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PRO MEDICUS LIMITED — Annual Report 2007
Sep 27, 2007
65579_rns_2007-09-27_07e57144-593e-406e-ac8f-e546f36ec166.pdf
Annual Report
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Pro medicus
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Annual Report
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2007
highlights 2006/2007
financial highlights
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Profit after tax a record $7.05 million, up 15.3% on prior year
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Revenue a record $13.03 million, up 11.9%
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$3.1 million revenue from North America up 34%
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Operating margins increased to 77.6%
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Final dividend of 3 cents per share fully franked
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Special dividend of 1 cent per share fully franked
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Record total dividend for the year of 7 cents fully franked (up 27%)
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Strong balance sheet with cash reserves of $11.1 million and no debt (after paying previous dividend of 5.5 cents)
contents
1 Highlights 2006/2007 2 Financial Summary 4 CEO & Chairman’s Letter 6 Business Background 8 The Year 2007 in Review 10 Into the Future 12 Financial Statements 14 Directors’ Report 63 Directors’ Declaration
64 Independent Audit Report 66 ASX Additional Information 68 Corporate Governance
business highlights
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US Agfa deal delivering results with revenue up 40% on the previous year
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Agfa’s Imaging Centre team continues to successfully target the 8,500 Imaging Centres and community hospitals throughout the US. The growing percentage of leads converted to sales in the past six months indicates increased acceptance of the solution in the marketplace
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Launch of advanced billing module for the US extends product offering to a broader segment of the market
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Take-up of digital integration software in the Australian private radiology market continues with over 40 practices now using the technology, up from 25 a year ago
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Continued steady growth of promedicus.net, the company's e-health offering. Over 25,300 doctors are now registered to use the network, which carried over 3.1 million transactions for the year an increase of 7%
Pro medicus Annual Report 2007 page 1 >
financial
summary
page 2 > Pro medicus Annual Report 2007
FINANCIAL SUMMARY
| FINANCIAL SUMMARY | ||
|---|---|---|
| Year ending 30 June 2007 | ||
| All figures in $A thousands unless otherwise stated | ||
| 2007 | 2006 | |
| $’000 | $’000 | |
| Revenues from Continuing Operations | 13,199 | 11,860 |
| +11.2% | ||
| Revenue | 13,035 | 11,645 |
| +11.9% | ||
| Operating Profit Before Interest and Income Tax | 9,081 | 8,049 |
| +12.8% | ||
| Net Profit After Tax | 7,052 | 6,115 |
| +15.3% | ||
| Total Assets 30 June | 17,554 | 15,512 |
| Shareholders’ Funds 30 June | 14,257 | 13,206 |
| Net Tangible Assets per Share at 30 June (cents) | 12.0 | 12.0 |
| Earnings per Share (cents) | 7.1 | 6.1 |
| +16.4% | ||
| Franked Dividends per Share (cents per share) | 7.0 | 5.5 |
| +27.2% | ||
Pro medicus Annual Report 2007 page 3 >
ceo & chairman’s letter
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page 4 > Pro medicus Annual Report 2007
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Dear Shareholders,
It is our pleasure to report on another record and highly productive year for our company. The 2006/2007 year has produced record sales, profits and dividends and has seen Pro Medicus strengthen its position as a leading provider of medical IT solutions to the local and international medical markets.
Our profit after tax of $7.05 million was a record for the company, up 15.3% on last year, the company’s 3rd successive record profit. Revenue of $13.03 million, also a record, was up 11.9% on last year. We are continuing to enjoy the benefits of our successful overseas growth strategy with revenue from North America increasing by 34% to $3.1 million. This equates to 24% of overall revenue, a trend we anticipate will continue in the coming year.
The company is pleased to report that it continues to make solid progress in the US with revenues from the Agfa North American contract increasing by 40%. Feedback from Agfa’s specialised imaging centre team has been positive with signs that are indicative of increased market acceptance of the product.
During the past year, the company has also introduced a number of new capabilities into its US offering including the recently released advanced US billing module as well as the integration of Agfa's Talk Technology voice recognition product. These developments enable Agfa sales force to address a broader segment of the market which will further enhance sales in the coming year.
We are also encouraged by the strong contribution from Canada over the period with revenue increasing by 20% as a result of additional licence fees and recurring service revenues. In addition, the company deployed its Electronic Master Patient Index (EMPI) interface which the company believes could be successfully used in other large-scale operations that require electronic verification of patient records.
In addition to increased offshore activity, we have seen good growth in sales of our digital integration technology in the Australian market with the number of sites now using the technology increasing to over 40 practices, up from 25 the previous year.
It is also pleasing to report that the growth in our e-health offering, promedicus.net, is continuing. We now have 25,300 Australian doctors generating over 3.1 million transactions annually on the network.
Our financial position remains very strong. Pro Medicus is debt free with cash reserves of $11.1 million. The Board has declared a fully franked final dividend of 3 cents per share and a special dividend of 1 cent per share, also fully franked. This brings the total dividend for the year to a record 7 cents per share fully franked, an increase of 27% on the previous year.
Looking forward, the company expects revenue from the Agfa North American alliance to increase over the course of this financial year as more imaging centres convert to our digital offering. It is also expected that the penetration of our digital technology into the Australian radiology market will increase significantly as a "tipping point" is reached within the industry.
Having now established positions in digital radiology in the largest English speaking markets in the world, a key area of focus for our company this year is on building our share in these markets to maximise our returns from the current relationships we have in place.
In closing, we would like to express our sincere thanks to our fellow directors and to the small but highly talented team at Pro Medicus for their invaluable personal contributions to what has been another outstanding year for our company.
Yours faithfully,
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Dr Sam Hupert CHIEF EXECUTIVE OFFICER
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Mel Ward AO CHAIRMAN
Pro medicus Annual Report 2007 page 5 >
business background
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page 6 > Pro medicus Annual Report 2007
Pro Medicus is a leading provider of IT solutions and services to the private healthcare industry.
