10. Cash and cash equivalents |
||
|---|---|---|
| Current assets Cash at bank Cash on deposit |
Consolidated 30 June 2023 30 June 2022 $ $ 16,083,161 18,322,399 7,311,407 7,425,209 |
|
| 23,394,568 | 25,747,608 |
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Note 11. Trade and other receivables
| Note 11. Trade and other receivables |
||
|---|---|---|
| Current assets Trade receivables Less: Allowance for expected credit losses Interest receivable GST receivable Other receivables |
Consolidated 30 June 2023 30 June 2022 $ $ 6,618,876 1,917,425 (74,366) - |
|
| 6,544,510 | 1,917,425 |
|
| 54,359 74,628 |
6,787 19,393 |
|
| 128,987 | 26,180 |
|
| 33,906 | 51,653 |
|
| 6,707,403 | 1,995,258 |
Trade receivables typically have 30-45 day payment terms.
The carrying amounts of trade and other receivables are assumed to approximate their fair values due to their short-term nature.
Allowance for expected credit losses
The consolidated entity has recognised $74,366 (2022: nil) in profit or loss in respect of expected credit losses net of recoveries for the year ended 30 June 2023. The aging of the trade and other receivables and allowance for expected credit losses provided for above are as follows:
The ageing of the trade receivables and allowance for expected credit losses provided for above are as follows:
| Expected credit loss rate 30 June 2023 30 June 2022 Consolidated % % Not overdue - - 0 to 3 months overdue - - 3 to 6 months overdue - - Over 6 months overdue 16.00% - |
Carrying amount 30 June 2023 30 June 2022 $ $ 2,806,981 815,313 1,083,029 771,440 2,430,534 144,794 461,225 263,711 |
Carrying amount 30 June 2023 30 June 2022 $ $ 2,806,981 815,313 1,083,029 771,440 2,430,534 144,794 461,225 263,711 |
Allowance for expected credit losses 30 June 2023 30 June 2022 $ $ - - - - - - 74,366 - |
Allowance for expected credit losses 30 June 2023 30 June 2022 $ $ - - - - - - 74,366 - |
|---|---|---|---|---|
| 6,781,769 | 1,995,258 | 74,366 | - |
52
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 11. Trade and other receivables (continued)
Movements in the allowance for expected credit losses are as follows:
| Movements in the allowance for expected credit losses are as follows: |
||
|---|---|---|
| Opening balance Additional provisions recognised Bad debts written off Foreign exchange impact Closing balance Note 12. Customer contract assets Current assets Contract assets Non-current assets Contract assets |
Consolidated 30 June 2023 30 June 2022 $ $ - 421,172 74,366 - - (459,637) - 38,465 |
|
| 74,366 | - |
|
| Consolidated 30 June 2023 30 June 2022 $ $ 3,897,609 3,891,217 |
||
| 5,005,951 | - |
|
| 8,903,560 | 3,891,217 |
Customer contract assets (or accrued revenue) represents fees which have been recognised as revenue which are yet to be invoiced to the customer. The customer is invoiced when certain contract milestones have been met. This can fluctuate from period to period, as these balances are impacted by the timing of when contracted sales occur, performance obligations are met and the payment milestones that are specified within each contract. The carrying values are assumed to approximate the fair values for these balances.
Under the accounting standards, contracts in which payment by the customer and performance by the Group occur at significantly different times will need to be assessed to determine whether the contract contains a significant financing component. In this reporting period, the Group has identified that its customer contract with Akumin contains a significant financing component due to the performance obligation in relation to the delivery of the capital licence being completed in December 2022 but payment for the capital software licence occurring over a 10-year period. In determining the promised amount of consideration adjusted for the significant financing component, the Group used a discount rate that would be reflected in a separate financing transaction between the Group and Akumin at contract inception which takes into account the credit characteristics of Akumin. The difference between the contract value and the capital software licence revenue recognised at contract inception will unwind over the next 10 years as interest income in the statement of profit or loss and other comprehensive income. The contract asset recognised in relation to the Akumin contract is split between current and non-current based on the invoicing schedule in the contract.
53
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 13. Other assets
| Note 13. Other assets |
||
|---|---|---|
| Current assets Prepayments Deferred expenses Security deposits Non-current assets Contract deposits |
Consolidated 30 June 2023 30 June 2022 $ $ 628,952 418,407 215,072 118,670 46,892 29,029 |
|
| 890,916 | 566,106 |
|
| 793,131 | 761,845 |
|
| 1,684,047 | 1,327,951 |
Contract deposit relates to 5% contract deposit in cash to a customer, Hospital Authority of Hong Kong, as security for the due and faithful performance of Mach7’s services under the current and future contracts.
Note 14. Right-of-use assets
| Note 14. Right-of-use assets |
||
|---|---|---|
| Non-current assets Land and buildings - right-of-use Less: Accumulated depreciation Net book value - opening balance Additions Depreciation Disposal Foreign exchange movements |
Consolidated 30 June 2023 30 June 2022 $ $ 1,579,445 1,503,027 (398,317) (140,319) |
|
| 1,181,128 | 1,362,708 |
|
| Consolidated 2022 $ 1,362,708 23,153 (242,843) - 38,110 |
Consolidated 2021 $ 1,032,478 554,002 (272,900) 4,043 45,085 |
|
| 1,181,128 | 1,362,708 |
The consolidated entity leases land and buildings for its offices in Vermont (USA), Waterloo (Canada) and Johor (Malaysia). The Vermont lease originally commenced 1 August 2014. This lease was renewed for a further seven years through to 31 July 2029 with annual increases of 3% for each year from 31 July 2023 onwards. The Waterloo lease commenced 1 November 2019, for a term of 6 years ending 31 December 2026. This lease was renegotiated in April 2022 to reduce the size of the rented premises by approximately half. This lease has the option to renew for a further two additional periods of five years each. The Johor lease originally commenced 1 June 2019. It was renewed on 1 June 2022 for a term of two years through 31 May 2024, with an option to renew for a further two years. On renewal, the terms of the Johor lease will be renegotiated.