Established in 1983 by Dr Sam Hupert, and Anthony Hall, Pro Medicus aimed to provide a class-leading range of products and services to address the specific IT needs of the healthcare industry.
Pro Medicus now provides healthcare IT solutions to large Australian corporate groups as well as specialist physicians and surgeons, GPs and allied health professionals. In 2003, the company successfully expanded overseas, completing its first installation in the UK where it now has 18 sites. In the 2004/2005 year Pro Medicus entered the North American market with a large digital imaging contract with AltaPACS in Canada and a three-year contract with Agfa to market digital technology to the private imaging centre market. The overseas growth continued in 2006/2007 with the company now deriving over 24% of its revenues from North America.
The suite of products comprises core and e-health applications and digital radiology (PACS) integration products, plus a comprehensive suite of services centred on the company's product offerings. These include training and installation, hardware configuration and ongoing technical and end user support.
The activities of Pro Medicus in the financial year ending June 30, 2007 can be characterised by the following revenue streams:
DIGITAL IMAGING
CORE BUSINESS
Digital Radiology or PACS (Picture Archive and Communication Systems) radiology images (X-rays) are acquired digitally and viewed on high-resolution monitors without the need to convert these images to x-ray film. Images and the subsequent diagnostic report are stored and linked electronically. This new way of managing a radiology practice is forecast to revolutionise the diagnostic imaging business by significantly improving efficiency of radiographic/technical staff and radiologists as well as facilitating the sharing of the diagnostic images, leading to better quality of care and patient outcomes.
The Company’s core business consists of a range of integrated software applications and services that are designed to aid the management of medical practices. The primary products in this area include medical accounting, clinical reporting, appointments/scheduling and marketing/management information applications. Services include network design and implementation, hardware sourcing and configuration, staff and management training and ongoing technical and end user support.
E-HEALTH
Pro Medicus’ Internet-based e-health offering, promedicus.net, enables referring doctors to receive encrypted clinical reports via the Internet to a centralised "In-Tray" run on a doctor’s computer. These reports are then electronically incorporated into the patients’ medical record, doing away with the need for double handling or manual filing. Promedicus.net currently integrates with over 50 clinical desktop products and is supported on both Microsoft Windows and Apple Macintosh platforms. Over 25,000 Australian doctors are registered users of promedicus.net.
Pro Medicus has developed a range of highly modular digital imaging (PACS) integration products. These integration products provide a seamless interface between the Pro Medicus system and a range of leading PACS products allowing large diagnostic imaging providers to incrementally implement this technology across their enterprise. Revenue is generated from the sale of software licenses for the integration modules, implementation services and ongoing support. The Pro Medicus digital integration products are now being offered and sold to radiology practices in Australia, USA, Canada and the United Kingdom.
Pro Medicus provides “end to end” management of the delivery process ensuring that both the sending of the result by the diagnostic provider and its receipt by the referring doctor are logged. This assists in fulfilling duty-of-care requirements and in so doing provides significant added value to the process.
Pro medicus Annual Report 2007 page 7 >
year in review
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Pro medicus Annual Report 2007
page 8 >
australia
CORE BUSINESS
The core business continued to perform well during the past year with the majority of core revenue coming from ongoing service and support. This has provided the company with a growing recurring revenue stream.
E-HEALTH
The company’s e-health business, promedicus.net, continued to grow solidly, reinforcing its position as the largest and clearly preferred system for the electronic delivery of diagnostic imaging reports. Over 25,300 doctors now subscribe to the network, which carried over 3.1 million transactions for the year. Revenue is generated from a transaction charge for each report that is delivered as well as one-off connection fees and recurring subscriptions.
DIGITAL IMAGING
The migration of Australian private radiology providers from an analogue to a fully digital system increased pace during the past financial year. Pro Medicus maintained its status as the market leader in radiology digital integration technology in Australia. The company now has over 40 sites enjoying the productivity and clinical benefits that an integrated digital environment delivers, up from 25 sites a year ago.
united states
The company continues to make very solid progress in the US with revenues from the Agfa North American contract increasing by 40% over the past 12 months as a result of increased market penetration by Agfa’s specialist imaging centre team. Strike rate as measured by the percentage of leads converted to sales has increased by 15-20% over the past six months indicative of increasing market acceptance of the product. Agfa is continuing to grow its sales funnel and has recorded several new wins over the last months including its first sale to a large imaging centre group ranked in the Top 50 in the US.
A number of new capabilities have been introduced into the US product offering throughout the year including the recently released advanced US billing module as well as the integration of Agfa's Talk Technology voice recognition product. These developments further differentiate the product offering in a market where many imaging centres spend large amounts outsourcing their billing and transcription.
canada
Revenue from the AltaPACS contract increased during the period driven by new licence sales, recurring support revenue and the release of a new electronic patient master index (EMPI) interface. The EMPI software allows electronic verification of patient demographics against the regional records. This has enabled the construction of a single repository for all patients’ diagnostic images in the province. This software has been developed using international standards and will be applicable to other markets.
Pro medicus Annual Report 2007 page 9 >
into the
future
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page 10 > Pro medicus Annual Report 2007
In the coming year, the company is looking to maximise the opportunities it has created with digital imaging integration in Australia as well as the significant growth opportunity with the Agfa North American contract.
The move to digital radiology in Australia is at a "tipping point" and the company predicts that it will continue to benefit as an increasing number of practices transition to this technology.
Market penetration in the US is also expected to accelerate throughout the 2008 financial year with revenues from the Agfa North American contract increasing over the next 12 months as Agfa continue to build on the solid base that has been created.
As well as maximising its returns from existing overseas contracts, Pro Medicus will continue to explore other overseas opportunities, both in terms of new markets and of other products and opportunities in existing markets.