54
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 15. Property, plant and equipment
| Non-current assets Leasehold improvements - at cost Less: Accumulated depreciation Computer equipment - at cost Less: Accumulated depreciation Office equipment - at cost Less: Accumulated depreciation Reconciliations Balance at 1 July 2021 Additions Disposals Depreciation expense Foreign exchange revaluations Balance at 30 June 2022 |
Office Equipment $ 106,669 233,236 (5,458) (48,522) 4,126 |
Computer Hardware & Software $ 201,229 125,394 (841) (119,526) 10,848 |
Consolidated 30 June 2023 30 June 2022 $ $ 363,748 346,434 (191,877) (147,741) |
Consolidated 30 June 2023 30 June 2022 $ $ 363,748 346,434 (191,877) (147,741) |
|---|---|---|---|---|
| 171,871 | 198,693 |
|||
| 1,377,421 (980,348) |
1,061,834 (844,730) |
|||
| 397,073 | 217,104 |
|||
| 530,785 (284,127) |
502,679 (212,628) |
|||
| 246,658 | 290,051 |
|||
| 815,602 | 705,848 |
|||
| Leasehold Improvement s $ 111,998 108,498 - (26,412) 4,609 |
Total $ 419,896 467,128 (6,299) (194,460) 19,583 |
|||
| 290,051 | 217,104 | 198,693 | 705,848 |
Reconciliations of the written down values at the beginning and end of the current financial year are set out below:
| Consolidated Balance at 1 July 2022 Additions Foreign exchange revaluations Depreciation expense Balance at 30 June 2023 |
Office Equipment $ 290,051 14,424 9,344 (67,161) |
Computer Hardware & Software $ 217,104 294,435 6,231 (120,697) |
Leasehold Improvement $ 198,693 9,626 4,601 (41,049) |
Total $ 705,848 318,485 20,176 (228,907) |
|---|---|---|---|---|
| 246,658 | 397,073 | 171,871 | 815,602 |
55
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 16. Intangibles
| Non-current assets Goodwill - at cost Patents and trademarks - at cost Less: Accumulated amortisation Customer contracts - at cost Less: Accumulated amortisation Software - at cost Less: Accumulated amortisation Brand - at cost Less: Accumulated amortisation |
Consolidated 30 June 2023 30 June 2022 $ $ 4,354,315 4,299,657 |
Consolidated 30 June 2023 30 June 2022 $ $ 4,354,315 4,299,657 |
|---|---|---|
| 402,650 (322,290) |
381,184 (298,750) |
|
| 80,360 | 82,434 |
|
| 11,656,701 (10,504,132) |
11,621,152 (9,923,774) |
|
| 1,152,569 | 1,697,378 |
|
| 58,930,559 (33,666,329) |
58,380,379 (25,847,387) |
|
| 25,264,230 | 32,532,992 |
|
| 6,172,596 (1,557,974) |
6,114,670 (1,415,261) |
|
| 4,614,622 | 4,699,409 |
|
| 35,466,096 | 43,311,870 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial year are set out below:
| Balance at 1 July 2021 Reclassification Amortisation expense Exchange differences Balance at 30 June 2022 Consolidated Balance at 1 July 2022 Amortisation expense Exchange differences Balance at 30 June 2023 |
Patents $ 262,609 (78,115) (109,149) 7,089 |
Customer Contracts $ 2,151,790 - (542,724) 88,312 |
Brand names $ 4,677,946 - (190,283) 211,746 |
Software $ 38,670,451 78,115 (7,766,460) 1,550,886 |
Goodwill $ 4,099,854 - - 199,803 |
49,862,650 - (8,608,616) 2,057,836 |
|---|---|---|---|---|---|---|
| 82,434 | 1,697,378 | 4,699,409 | 32,532,992 | 4,299,657 | 43,311,870 | |
| Patents $ 82,434 (5,370) 3,296 |
Customer contracts $ 1,697,378 (552,294) 7,485 |
Brand Names $ 4,699,409 (142,713) 57,926 |
Software $ 32,532,992 (7,508,697) 239,935 |
Goodwill $ 4,299,657 - 54,658 |
Total $ 43,311,870 (8,209,074) 363,300 |
|
| 80,360 | 1,152,569 | 4,614,622 | 25,264,230 | 4,354,315 | 35,466,096 |
Amortisation methods and useful lives
The group amortises intangible assets with a limited useful life using the straight-line method over the following periods:
-
Patents and software acquired – 7 years
-
Customer contracts – 5 years
-
Brand names – 7 years and indefinite
56
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 16. Intangibles (continued)
Customer contracts, software, brand names and patents
The customer contracts, software, brand names and patents were acquired as part of two business combinations. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of projected cash flows of the contracts over their estimated useful lives.
Impairment tests for goodwill and indefinite useful life brand names
For impairment testing, the Group views that its past business combination giving rise to goodwill on acquisition relate to synergistic opportunities for its Enterprise Imaging Segment. Therefore, goodwill is allocated to the Group’s Enterprise Imaging Segment, being the only operating and reportable segment of the business. The recoverable amount of that segment (cash generating unit) was determined based on a value-in-use calculation using a discounted cash flow valuation which requires the use of assumptions. The valuation estimates future cash flows over a five-year period. Cash flows beyond the five-year forecast period are extrapolated using the estimated terminal growth rates.
Key assumptions are those to which the recoverable amount of an asset or cash-generating units is most sensitive. The following table sets out the key assumptions for the Enterprise Imaging cash-generating unit to which goodwill and indefinite life intangible have been allocated:
| Item | Key Assumption | Rationale |
|---|---|---|
| Revenue growth rates | First year = Budget | Year 2 to 5 growth rate is based |
| Year 2 to 5 = 20% | on management’s estimates using Group results | |
| achieved by Mach7 over the last 4 years. | ||
| Expenditure growth | First year = Budget | Year 2 to 5 growth rate is based on current |
| rates | Year 2 to 5 = Average 15% growth rate across | market conditions, however, management is |
| all expenditure | focused on controlling expenses and increasing | |
| the EBITDA margins each year. | ||
| Discount Rate | 13.5% post-tax; 17.7% pre-tax | As per management’s estimate of the Group’s |
| weighted average cost of capital. | ||
| Terminal growth rate | 2.5% | Growth rate reverts back to long-term inflation |
| targets at Year 5. |
Results of impairment testing and sensitivity to changes in assumptions
Based on the discounted cash flow valuation using the assumptions above, the recoverable amount of goodwill and other intangible assets exceeded the carrying amount at 30 June 2023 and no impairment charge was recognised.