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US EXPANSION CANADIAN
EXPANSION
NEW
PROMEDICUS.NET INTERNATIONAL
Pro medicus
MARKETS
DIGITAL IMAGING NEW PRODUCTS
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key growth strategies for 2008
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Pro medicus Annual Report 2007 page 11 >
financial statements
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page 12 > Pro medicus Annual Report 2007
| Directors’ Report | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 14 | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 14 |
|---|---|---|
| Auditor’s Independence Declaration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 27 | ||
| Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 28 | ||
| Balance Sheet | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 29 | |
| Statement of Changes in Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 30 | ||
| Cash Flow Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 31 | ||
| Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 32 | ||
| Note 1 | Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 32 | |
| Note 2 | Summary of Significant Accounting Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 32 | |
| Note 3 | Segment Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 40 | |
| Note 4 | Income and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 41 | |
| Note 5 | Income Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 42 | |
| Note 6 | Earnings per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 43 | |
| Note 7 | Dividends Paid and Proposed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 43 | |
| Note 8 | Cash and Cash Equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 44 | |
| Note 9 | Trade and Other Receivables (Current). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 45 | |
| Note 10 | Inventories (Current). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 45 | |
| Note 11 | Plant and Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 45 | |
| Note 12 | Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 48 | |
| Note 13 | Trade and Other Payables (Current). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 49 | |
| Note 14 | Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 50 | |
| Note 15 | Contributed Equity and Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 50 | |
| Note 16 | Share based Payment Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 51 | |
| Note 17 | Financial Risk Management Objectives and Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 51 | |
| Note 18 | Financial Instruments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 52 | |
| Note 19 | Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 53 | |
| Note 20 | Events after the Balance Sheet Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 53 | |
| Note 21 | Auditors’ Remuneration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 53 | |
| Note 22 | Director and Executive Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 54 | |
| Directors’ Declaration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 63 | ||
| Independent Audit Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 64 | ||
| ASX Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 66 | ||
| Corporate Governance Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 68 | ||
| Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .page 72 | ||
Pro medicus Annual Report 2007 page 13 >
directors’ report
Your Directors submit their report for the year ended 30 June 2007. 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. Directors were all in office for this entire period.
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Melvyn Keith Ward A.O. CHAIRMAN B.E.(Hons), M.Eng.Sc., F.I.E(Aust), F.T.S., F.A.I.M., I.V.A.
Mel Ward joined Pro Medicus Limited as a Director on 4 April, 2000. He is a director of a number of companies including Coca-Cola Amatil Ltd, Macquarie Communications Infrastructure Group, Western Australian Newspapers Holdings Limited and Transfield Services Limited. He was also a director of AXA Asia Pacific Holdings until April 2003, and of Insurance Manufacturers of Australia until July 2006. After a long career in the communications sector, he retired as Managing Director of Telecom Australia (Telstra) in 1992. Mel is Chairman and serves on the audit committee.
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Dr Peter David Jonson DEPUTY CHAIRMAN B.Comm(Hons), M.A.(Hons), PhD, F.A.I.C.D., F.A.A.S.S.
Peter Jonson joined Pro Medicus as a Director on 4th April 2000. He is Chairman of the Australian Institute for Commercialisation, Australian Aerospace and Defence Innovations Ltd and Bionomics Ltd. Dr Jonson is also Chair of the Federal Government’s CRC Committee. He is a director of Village Roadshow Ltd, Sequoia Capital Management Ltd and Metal Storm Limited. He is Chair Emeritus of the Melbourne Institute, having served as the Chair of its Advisory Board from 1992 to 2002. In his previous career, Peter was an economist at the Reserve Bank of Australia for 17 years, including 7 years in its most senior economics post, then called Head of Research. He subsequently worked in the private finance industry for 12 years including CEO of Norwich Financial Services Ltd and Managing Director and then Chairman of ANZ Funds Management. Peter is a fellow of the Australian Institute of Company Directors and of the Academy of the Social Sciences in Australia. Peter is Deputy Chairman and serves on the audit committee.
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Dr Sam Aaron Hupert MANAGING DIRECTOR & CEO M.B.B.S.
Co-founder of Pro Medicus Limited in 1983, Sam Hupert is a Monash University Medical School graduate who commenced General Practice in 1980. Realising the significant potential for computers in medicine he left general practice in late 1984 to devote himself full time to managing the Company.
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Anthony Barry Hall EXECUTIVE DIRECTOR & TECHNOLOGY DIRECTOR B.Sc.(Hons), M.Sc.
Co-founder of Pro Medicus Limited in 1983, Anthony Hall has been principal architect and developer of the core software systems. His current role is to oversee all product development and plan the future technical direction of the Company.
page 14 > Pro medicus Annual Report 2007
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Philip Gregory Molyneux NON-EXECUTIVE DIRECTOR B.Econ, F.C.A.
Philip Molyneux joined Pro Medicus Limited as a Director on 4 April, 2000. He is Chairman of Anadis Limited, and Equity Trustees Limited, a director of Centre for Eye Research Australia Limited and Australian National Academy of Music. He was also a director of Corps of Commissionaires (Victoria) Limited until April 2005 and a director of Sundowner Motor Inns Limited from July 2003 to June 2004.
He is also a trustee of Monash University Accident Research Foundation. Philip is Chairman of the audit committee.
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Sean Collins COMPANY SECRETARY B.Bus, M.Acc, MBA, CPA
Sean became CFO / Company Secretary on 6 July 2007. Besides having strong academic qualifications, he has significant management, accounting and finance experience having worked in senior roles in a range of organisations including the ANZ Banking Limited, Monash University, IAS Limited, and the GPI Group of companies.
Geoff Holden (RETIRED)
Geoffrey Holden remained company secretary during the financial year 2006/2007 and retired on the 6 July 2007 after being company secretary for 7 years. Geoffrey has been a registered Chartered Accountant for over 30 years.
Pro medicus Annual Report 2007 page 15 >
directors’ report
INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY
As at the date of this report, the interests of the directors in the shares and options of the Company were:
| Ordinary Shares | Options over | |
|---|---|---|
| Ordinary Shares | ||
| A. B. Hall | 30,068,500 | 425,000 |
| S. A. Hupert | 30,072,660 | 425,000 |
| M. K. Ward | 50,000 | 400,000 |
| P. D. Jonson | 50,000 | 200,000 |
| P. G. Molyneux | 25,000 | 200,000 |
EARNINGS PER SHARE
| CENTS | |
|---|---|
| Basic earnings per share | 7.1 |
| Diluted earningsper share | 7.0 |
DIVIDENDS
| ORDINARY SHARES | CENTS | $’000 |
|---|---|---|
| Final dividends recommended: | ||
| Normal dividend plan | 3.00 | 3,000 |
| Special Dividend1.00 | 1.00 | 1,000 |
| Dividends paid in the year: | ||
| Interim for the year | 2.50 | 2,501 |
| Special Dividend | 0.50 | 500 |
| Final dividend for 2006 shown as recommended in the 2006 report: | ||
| Normal dividend plan | 2.00 | 2,000 |
| Special Dividend | 1.00 | 1,000 |
OPERATING AND FINANCIAL REVIEW
CORPORATE INFORMATION
Corporate Structure
Pro Medicus Limited is a company limited by shares that is incorporated and domiciled in Australia.
Nature of operations and principal activities
The principal activities of the Company during the year were the supply of product and services to diagnostic imaging groups and a broad range of groups within the private medical market. These products and services include:
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Innovative proprietary medical software;
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Training, installation and professional services;
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Support and service products;
page 16 > Pro medicus Annual Report 2007
directors’ report
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Promedicus.net secure email; and
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Digital radiology integration products & services aimed at facilitating the transition from an analogue to a fully digital environment.
In addition the company has been engaged in ongoing new product development:
A number of new capabilities have been introduced into the US product offering throughout the year including the recently released advanced US billing module, as well as the integration of Agfa's Talk Technology voice recognition product.
In Canada Pro Medicus released new electronic patient master index (EMPI) software that allows electronic verification of patient demographics against the regional records. This has enabled the construction of a single repository for all patients’ diagnostic images in the province. This software has been developed using international standards and will be applicable to other markets.
REVIEW AND RESULTS OF OPERATIONS
INVESTMENT ACTIVITIES
Surplus funds are invested by the Company in commercial bills to maximise the interest return.
PERFORMANCE INDICATORS
Management and the Board monitor overall performance, from the strategic plan through to the performance of the Company against operating plans and financial budgets.
The Board, together with management, have identified key performance indicators (KPIs) that are used to monitor performance. Key management monitor these KPIs on a regular basis and Directors receive appropriately structured board reports for review prior to each monthly Board meeting allowing them to actively monitor the Company’s performance.
DYNAMICS OF THE BUSINESS
The company’s local Australian operations performed well over the past year with revenue increasing by approximately 3.4% from 9.1M to 9.4M. Promedicus.net, the company’s e-health offering, continued its growth in both the number of doctors registered as well as transaction volumes with the network carrying 3.1 million transactions for the year, a 7.2% increase on the previous year.
The number of doctors registered to use promedicus.net increased from 22,000 doctors to 25,300 an increase of 15% compared to the same time last year, and the company intends to leverage its relationship with them to cross-sell its other products and services.
Building on the success of the first digital imaging installation at Lake Imaging, the company has now installed the technology at an increasing number of sites, covering private, large corporate and public radiology providers. Increased levels of market interest reinforce the company’s confidence that the efficiency and clinical benefits the technology offers will inevitably drive the radiology industry towards a fully digital environment.
The past year has also seen the company continue to make significant inroads into overseas markets particularly the US and Canada with revenue from overseas operations increasing from $2.308 million to 3.092 million a 33.96% increase.
The North American market provided approximately 24% of the total revenue and Pro Medicus aims to continue to expand within this lucrative market by leveraging Agfa’s substantial presence in the US and by extending its product offering.
Canada has also continued to provide ongoing opportunity for the company providing approximately 10.4% of the total revenue.
Pro medicus Annual Report 2007 page 17 >
directors’ report
OPERATING RESULTS FOR THE PERIOD
Pro Medicus reported an after tax profit of $7,052 million making this which is the most profitable year in Pro Medicus history. Revenue also rose to a record $13,035 million an increase of 11.9% on the previous year.
Throughout the year, the company continued its focus on higher margin software sales, e-health and services. Net margin as defined by profit before tax to revenue from operating activities increased from 75.8% in 2006 to 77.6% in 2007.
SHAREHOLDER RETURNS
The Company is pleased to report a dividend return to shareholders of a total of 7.0 cents per share which is an increase of 1.5 cents over the previous period and represents the largest dividend payout in the company’s history. This is made up of a final dividend of 3.00 cents plus a special dividend of 1.00 cent per share plus the interim dividend of 2.50 cents plus a special interim of 0.5 cents.
The directors are confident that the holdings of reserve cash after paying out both the second half and special dividends is sufficient to safeguard the development and expansion needs of the company as the business looks to increase its penetration of existing markets and new product development.
Despite extra dividend payments the company has maintained cash holdings and the increased return on net assets and equity as shown in the table below, reflects the increased level of profit in the current period.
| 2007 | 2006 | 2005 | 2004 | 2003 | |
|---|---|---|---|---|---|
| Basic earnings per share – reported (cents) | 7.1 | 6.1 | 5.5 | 3.6 | 4.5 |
| Basic earnings per share - restated (cents) | n/a | n/a | n/a | 4.4 | 3.7 |
| Return on assets (%) | 55.5 | 55.5 | 49.9 | 38.4 | 51.3 |
| Return on equity (%) | 49.5 | 46.3 | 42.9 | 32.3 | 42.3 |
| Net debt / equity ratio (%) | Nil | Nil | Nil | 1.2 | 1.8 |
| Dividend payout ratio (%) – normal dividend plan | 77.5 | 65.4 | 77.4 | 97.9 | 71.5 |
| Dividend payout ratio (%) – total dividend | 98.5 | 89.9 | 86.5 | 97.9 | 71.5 |
| Availablefranking credits [taxpaid basis] ($’000) | 5,582 | 5,268 | 5,362 | 4,910 | 4,840 |
INVESTMENTS FOR FUTURE PERFORMANCE
The Company will continue to direct resources into the development of new products and in particular is committed to the research being undertaken within the core RIS/PACS offerings for the Australian, US and Canadian markets, and the expansion of Promedicus.net. It is anticipated this will translate into an increase in and improvement in the bottom line of the operation. The company is also undertaking a major redevelopment aimed at transitioning some of the company’s core technology to the latest software platforms.