Sensitivity
Revenue growth rate for years 1 to 5 will need to decrease to 11.7% per annum for there to be no headroom available when comparing the calculation of the estimated recoverable amount of the cash-generating unit against its carrying value at 30 June 2023. Management believes that other reasonable changes in the key assumption on which the recoverable amount of the cash-generating unit is based would not cause its carrying amount to exceed its recoverable amount.
57
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 17. Trade and other payables
| Note 17. Trade and other payables |
||
|---|---|---|
| Current liabilities Trade creditors Accrued expenses Employee entitlements and related costs Distributor/reseller fees payable |
Consolidated 30 June 2023 30 June 2022 $ $ 742,045 723,679 495,309 502,601 1,449,826 1,522,161 710,501 418,205 |
|
| 3,397,681 | 3,166,646 |
Refer to note 24 for further information on financial instruments.
Trade creditors are non-interest bearing and are normally settled on 30-day terms. Accrued expenses comprise general operating expenses where costs are incurred but have not yet been invoiced. Employee entitlements includes sales commissions, redundancy provisions, withholding taxes, superannuation etc. Distributor/reseller commissions will become payable at the time the customer pays their invoice, usually within 30-45 days.
Due to the short-term nature of trade and other payables, their carrying value is assumed to approximate their fair value.
Note 18. Customer contract liabilities
| Current liabilities Support & Maintenance Revenue received in advance Professional Service Revenue received in advance Subscription Revenue received in advance Capital Software Licence Revenue received in advance |
Consolidated 30 June 2023 30 June 2022 $ $ 6,316,755 5,069,197 2,664,481 940,780 2,113,846 982,955 128,452 37,088 |
Consolidated 30 June 2023 30 June 2022 $ $ 6,316,755 5,069,197 2,664,481 940,780 2,113,846 982,955 128,452 37,088 |
|---|---|---|
| 11,223,534 | 7,030,020 |
Customer contract liabilities (or deferred revenue) represents cash amounts that have been collected from customers that will be recognised as revenue in a future period. Revenue is recognised:
-
at a point in time when Capital Software Licences are delivered.
-
over a period of time when Professional Service milestones are achieved.
-
over a period of time when Support & Maintenance services are performed.
-
for Subscription over the subscription period upon the customer achieving First Productive Use.
The carrying values are assumed to approximate the fair values for these balances. Support & maintenance revenue and Subscription revenue received in advance are expected to grow year on year as the Group signs new customer contracts, i.e. every new Support & Maintenance contract and Subscription contract signed going forward will add to this balance. Professional Service Revenue received in advance are expected to fluctuate from year to year, as timing of sales orders, cash payment milestones and Professional Service milestones will impact this balance.
58
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 19. Lease liabilities
| Note 19. Lease liabilities |
||
|---|---|---|
| Current liabilities Lease liability Non-current liabilities Lease liability |
Consolidated 30 June 2023 30 June 2022 $ $ 209,614 190,509 |
|
| 991,039 | 1,135,850 |
|
| 1,200,653 | 1,326,359 |
Refer to note 24 for further information on financial instruments.
Note 20. Deferred tax asset and liability
| Non-current liabilities Deferred tax liability Initial recognition value Accumulated amortisation Movements: Opening balance Amortisation credit for the period Foreign exchange differences Closing balance Deferred tax asset comprises temporary differences attributable to: Unutilised tax losses Deferred tax asset Movements: Opening balance Credited to profit or loss (note 9) Exchange differences Closing balance |
Consolidated 30 June 2023 30 June 2022 $ $ 7,000,453 9,023,846 9,023,846 10,756,055 (2,023,393) (1,732,209) 7,000,453 9,023,846 9,023,846 10,756,055 (2,088,961) (2,166,597) 65,568 434,388 7,000,453 9,023,846 Consolidated 30 June 2023 30 June 2022 $ $ 4,153,583 579,629 |
Consolidated 30 June 2023 30 June 2022 $ $ 7,000,453 9,023,846 |
Consolidated 30 June 2023 30 June 2022 $ $ 7,000,453 9,023,846 |
|---|---|---|---|
| 9,023,846 (2,023,393) |
10,756,055 (1,732,209) |
||
| 7,000,453 | 9,023,846 |
||
| 9,023,846 (2,088,961) 65,568 |
10,756,055 (2,166,597) 434,388 |
||
| 7,000,453 | 9,023,846 |
||
| 4,153,583 | 579,629 | ||
| 579,629 3,518,610 55,344 |
552,963 - 26,666 |
||
| 4,153,583 | 579,629 |
59
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 21. Issued capital
| Note 21. Issued capital |
||||
|---|---|---|---|---|
| Ordinary shares - fully paid Movements in ordinary share capital Details Balance Options exercised during the year Balance Options and performance rights exercised during the year Balance |
30 June 2023 Shares 240,009,381 |
Consolidated 30 June 2022 30 June 2023 Shares $ 238,826,048 115,697,098 |
30 June 2022 $ 115,295,443 |
|
| 1 July 2021 30 June 2022 30 June 2023 |
Shares 236,341,050 2,484,998 |
$ 113,746,239 1,549,204 |
||
| 238,826,048 1,183,333 |
115,295,443 401,655 |
|||
| 240,009,381 | 115,697,098 |
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Options and Performance rights outstanding
Options and Performance rights do not entitle the holders to voting rights, to participate in dividends or the proceeds on winding up of the Company. Refer to note 35 for details on Options and Performance rights.
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current company's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.
The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year.
The capital risk management policy remains unchanged from the 2022 Annual Report.
60
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 22. Reserves
| Note 22. Reserves |
|
|---|---|
| Foreign currency reserve Options reserve |
Consolidated 30 June 2023 30 June 2022 $ $ 3,388,466 2,494,548 3,923,857 4,080,659 7,312,323 6,575,207 |
| 7,312,323 |
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.