Despite significant increases in development and business activity over the past year as a result of the US and Canadian developments, staff numbers have relatively remained unchanged.
The directors express their gratitude for the efforts of all employees in achieving this year’s result.
The Company remains committed to providing staff with access to appropriate training and development programs, together with the resources to complete their duties.
page 18 > Pro medicus Annual Report 2007
directors’ report
REVIEW OF FINANCIAL CONDITION
CAPITAL STRUCTURE
The company has a sound capital structure with a debt/equity ratio, which has remained at zero in the current year.
The directors believe that the debt to equity ratio for the Company could increase, if the need for expansion or acquisition required extra funds sourced from borrowings.
TREASURY POLICY
The Company has limited exposure to foreign exchange rate fluctuations as a consequence of contracts written in and cash being held in foreign currencies. The Company uses derivative financial instruments in the form of forward currency contracts, to hedge its risk associated with foreign currency fluctuations.
The treasury function, co-ordinated within Pro Medicus Limited, is limited to maximising interest return on surplus funds and now managing currency risk. The treasury operates within policies set by the Board, which is responsible for ensuring that management’s actions are in line with board policy.
During the financial period, surplus cash was deposited to various bank instruments and Cash Management accounts to maximise the interest earned. At balance date there was $11.1m of cash assets available to the company.
CASH FROM OPERATIONS
Net cash flows from operating activities was a positive $5.81m for the current period, attributed by a $10.5m collection of receipts from customers compared with payments of $2.96m to suppliers and employees. The company continued to hold total cash assets of over $11 million.
LIQUIDITY AND FUNDING
The Company is cash flow positive, has substantial cash reserves and has no overdraft facility. Sufficient funds are held to finance operations.
Risk Management
The Company takes a proactive approach to risk management. The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that the Company’s objectives and activities are aligned with the risks and opportunities identified by the Board.
The Company believes that it is crucial for all Board members to participate in this process, as such the Board has not established separate committees for areas such as risk management, environmental issues, occupational health and safety or treasury.
The Board has a number of mechanisms in place to ensure that management’s objectives and activities are aligned with the risks identified by the Board. These include the following:
-
Board approval of strategic plans, which encompass the company’s vision, mission and strategy statements, designed to meet stakeholder needs and manage business risk;
-
Implementation of Board approved operating plans and budgets and Board monitoring of progress against these budgets, including the establishment and monitoring of KPIs; and
-
Overseeing of appropriate backup procedures for important company data.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Pro Medicus Limited support and have adhered to the principles of good corporate governance. Please refer to the separate “Corporate Governance” section for more details of specific policies.
Pro medicus Annual Report 2007 page 19 >
directors’
report
STATEMENT OF COMPLIANCE
The above report is based on the guidelines in The Group of 100 Incorporated publication Guide to the Review of Operations and Financial Condition .
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Shareholders’ equity increased by 7.96% from $13.206m to $14.257m. This movement was largely the result of higher profit and retaining cash in the business. Increased dividend payout has limited the growth in cash funds this year but directors consider funds on hand sufficient to cover any anticipated requirements.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
A Final Dividend of 3.00 cents per share has been declared post 1 July. Please refer Note 7. This Final Dividend was based on the Directors’ decision to increase the total dividend payout from the last financial year.
In addition a Special dividend of 1.00 cent per share has been declared post 1 July. Please refer Note 7.
No other significant post balance date events have been identified.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Directors foresee that the 2008 financial year will be a year of growth in both the local and overseas markets.
It is anticipated this will result from:
-
Continued penetration of the Radiology Information System and digital imaging integration products in the Australian market, as there are clear signs that the Australian Market has reached the tipping point in the take-up of digital radiology.
-
Continued installation and use of the Promedicus.net secure email product and Specialist Report Sender;
-
Continued focus on overseas expansion particularly in Canada and the US; and
-
The company is looking for further international opportunities for its world class digital radiology integration technology.
As a result, it is anticipated that the 2008 financial year will show improvement in profits. However, this is dependant on many market factors over which the directors have no control.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Company has no identified risk with regard to environmental regulations currently in force. There have been no known breaches by the Company of any regulations.
SHARE OPTIONS
UN-ISSUED SHARES
As at the date of this report, there were 2,220,000 un-issued ordinary shares under options (2,450,000 at balance date). Refer to Notes 16 and 22 of the financial statements for further details of the options outstanding.
Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company.
page 20 > Pro medicus Annual Report 2007
directors’ report
SHARES ISSUED AS A RESULT OF THE EXERCISE OF OPTIONS
During the financial year, nil options were exercised. However since the end of the financial year, 230,000 options have been exercised by ex employees. No directors or key management personnel have exercised any option to acquire fully paid ordinary shares in Pro Medicus Limited.
Under the terms of the Share Option Plan 20% of the options vest on each anniversary of the date of commencement 25 August 2000 and can be converted into fully paid shares. All options are now fully vested.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
During the financial year, the Company did not indemnify any person for any reason.
During or since the financial year, the Company has paid premiums in respect of a contract for Directors’ & Officers’/Company Re-Imbursement Liability insurance for directors, officers and Pro Medicus Limited for costs incurred in defending proceedings against them.
Terms of this cover are confidential and are not disclosed per Corporations Act 2001.
REMUNERATION REPORT
REMUNERATION REPORT
This report outlines the remuneration arrangements in place for directors and executives of Pro Medicus Limited.
REMUNERATION PHILOSOPHY
The performance of the company depends upon the quality of its directors and executives. To prosper, the company must attract, motivate and retain highly skilled directors and executives.
-
To this end, the company embodies the following principles in its remuneration framework:
-
Provide competitive rewards to attract high calibre executives
-
Link rewards to shareholder value
-
Portion of executive remuneration ‘at risk’, dependent upon meeting pre-determined performance benchmarks
-
Establish appropriate, demanding performance hurdles in relation to variable executive remuneration
REMUNERATION COMMITTEE
Remuneration and nomination issues are handled at the full Board level. The Board due to the small number of directors decided this. No Committees for these functions have been established at this time.
Board members, as per groupings detailed below, are responsible for determining and reviewing compensation arrangements.
In order to maintain good corporate governance the Non-Executive Directors assume responsibility for determining and reviewing compensation arrangements for the Chief Executive Officer and Technology Director. The Executive Directors in turn are responsible for determining and reviewing the compensation arrangements for the Non-Executive Directors. The full Board reviews the terms of employment for the Company Secretary and the Board has delegated the responsibility of executive remuneration to the executive management.
The assessment considers the appropriateness of the nature and amount of remuneration of such directors and senior managers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team.
Pro medicus Annual Report 2007 page 21 >
directors’ report
REMUNERATION STRUCTURE
In accordance with best practice corporate governance, the structure of non-executive director and senior manager remuneration is separate and distinct.
NON-EXECUTIVE DIRECTOR REMUNERATION
Objective
The Board seeks to set aggregate remuneration at a level which provides the company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. The latest determination was at the Annual General Meeting held on 4 November 2005 when shareholders approved an aggregate remuneration of $500,000 per year.
The amount of the aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.
Each director receives a fee for being a director of the company. No additional fee is paid for time spent on Audit Committee business.
Non-executive directors have long been encouraged by the board to hold shares in the company (purchased by the director on market). It is considered good governance for the directors to have a stake in the company on whose board he sits. The non-executive directors of the company participate in the Employee Share Incentive Scheme [Option based] which was established in 2000 to provide incentive for participants.
The remuneration of non-executive directors for the period ending 30 June 2007 is detailed in Table 1 page 24 of this report.
SENIOR MANAGER AND EXECUTIVE DIRECTOR REMUNERATION
Objective
The company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the company and so as to:
-
reward executives for company, business unit and individual performance against targets set by reference to appropriate benchmarks;
-
align the interests of executives with those of shareholders;
-
link reward with the strategic goals and performance of the company; and
-
ensure total remuneration is competitive by market standards.
Structure
In determining the level and the make-up of executive remuneration, the executive management consider market levels of remuneration for comparable executive roles.
Employment Contracts have been entered into with the Chief Executive Officer and the Technology Director. No other employment contracts have been executed. Details of these contracts are provided on page 24.
Remuneration consists of the following key elements:
-
Fixed Remuneration
-
Variable Remuneration
-
Short Term Incentive (‘STI’)
-
Long Term Incentive (‘LTI’)
page 22 > Pro medicus Annual Report 2007
directors’ report
The proportion of fixed remuneration and variable remuneration (potential short term and long term incentives) is established for each executive director and senior manager as described under the Remuneration Committee section above.
A STI variable component has been implemented for 2007 and is based on strict performance hurdles. This arrangement replaced the Performance Based Incentive Share Plan which was never activated and has been cancelled.
FIXED REMUNERATION
Objective
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market.
Fixed remuneration is reviewed annually and the process consists of a review of company wide, business and individual performance, relevant comparative remuneration in the market and internal and, where appropriate, external advice on policies and practices. As noted above, the group conducting the review has access to external advice independent of management.
Senior managers are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and fringe benefits such as motor vehicles and expense payment plans. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the company.
The fixed remuneration component of the 3 relevant most highly remunerated senior managers is detailed in Table 2 page 25.
VARIABLE PAY – LONG TERM INCENTIVE (LTI)
The LTI described below relates to the prior year.
Objective
The objective of the LTI plan is to reward senior managers and executive directors in a manner which aligns this element of remuneration with the creation of shareholder wealth.
As such LTI grants are only made to executives who are able to influence the generation of shareholder wealth and thus have a direct impact on the Company’s performance.
Structure
LTI grants to executives are delivered in the form of options.
The company granted these options in 2000 and at the time there was no performance hurdle for this long term incentive plan.
Subsequent to this an executive [non-directors] Performance Based Incentive Share Plan was set up but to date no grants have been made and effective 30 June this plan has been cancelled. A cash payout based on performance hurdles was paid on the 30 June 2006.
VARIABLE PAY – SHORT TERM INCENTIVE (STI)
Short term incentives in the form of cash bonuses was payed to key staff based on a mix of company based and personal performance targets.
STI BONUS FOR 2007
For the 2007 financial year, the total amount of the STI cash bonus either paid or accrued at year end was $87,700. The maximum STI cash bonus for the 2007 financial year is $123,750 based on all KPIs being met. The minimum amount of the STI cash bonus assuming that no executives meet their respective KPIs for the 2007 financial year is nil.
Pro medicus Annual Report 2007 page 23 >
directors’ report
KEY PERFORMANCE INDICATORS
Actual STI payments granted to each executive depend on the extent to which specific targets set at the beginning of the financial year are met. The targets consist of a number of Key Performance Indicators (KPIs) covering both financial and non-financial, corporate and individual measures of performance. Included are measures such as contribution to net profit after tax, sales targets, customer service, risk management, product development, and leadership/team contribution. These measures were chosen as they represent the key drivers for short term success of the business and provide a framework for delivering long term value.
Senior management with responsibility for the particular business function assess the achievement of conditions based on performance appraisals against predefined goals.
COMPANY PERFORMANCE
For details of the company’s performance (as measured by Earnings Per Share and other relevant measures) for the current financial year and previous four financial years, refer to page 18 of the Directors’ Report.