Options reserve
The Company has a share-based payment option scheme under which options to subscribe for the Company’s shares have been granted to certain executives and other employees.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
| Consolidated Balance at 1 July 2021 Share based payments Transfer upon lapse of options Transfer to share capital Foreign exchange on translation of subsidiaries Balance at 30 June 2022 Share based payments Transfer upon lapse of options Transfer to share capital Foreign exchange on translation of subsidiaries Balance at 30 June 2023 |
Options reserve $ 4,978,917 1,695,463 (2,002,239) (591,482) - |
Foreign Exchange Translation Reserve $ 518,955 - - - 1,975,593 |
Total $ 5,497,872 1,695,463 (2,002,239) (591,482) 1,975,593 6,575,207 1,077,401 (1,017,789) (216,414) 893,918 7,312,323 |
|---|---|---|---|
| 4,080,659 1,077,401 (1,017,789) (216,414) - |
2,494,548 - - - 893,918 |
||
| 3,923,857 | 3,388,466 |
Note 23. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
61
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 24. Financial instruments
Financial risk management objectives
The Group’s principal financial instruments comprise receivables, payables, cash and short-term deposits.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. The Group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring levels of exposure to interest rate and foreign exchange risk and assessments of market forecasts for interest rate and foreign exchange. Ageing analyses and monitoring of specific credit allowances are undertaken to manage credit risk, liquidity risk is monitored through the development of future rolling cash flow forecasts.
The Board, through the Audit and Risk Management Committee, reviews and agrees policies for managing each of these risks as summarised below. This includes the setting of limits of concentration risks with any one financial institution, credit rate limits, and future cash flow forecast projections.
Market risk
Foreign currency risk
The Group has transactional currency exposure. Such exposure arises from purchases by the Group in currencies other than the functional currency and through foreign currency receipts in the form of milestone, profit share or expense reimbursements under the Group’s various collaborations. Generally, the Group does not use financial instruments to hedge the foreign exchange exposure.
The Group’s exposure to foreign currency risk at the reporting date that are not designated in cash flow hedges was as follows (all amounts are in AUD):
| 30 June 2023 Financial assets Cash and cash equivalents Accounts receivables Customer contract assets Financial liabilities Trade and other payables Lease liabilities Net exposures Financial assets Financial liabilities Net exposures |
USD $ 15,685,138 6,633,919 8,844,042 |
SGD $ 52,838 - - |
CAD $ 264,890 346 - |
GBP - 18,517 - |
HKD $ - - 59,518 |
Total $ 16,002,866 6,652,782 8,903,560 |
|---|---|---|---|---|---|---|
| 31,163,099 | 52,838 | 265,236 | 18,517 | 59,518 | 31,559,208 | |
| (2,536,102) (820,416) |
(121,791) (38,800) |
(445,744) (341,437) |
- - |
- - |
(3,103,637) (1,200,653) |
|
| (3,356,518) | (160,591) |
(787,181) | - |
- | (4,304,290) | |
| 31,163,099 (3,356,518) |
52,838 (160,591) |
265,236 (787,181) |
18,517 - |
59,518 - |
31,559,208 (4,304,290) |
|
| 27,806,581 | (107,753) | (521,945) | 18,517 |
59,518 | 27,254,918 |
62
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 24. Financial instruments (continued)
| 30 June 2022 USD SGD CAD GBP HKD Total Reconciliation of financial assets and liabilities denominated in foreign currency $ $ $ $ $ Financial assets Cash and cash equivalent 17,438,768 70,521 206,659 - - 17,715,948 Accounts receivables 1,934,163 34,914 - - - 1,969,077 Customer contract assets 3,891,217 - - - - 3,891,217 23,264,148 105,435 206,659 - - 23,576,242 Financial liabilities Trade and other payables (1,994,713) (147,864) (374,725) - - (2,517,302) Lease liabilities (884,518) (28,578) (413,263) - - (1,326,359) (2,879,231) (176,442) (787,988) - - (3,843,661) Financial assets 23,264,148 105,435 206,659 - - 23,576,242 Financial liabilities (2,879,231) (176,442) (787,988) - - (3,843,661) Net exposures 20,384,917 (71,007) (581,329) - - 19,732,581 Based on the financial instruments held at 30 June 2023, had the Australian dollar strengthened/weakened by 10% against the above currencies, with all other variables held constant, the Group’s post-tax loss for the year would have been (reduced)/increased by: Profitability (post-tax) higher/(lower) Profitability (post-tax) higher/(lower) Equity (excluding accumulated losses) Equity (excluding accumulated losses) Sensitivity 2023 2022 2023 2022 $ $ $ $ AUD strengthens +10% (2022:+10%) (2,477,120) (1,793,871) - - AUD weakens -10% (2022:-10%) 3,028,324 2,192,509 - - |
USD $ 17,438,768 1,934,163 3,891,217 |
SGD $ 70,521 34,914 - |
CAD $ 206,659 - - |
GBP - - - |
HKD $ - - - |
Total $ 17,715,948 1,969,077 3,891,217 |
|---|---|---|---|---|---|---|
| 23,264,148 | 105,435 | 206,659 | - | - | 23,576,242 | |
| (1,994,713) (884,518) |
(147,864) (28,578) |
(374,725) (413,263) |
- - |
- - |
(2,517,302) (1,326,359) |
|
| (2,879,231) | (176,442) |
(787,988) | - |
- | (3,843,661) | |
| 23,264,148 (2,879,231) |
105,435 (176,442) |
206,659 (787,988) |
- - |
- - |
23,576,242 (3,843,661) |
|
| 20,384,917 | (71,007) | (581,329) | - |
- | 19,732,581 |
Based on the financial instruments held at 30 June 2023, had the Australian dollar strengthened/weakened by 10% against the above currencies, with all other variables held constant, the Group’s post-tax loss for the year would have been (reduced)/increased by:
Management believes the balance date risk exposures are representative of the risk exposure inherent in those financial instruments.
Significant assumptions used in the foreign currency exposure sensitivity analysis include:
-
Reasonably possible movements in foreign exchange rates were determined based on a review of the historical movements and economic forecaster's expectations;
-
The reasonably possible movement of 10% was calculated by taking the foreign currency spot rate as at balance date, moving this spot rate by 10% and the re-converting the foreign currency into AUD with the "new spot-rate"; and
-
This methodology reflects the translation methodology undertaken by the Group.
Price risk
The consolidated entity does not consider it to have any material exposure to price risk
63
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 24. Financial instruments (continued)
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the income earned on the Group’s cash and short-term deposits of various deposit terms.
At 30 June 2023, the Group’s cash and cash equivalents comprised of deposits on call and foreign currency accounts.
The Group’s policy to manage its interest rate risk, given its dependence on cash and cash equivalents is to keep maturities short generally using 30-90 day term deposit and short-term money market facilities. The Group constantly analyses its interest rate exposure with respect to renewal of existing positions, alternative investment opportunities / facilities and whether to consider a mix of fixed and variable instruments.
At balance date, the Group had the following mix of financial assets and liabilities exposed to Australian variable interest rate risk that are not designated as cash flow hedges (other currencies or non-interest bearing accounts are not included):
| Consolidated Deposits at call (maturity date 3 months after 30 June) Term deposit (maturity date > 3 months after 30 June) Net exposure to cash flow interest rate risk |
30 June 2023 Balance $ 7,311,407 - |
30 June 2022 Balance $ 7,425,209 - |
|---|---|---|
| 7,311,407 | 7,425,209 |
An analysis by remaining contractual maturities in shown in 'liquidity and interest rate risk management' below.
The Group believes that the carrying amount approximates fair value because of their short term to maturity. Significant assumptions used in the interest rate sensitivity analysis include:
-
Reasonably possible movements in interest rates were determined based on economic forecaster's expectations
-
The net exposure at balance date is representative of what the Group was and is expecting to be exposed to in the next twelve months from the balance date.
Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, short term deposits, trade and other receivables and customer contract assets. The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note. The Group does not hold any credit derivatives to offset its credit exposure.
The Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the Group’s policy to securitise its trades and other receivables.
Cash deposits are all held with Westpac Banking Corporation.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of product development utilising an optimal combination of equity funding, finance and operating lease commitments. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities.
The Group manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecast and actual cash flows and matching maturity profiles in financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
64
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 24. Financial instruments (continued)
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
| Weighted average interest rate Consolidated - 30 June 2023 % Non-derivatives Non-interest bearing Trade and other payables - Interest-bearing - fixed rate Lease liability 5.15% Total non-derivatives Weighted average interest rate Consolidated - 30 June 2022 % Non-derivatives Non-interest bearing Trade and other payables - Interest-bearing - fixed rate Lease liability 5.21% Total non-derivatives |
1 year or less $ 3,397,681 266,297 |
Between 1 and 2 years $ - 273,776 |
Between 2 and 5 years $ - 648,852 |
Over 5 years $ - 180,446 |
Remaining contractual maturities $ 3,397,681 1,369,371 |
|---|---|---|---|---|---|
| 3,663,978 | 273,776 | 648,852 | 180,446 | 4,767,052 | |
| 1 year or less $ 3,166,646 251,640 |
Between 1 and 2 years $ - 257,159 |
Between 2 and 5 years $ - 714,691 |
Over 5 years $ - 328,635 |
Remaining contractual maturities $ 3,166,646 1,552,125 |
|
| 3,418,286 | 257,159 | 714,691 | 328,635 | 4,718,771 |
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
65
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 25. Reconciliation of loss after income tax to net cash (used in)/from operating activities
| Loss after income tax benefit for the year Adjustments for: Depreciation and amortisation Lease interest expense Share-based payments Foreign exchange differences Income tax benefits Change in operating assets and liabilities: Decrease/(increase) in trade and other receivables Decrease/(increase) in customer contract deposits Decrease/(increase) in other current assets Increase/(Decrease) in trade and other payables Increase in customer contract liabilities Net cash (used in)/from operating activities |
Consolidated 30 June 2023 30 June 2022 $ $ (1,048,112) (4,167,850) 8,680,824 9,075,976 66,903 55,212 1,077,401 1,695,463 (125,457) (615,973) (5,607,571) (2,166,597) (4,627,086) 75,465 (5,012,343) (451,190) (441,155) (100,981) 231,035 1,524,730 4,193,514 1,449,674 |
Consolidated 30 June 2023 30 June 2022 $ $ (1,048,112) (4,167,850) 8,680,824 9,075,976 66,903 55,212 1,077,401 1,695,463 (125,457) (615,973) (5,607,571) (2,166,597) (4,627,086) 75,465 (5,012,343) (451,190) (441,155) (100,981) 231,035 1,524,730 4,193,514 1,449,674 |
|---|---|---|
| (2,612,047) | 6,373,929 |
Note 26. Key management personnel disclosures
Directors
The following persons were directors of Mach7 Technologies Limited during the financial year:
Mr David Chambers- Independent Non-Executive Chairman Mr Robert Bazzani- Independent Non-Executive Director Dr Eliot Siegel - Independent Non-Executive Director Mr Philippe Houssiau- Independent Non-Executive Director Mr Michael Lampron- Managing Director and Chief Executive officer
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity, directly or indirectly, during the financial year:
Mr Steven Parkes Ms Dyan O'Herne
Resigned on 1 January 2023 Appointed on 1 January 2023
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:
| Short-term employee benefits Post-employment benefits Share-based payments (non-cash) |
Consolidated 30 June 2023 30 June 2022 $ $ 2,433,553 1,926,592 17,104 30,050 473,900 457,997 |
Consolidated 30 June 2023 30 June 2022 $ $ 2,433,553 1,926,592 17,104 30,050 473,900 457,997 |
|---|---|---|
| 2,924,557 | 2,414,639 |
66
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 27. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the auditor of the company:
| Audit services - RSM Australia Partners Audit or review of the financial statements Other services - RSM Australia Partners Preparation of the tax return |
Consolidated 30 June 2023 30 June 2022 $ $ 158,500 148,000 10,000 8,750 168,500 156,750 |
|---|---|
| 10,000 | |
| 168,500 |
Note 28. Commitments
There are no expenditure commitments as at 30 June 2023 (2022: nil).
Note 29. Related party transactions
Parent entity
Mach7 Technologies Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 31.
Key management personnel
Disclosures relating to key management personnel are set out in note 26.