EMPLOYMENT CONTRACTS
Executive Service Contracts, on similar terms and conditions, have been prepared for the Chief Executive Officer and Technology Director. These agreements provide the following major terms:
-
Each executive will receive a remuneration package pa which is to be reviewed annually;
-
The agreements protect the Company’s confidential information and provide that any inventions or discoveries of an executive become the property of the Company;
-
Non-competition during employment and for a period of 12 months thereafter; and
-
Termination by the Company on six months notice or payment of six months remuneration in lieu of notice or a combination of both (or without notice or payment in lieu in the event of misconduct or other specified circumstances). The agreements may be terminated by the executives on the giving of six months notice.
TABLE 1: DIRECTOR REMUNERATION FOR THE YEAR ENDED 30 JUNE 2007
| NAME | SHORT TERM | SHORT TERM | POST | SHARE BASED | TOTAL | PERFORMANCE | |
|---|---|---|---|---|---|---|---|
| EMPLOYMENT | EQUITY | RELATED | |||||
| SALARY & FEES | NON | SUPERANNUATION | OPTIONS | ||||
| MONETARY | |||||||
| $ | $ | $ | $ | $ | % | ||
| A B Hall | 2007 | 174,887 | 5,623 | 105,113 | – | 285,623 | 0.0% |
| TECHNOLOGY DIRECTOR | 2006 | 223,217 | 10,721 | 56,783 | 1,168 | 291,889 | 0.4% |
| S A Hupert | 2007 | 174,887 | 8,486 | 105,113 | – | 288,846 | 0.0% |
| CHIEF EXECUTIVE | 2006 | 223,217 | 6,566 | 56,783 | 1,168 | 287,734 | 0.4% |
| M K Ward | 2007 | 80,000 | 7,200 | – | 87,200 | 0.0% | |
| NON-EXECUTIVE | 2006 | 80,000 | 7,200 | 1,099 | 88,299 | 1.2% | |
| CHAIRMAN | |||||||
| P D Jonson | 2007 | 29,999 | 13,601 | – | 43,600 | 0.0% | |
| NON-EXECUTIVE | 2006 | 40,000 | 3,600 | 550 | 44,150 | 1.2% | |
| DEPUTY CHAIRMAN | |||||||
| P G Molyneux | 2007 | 40,000 | 3,600 | – | 43,600 | 0.0% | |
| NON-EXECUTIVE CHAIRMAN | 2006 | 40,000 | 3,600 | 550 | 44,150 | 1.2% | |
| AUDIT COMMITTEE |
page 24 > Pro medicus Annual Report 2007
directors’ report
TABLE 2: REMUNERATION OF THE NAMED EXECUTIVES WHO RECEIVE THE HIGHEST REMUNERATION FOR THE YEAR ENDED 30 JUNE 2007
| NAME | SHORT | TERM | POST | SHARE BASED | **TOTAL ** | PERFORMANCE | ||
|---|---|---|---|---|---|---|---|---|
| EMPLOYMENT | EQUITY | RELATED | ||||||
| SALARY | STI/LTI | NON | SUPERANNUATION | |||||
| & FEES | MONETARY | |||||||
| $ | $ | $ | $ | $ | $ | % | ||
| D Tauber | 2007 | 282,314 | 47,075 | 12,686 | — | 342,075 | 13.7.% | |
| OPERATIONS | 2006 | 262,861 | 100,375 | 12,139 | 962 | 376,337 | 26.9% | |
| OFFICER | ||||||||
| B Duscher | ||||||||
| SENIOR DEVELOPER | 2007 | 123,853 | 35,000 | 11,147 | — | 170,000 | 20.5% | |
| G W Holden | 2007 | 69,125 | 5,625 | 80,875 | — | 155,625 | 3.6% | |
| CHIEF FINANCIAL | 2006 | 95,000 | 20,075 | 45,000 | 234 | 160,309 | 12.7% | |
| OFFICER COMPANY | ||||||||
| SECRETARY |
No options have been granted nor have any options lapsed in the year ended 30 June 2007. G. W. Holden resigned on 6 July 2007.
DIRECTORS’ MEETINGS
The numbers of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows:
| DIRECTORS’ | AUDIT COMMITTEE | |
|---|---|---|
| MEETINGS | ||
| Number of meetings held: | 11 | 3 |
| Number of meetings attended: | ||
| A. B. Hall | 10 | 3 |
| S. A. Hupert | 11 | 3 |
| M. K. Ward | 11 | 3 |
| P. D. Jonson | 9 | 3 |
| P.G. Molyneux | 11 | 3 |
Pro medicus Annual Report 2007 page 25 >
directors’
report
COMMITTEE MEMBERSHIP
As at the 30 June 2007, the company had an Audit Committee comprising the 3 non-executive directors.
The Audit Committee decided, based on the company ownership structure to invite the 2 major shareholder executive directors to be present at the committee meetings as non-voting attendees.
ROUNDING
The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
The directors received a declaration from the auditor of Pro Medicus Limited (refer page 27).
NON-AUDIT SERVICES
The following non-audit services were provided by the company’s auditor, Ernst & Young. The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for the auditors imposed by the Corporations Act. The nature and scope of the non-audit service provided means that auditor independence is not compromised.
Ernst & Young received the following amount for the provision of non-audit services: Professional services rendered in respect to taxation matters: $5,500
Signed in accordance with a resolution of the Directors.