Transactions with related parties
During the year ended 30 June 2023, Mr Philippe Houssiau, a non-executive Director of the Company, received, in addition to his fees as non-executive Director, fees of $179,992 for the performance of extra services, in addition to and outside the scope of his services as a non-executive director, in connection with work performed by a technical sub-committee, as approved by the Board. The amount of the extra services fees was based on normal commercial rates for services of that kind. With the exception of this item, there were no transactions with related parties during the current and previous financial year.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Note 30. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
| Loss after income tax Total comprehensive income |
Parent 30 June 2023 30 June 2022 $ $ (1,408,831) (1,105,336) (1,408,831) (1,105,336) |
|---|---|
| (1,408,831) |
67
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 30. Parent entity information (continued)
Statement of financial position
| Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Options reserve Accumulated losses Total equity |
Parent 30 June 2023 30 June 2022 $ $ 26,128,547 13,638,212 85,522,804 85,788,876 1,668,356 844,917 1,668,356 844,917 115,697,098 115,295,443 3,923,857 4,080,659 (35,766,507) (34,432,143) 83,854,448 84,943,959 |
|---|---|
| 85,522,804 | |
| 1,668,356 | |
| 1,668,356 | |
| 115,697,098 3,923,857 (35,766,507) |
|
| 83,854,448 |
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2023 and 30 June 2022.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2023 and 30 June 2022.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and 30 June 2022.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except for the following:
-
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
-
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
-
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.
Note 31. Interests in subsidiaries
Mach7 Technologies Limited is the ultimate parent of the Group. The consolidated financial statements include the financial statements of Mach7 Technologies Limited and its direct/indirect subsidiaries listed below:
| Ownership | interest | ||
|---|---|---|---|
| Principal place of business / | 30 June 2023 30 June 2022 | ||
| Name | Country of incorporation | % | % |
| Direct subsidiary | - | - | |
| Mach7 Technologies International Pty Ltd | Australia | 100.00% | 100.00% |
| Indirect subsidiaries | - | - | |
| Mach7 Technologies UK Ltd | UK | 100.00% | 100.00% |
| Mach7 Technologies Pte Ltd | Singapore | 100.00% | 100.00% |
| Mach7 Technologies, Inc. | U.S.A | 100.00% | 100.00% |
| Mach7 Technologies Canada Inc. | Canada | 100.00% | 100.00% |
68
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 32. Contingent assets
The Group has no contingent assets at 30 June 2023 (2022: none).
Note 33. Contingent liabilities
On 3 November 2021, Mach7 Technologies, Inc. a wholly-owned subsidiary of Mach7 Technologies Limited received a patent infringement claim from AI Visualize.
On 8 July 2022, a notice was received from the United States District Court for the District of Delaware that it granted the Group's request to dismiss all claims asserted by AI Visualize. The Court based its dismissal on a finding that AI Visualize’s patents were not eligible for patenting. AI Visualize’s claims of wilful infringement was therefore dismissed.
On 9 August 2022, the Group received notice from the United States District Court for the District of Delaware that AI Visualize has appealed the dismissal to the United States Court of Appeals for the Federal Circuit.
A court date has been set for AI Visualize Inc’s appeal of the dismissal of its patent infringement case against Nuance Communications Inc. with the United States Court of Appeals for the Federal Circuit to hear oral arguments on 5 October 2023. The appellate courts do not retry cases nor hear new evidence, and there is no jury. Appellate courts review the procedures and the decisions in the trial court to make sure that the proceedings were fair and that the proper law was applied correctly. The United States District Court for the District of Delaware dismissed AI Visualize’s claims of wilful infringement on the grounds that the patents were not eligible for patenting.
The Group will continue to defend itself in relation to this matter. Much like the original claim, management believes that the appeal is highly unlikely to be successful. The timing of the finalisation of this matter is unknown.
Note 34. Events after the reporting period
Subsequent to year end, as announced on ASX on 10 August 2023, Mr. David Chambers will retire as Chair and NonExecutive Director of Mach7, effective from the close of the Company’s Annual General Meeting on 16 November 2023.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
Note 35. Share-based payments
A share option plan has been established by the entity, whereby the entity may grant options and performance rights over ordinary shares in the company to certain key management personnel, employees and consultants of the entity. The options are issued for nil consideration.
Set out below are summaries of options granted and on issue under the plan at the end of the year:
| Share based payment expense | Consolidated 30 June 2023 30 June 2022 $ $ 1,077,401 1,695,463 |
|---|---|
69
Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 35. Share-based payments (continued)
Types of share-based payment plans
Employee Share Option Plan, ‘ESOP’
A Long-Term Incentive Plan has been established and approved by shareholders where Mach7 Technologies Limited may, at the discretion of the Board, grant options over the ordinary shares of Mach7 Technologies Limited to Directors, Executives, contractors and employees of the consolidated entity. The options, issued for nil consideration, are exercisable any time two to three years after the issue date and expire four to five years after the issue date.
The exercise of the options is not subject to any performance conditions other than the employee remaining in the employ of the Company at the date of exercise. The options cannot be transferred and will not be quoted on the ASX.
Set out below are summaries of options granted under the plan:
| Weighted | Weighted | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number of | average | Number of | average | |||||||
| options | exercise price | options | exercise price | |||||||
| 30 June 2023 | 30 June 2023 | 30 June 2022 | 30 June 2022 | |||||||
| Outstanding at | the beginning of the | financial year | 10,791,665 |
$0.907 | 10,163,331 | $0.729 | ||||
| Granted | 760,000 | $0.728 | 4,060,000 | $0.975 | ||||||
| Exercised | (983,333) | $0.579 | (2,484,998) | $0.383 | ||||||
| Expired/Forfeited | (2,211,666) | $1.102 | (946,668) | $1.079 | ||||||
| Outstanding at | the end of the financial year | 8,356,666 | $0.924 | 10,791,665 | $0.907 | |||||
| Exercisable at | the end of the financial year | 5,209,989 | $0.885 | 4,574,984 | $0.660 | |||||
30 June 2023 |
||||||||||
| Balance at | Expired/ | Balance at | ||||||||
| Exercise | the start of | forfeited/ | the end of | |||||||
| Grant date | Expiry date | price | the year | Granted | Exercised | other | the year | |||
| 03/11/2017 | 03/11/2022 | $0.170 | 663,333 | - | (663,333) |
- | - | |||
| 17/10/2018 | 17/10/2023 | $0.185 | 768,332 | - | (95,000) |
(26,666) | 646,666 | |||
| 12/11/2018 | 12/11/2023 | $0.244 | 450,000 | - | (225,000) |
- | 225,000 | |||
| 02/05/2019 | 02/05/2024 | $0.265 | 50,000 | - | - | - | 50,000 | |||
| 11/10/2019 | 11/10/2024 | $0.680 | 911,667 | - | - | (118,334) | 793,333 | |||
| 11/10/2019 | 01/10/2024 | $0.680 | 166,667 | - | - | - | 166,667 | |||
| 11/10/2019 | 18/10/2022 | $0.680 | 166,666 | - | - | (166,666) | - | |||
| 18/11/2019 | 18/11/2024 | $0.820 | 285,000 | - | - | - | 285,000 | |||
| 18/11/2019 | 18/11/2024 | $0.800 | 250,000 | - | - | - | 250,000 | |||
| 18/11/2019 | 18/11/2024 | $0.950 | 250,000 | - | - | - | 250,000 | |||
| 18/11/2019 | 18/11/2024 | $1.100 | 250,000 | - | - | - | 250,000 | |||
| 13/07/2020 | 30/06/2025 | $0.900 | 533,333 | - | - | (533,333) | - | |||
| 01/12/2020 | 30/11/2025 | $1.400 | 85,000 | - | - | - | 85,000 | |||
| 03/02/2021 | 30/06/2025 | $1.480 | 2,386,667 | - | - | (836,667) | 1,550,000 | |||
| 10/09/2021 | 31/08/2026 | $0.980 | 2,790,000 | 250,000 |
- | (530,000) | 2,510,000 | |||
| 11/11/2021 | 11/11/2026 | $0.910 | 110,000 | - | - | - | 110,000 | |||
| 11/11/2021 | 31/12/2025 | $1.380 | 225,000 | - | - | - | 225,000 | |||
| 20/01/2022 | 20/01/2027 | $0.782 | 200,000 | - | - | - | 200,000 | |||
| 24/02/2022 | 24/02/2027 | $0.731 | 250,000 | - | - | - | 250,000 | |||
| 12/12/2022 | 12/12/2027 | $0.610 | - | 110,000 |
- | - | 110,000 | |||
| 01/01/2023 | 01/01/2028 | $0.570 | - | 200,000 |
- | - | 200,000 | |||
| 01/05/2023 | 01/05/2028 | $0.636 | - | 200,000 | - | - | 200,000 | |||
| 10,791,665 | 760,000 |
(983,333) |
(2,211,666) | 8,356,666 | ||||||
Weighted average exercise price |
$0.907 | $0.728 |
$0.188 |
$1.102 |
$0.924 |
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 35. Share-based payments (continued)
| 30 June 2022 Exercise Grant date Expiry date price 27/01/2017 27/01/2022 $0.410 03/11/2017 03/11/2022 $0.170 17/10/2018 17/10/2023 $0.185 12/11/2018 12/11/2023 $0.244 02/05/2019 02/05/2024 $0.265 11/10/2019 11/10/2024 $0.680 11/10/2019 01/10/2024 $0.680 11/10/2019 18/10/2022 $0.680 18/11/2019 18/11/2024 $0.820 18/11/2019 18/11/2024 $0.800 18/11/2019 18/11/2024 $0.950 18/11/2019 18/11/2024 $1.100 13/07/2020 30/06/2025 $0.900 01/12/2020 30/11/2025 $1.400 03/02/2021 30/06/2025 $1.480 10/09/2021 31/08/2026 $0.980 11/11/2021 11/11/2026 $0.910 11/11/2021 31/12/2025 $1.380 20/01/2022 20/01/2027 $0.782 24/02/2022 24/02/2027 $0.731 Weighted average exercise price |
Balance at the start of the year 913,333 1,144,999 1,351,666 450,000 50,000 1,301,667 166,667 166,666 285,000 250,000 250,000 250,000 858,333 85,000 2,640,000 - - - - - |
Granted - - - - - - - - - - - - - - - 3,275,000 110,000 225,000 200,000 250,000 |
Exercised (913,333) (481,666) (583,334) - - (314,999) - - - - - - (191,666) - - - - - - - |
Expired/ forfeited/ other - - - - - (75,001) - - - - - - (133,334) - (253,333) (485,000) - - - - |
Balance at the end of the year - 663,333 768,332 450,000 50,000 911,667 166,667 166,666 285,000 250,000 250,000 250,000 533,333 85,000 2,386,667 2,790,000 110,000 225,000 200,000 250,000 |
|---|---|---|---|---|---|
| 10,163,331 | 4,060,000 | (2,484,998) | (946,668) | 10,791,665 | |
| $0.729 | $0.975 |
$0.383 |
$1.079 |
$0.907 |
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2 years 7 months (2021: 2 years 10 months).
Option pricing model
Equity-settled transactions
The fair value of the equity-settled share options granted under the ESOP is estimated as at the date of grant using a BlackScholes option pricing model taking into account the terms and conditions upon which the option was granted. The model takes into account the share price volatilities and co-variances of the Company and excludes the impact of any estimated forfeitures related to the service-based vesting conditions on the basis that management has assessed the forfeiture rate to be zero.
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| Share price | Exercise | Expected | Dividend | Risk-free | Fair value | ||
|---|---|---|---|---|---|---|---|
| Grant date | Expiry date | at grant date | price | volatility | yield | interest rate | at grant date |
| 12/12/2022 | 12/12/2027 | $0.979 | $0.610 | 46.00% | - | 0.64% | $0.394 |
| 01/01/2023 | 01/01/2028 | $0.570 | $0.570 | 67.00% | - | 3.70% | $0.330 |
| 01/05/2023 | 01/05/2028 | $0.675 | $0.636 | 72.00% | - | 3.08% | $0.419 |
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Mach7 Technologies Limited Notes to the financial statements 30 June 2023
Note 35. Share-based payments (continued)
Performance rights
The Company has on issue 1,503,299 (2022: 1,180,299) performance rights of which 378,114 expire on 30 September 2023, 402,185 expires on 30 September 2024 and 723,000 expires on 30 September 2025. The latter is subject to Total Shareholder Return (TSR) hurdles over the vesting period to 30 June 2023.
Summaries of performances rights is as below:
| Summaries of performances rights is as below: |
||
|---|---|---|
| Outstanding at the beginning of the financial year Granted Exercised Expired/Forfeited Outstanding at the end of the financial year |
30 June 2023 1,180,299 723,000 (200,000) (200,000) |
30 June 2022 540,115 802,185 - (162,001) |
| 1,503,299 | 1,180,299 |
During the year, the consolidated entity issued 723,000 performance rights (PR1) to Mr Michael Lampron with various vesting conditions relating to service period and performance hurdles. The fair value of the performance rights was determined using the Black Scholes option pricing model using the following inputs:
The fair value of the performance rights was determined at $413,556 using the Black Scholes option pricing model using the following inputs:
| Performance rights | |
|---|---|
| Number of performance rights granted | 723,000 |
| Grant date | 25 November 2022 |
| Expiry date | 30 September 2025 |
| Weighted average share price at date of grant ($) | $0.680 |
| Weighted average exercise price ($) | Nil |
| Weighted average volatility % | 83% |
| Weighted average risk-free rate % | 3.27% |
| Fair value per performance right $ | 0.572 |
| Fair value of performance right $ | $413,556 |
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Mach7 Technologies Limited Directors' declaration 30 June 2023
In the directors' opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
-
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2023 and of its performance for the financial year ended on that date; and
-
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
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_________ David Chambers Chairman
30 August 2023
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RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT To the Members of Mach7 Technologies Limited
Opinion
We have audited the financial report of Mach7 Technologies Limited (the Company) and its controlled entities (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the Group's financial position as at 30 June 2023 and of its financial performance for the year then ended; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036
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Liability limited by a scheme approved under Professional Standards Legislation
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Key Audit Matters (Continued)
| Key Audit Matter | How our audit addressed this matter |
|---|---|
| Recognition of Revenue Refer to Note 5 in the financial statements |
|
| Revenue recognition was considered a key audit matter, as it involves significant management estimates and judgement. The Group’s revenue is derived from the sale of software licenses and provision of professional services including implementation and training, migration, and support and maintenance. Revenue in respect of some of the service contracts is based on percentage of completion, which involves management’s estimate and judgement. |
Our audit procedures in relation to the recognition of revenue included, among others: • Assessing whether the Group’s revenue recognition policies were in compliance with AASB 15_Revenue from_ Contracts with Customers; • For a sample of revenue transactions that were recognised at a point in time (i.e. sale of software), substantiating transactions by agreeing to supporting documentation, including contracts with customers and assessing whether performance obligation has been satisfied; • For a sample of revenue transactions that were recognised on a percentage of completion basis (i.e. implementation services), our testing included: Agreeing the contract price to customer contracts; and Assessing the reasonableness of management’s estimated percentage of completion for services delivered up to 30 June 2023 • For a sample of revenue transactions that were recognised overtime (i.e. subscription, support and maintenance service revenue), our testing included: Agreeing the value of services to customer contracts; and Assessing the reasonableness of revenue recognised for services delivered for the financial year and revenue being deferred at 30 June 2023 • Inquiring management about long-term contracts that might have embedded financing components, and assessing the related accounting treatment against AASB15 Revenue from Contracts with Customers; • Reviewing the group listing of unbilled receivables to identify any items potentially to be invoiced to the customers over a long enough period that might have embedded financing arrangements with the customers; • Reviewing sales transactions before and after year-end to ensure that revenue was recognised in the correct period. |
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| Impairment Assessment of Goodwill and Intangibles Refer to Note 16 in the financial statements |
Impairment Assessment of Goodwill and Intangibles Refer to Note 16 in the financial statements |
|---|---|
| At 30 June 2023, the Group has intangible assets and goodwill (collectively known as intangibles) with carrying values of $31.1m and $4.3m respectively. We determine this to be a Key Audit Matter due to the materiality of the intangibles. In addition, the directors’ assessment of the recoverable amount of the cash generating unit (“CGU”) to which these intangibles relate to involves significant judgments and estimates. Namely, the calculation of the recoverable amount of the CGU involves judgements about the future underlying cashflows of the CGU, estimated growth rates for the CGU, and judgments of an appropriate discount rate to apply to the estimated cashflows. Management also performed sensitivity analysis over the calculations, by varying the assumptions used in the revenue growth rate to assess the impact on the valuations. |
Our audit procedures, which involved the assistance of our Corporate Finance team where required, included: • Assessing whether there is a change in assumptions supporting management's determination that the intangible assets should be allocated to a single CGU, based on the nature of the Group’s operating business; • Assessing the valuation methodology used to determine the recoverable amount of the intangible assets and CGU to which the goodwill has been allocated to; • Verifying the mathematical accuracy of the impairment assessment calculations; • Evaluating the reasonableness of the assumptions built into the model which includes the future growth rates, discount rate, terminal value, working capital and performing sensitivity analysis on growth rates applied to cash flows, to determine the extent of headroom for the intangibles; and • Reviewing the adequacy of disclosures against the requirements of AASB 136. |
| Share-Based Payments Refer to Note 35 in the financial statements |
|
| During the year, the Group issued new share options and performance rights to key management personnel and employees, and had options cancelled. Management have accounted for the above in accordance with AASB 2_Share -Based_ Payments. We consider this to be a key audit matter because of the complexity of the accounting required to value the instruments and the judgemental nature of inputs into the valuation models. |
Our audit procedures, which involved the assistance of our Corporate Finance team where required, included: • Reviewing the terms and conditions of the instruments issued; • Reviewing the valuation methodology to ensure it is in compliance with AASB 2; • Verifying the mathematical accuracy of the underlying model; • Critically evaluating the key assumptions used including considering the grant date share price, expected volatility, vesting period and number of instruments expected to vest; • Recalculating the value and accounting treatment of the share-based payment expense to be recognised and the reserve balance for accuracy, factoring in any cancellations due to expiry, forfeiture of other reasons; and • Reviewing the adequacy of the relevant disclosures in the financial statements. |
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Other Information
The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2023, but does not include the financial report and the auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our auditor's report.
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Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2023.
In our opinion, the Remuneration Report of Mach7 Technologies Limited, for the year ended 30 June 2023, complies with section 300A of the Corporations Act 2001 .
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
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RSM AUSTRALIA PARTNERS
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M PARAMESWARAN
Partner
Dated: 30 August 2023 Melbourne, Victoria
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