==> picture [141 x 59] intentionally omitted <==
M K Ward
DIRECTOR
Melbourne, 14 September 2007
page 26 > Pro medicus Annual Report 2007
auditor’s independence declaration
to the Directors of ProMedicus Ltd
==> picture [534 x 98] intentionally omitted <==
==> picture [534 x 308] intentionally omitted <==
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Pro medicus Annual Report 2007 page 27 >
income statement
| AS AT 30 JUNE 2007 | Notes | 2007 | 2006 |
|---|---|---|---|
| $’000 | $’000 | ||
| Sale of Goods | 4(a) | 347 | 305 |
| Cost of Sales | (164) | (215) | |
| GROSS PROFIT | 183 | 90 | |
| Rendering of Services | 4(a) | 7,673 | 7,346 |
| Licence Revenue | 4(a) | 4,519 | 3,647 |
| Finance Revenue | 4(a) | 660 | 562 |
| REVENUE | 13,035 | 11,645 | |
| Other Income | 4(b) | 9 | 121 |
| Accounting & Secretarial Fees | (167) | (174) | |
| Advertising and Public Relations | (48) | (90) | |
| Consulting Expenses | (87) | (82) | |
| Depreciation & Amortisation | 4(c) | (82) | (86) |
| Insurance | (150) | (129) | |
| Finance costs | 4(c) | — | — |
| Legal Costs | (4) | (13) | |
| Operating Lease Expenditure - minimum lease payments | (179) | (149) | |
| Other Expenses | (80) | (62) | |
| Research & Development Costs (incl amortisation) | 4(c) | (746) | (710) |
| Salaries and Employee Benefits Expense | 4(c) | (1,670) | (1,608) |
| Travel and Accommodation | (172) | (138) | |
| PROFIT BEFORE INCOME TAX | 9,741 | 8,611 | |
| Income tax expense | 5 | (2,689) | (2,496) |
| NET PROFIT FOR THE PERIOD | 16 | 7,052 | 6,115 |
| Earnings per share (cents per share) | 6 | ||
| - Basic for net profit for the year | 7.1¢ | 6.1¢ | |
| - Diluted –for net profit for the year | 7.0¢ | 6.1¢ | |
| - Franked dividends per share (cents per share) | 7.0¢ | 5.5¢ | |
| Dividends per share (cents per share) | 7 | ||
| - Interim dividend paid per share | 2.5¢ | 2.00¢ | |
| - Special interim dividend paid per share | 0.5¢ | 0.50¢ | |
| - Final dividend per share | 3.0¢ | 2.00¢ | |
| - Special final dividend per share | 1.0¢ | 1.00¢ | |
page 28 > Pro medicus Annual Report 2007
balance sheet
| AS AT 30 JUNE 2007 | Notes | 2007 | 2006 |
|---|---|---|---|
| $’000 | $’000 | ||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 8 | 11,135 | 11,441 |
| Trade and other receivables | 9 | 4,335 | 2,346 |
| Inventories | 10 | – | 31 |
| Prepayments | 53 | 40 | |
| TOTAL CURRENT ASSETS | 15,523 | 13,858 | |
| NON-CURRENT ASSETS | |||
| Deferred income tax asset | 5 | 294 | 281 |
| Plant and equipment | 11 | 214 | 228 |
| Intangible assets | 12 | 1,523 | 1,145 |
| TOTAL NON-CURRENT ASSETS | 2,031 | 1,654 | |
| TOTAL ASSETS | 17,554 | 15,512 | |
| LIABILITIES | |||
| CURRENT LIABILITIES | |||
| Trade and other payables | 13 | 613 | 619 |
| Income tax payable | 1,413 | 470 | |
| Provisions | 14 | 644 | 637 |
| TOTAL CURRENT LIABILITIES | 2,670 | 1,726 | |
| NON-CURRENT LIABILITIES | |||
| Deferred tax liabilities | 5 | 331 | 321 |
| Provisions | 14 | 296 | 259 |
| TOTAL NON-CURRENT LIABILITIES | 627 | 580 | |
| TOTAL LIABILITIES | 3,297 | 2,306 | |
| NET ASSETS | 14,257 | 13,206 | |
| EQUITY | |||
| Contributed equity | 15 | 32 | 32 |
| Retained earnings | 15 | 14,225 | 13,174 |
| TOTAL EQUITY | 14,257 | 13,206 | |
Pro medicus Annual Report 2007 page 29 >
statement of changes in equity
| FOR THE YEAR ENDED 30 JUNE 2007 | ISSUED | RETAINED | TOTAL |
|---|---|---|---|
| CAPITAL | EARNINGS | EQUITY | |
| $’000 | $’000 | $’000 | |
| AT 1 JULY 2005 | 9 | 12,809 | 12,818 |
| Profit for the year | — | 6,115 | 6,115 |
| Conversion of Options to Shares | 23 | — | 23 |
| Equity dividends | — | (5,750) | (5,750) |
| AT 30 JUNE 2006 | 32 | 13,174 | 13,206 |
| AT 1 JULY 2006 | 32 | 13,174 | 13,206 |
| Profit for the year | — | 7,052 | 7,052 |
| Conversion of Options to Shares | — | — | — |
| Equity dividends | — | (6,001) | (6,001) |
| AT 30 JUNE 2007 | 32 | 14,225 | 14,257 |
page 30 > Pro medicus Annual Report 2007
cash flow statement
| AS AT 30 JUNE 2007 | Notes | 2007 | 2006 |
|---|---|---|---|
| $’000 | $’000 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Receipts from customers | 10,512 | 12,764 | |
| Payments to suppliers and employees | (2,957) | (3,127) | |
| Borrowing costs | — | — | |
| Income tax paid | (1,750) | (2,727) | |
| NET CASH FLOWS FROM OPERATING ACTIVITIES | 8 | 5,805 | 6,910 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Capitalised Development Costs | 12 | (712) | (605) |
| Interest received | 4(a) | 660 | 562 |
| Purchase of property, plant and equipment | 11 | (58) | (105) |
| NET CASH FLOWS USED IN INVESTING ACTIVITIES | (110) | (148) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from issue of shares | 15 | – | 23 |
| Payment of dividends on ordinary shares | 7 | (6,001) | (5,750) |
| NET CASH FLOWS USED IN FINANCING ACTIVITIES | (6,001) | (5,727) | |
| Net increase/(decrease) in cash and cash equivalents | (306) | 1,035 | |
| Cash and cash equivalents at beginning of period | 11,441 | 10,406 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 8 | 11,135 | 11,441 |
Pro medicus Annual Report 2007 page 31 >
notes to the financial statements for the year ended 30 June 2007
1. CORPORATE INFORMATION
Pro Medicus Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian stock exchange.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
The Appendix 4E report has been prepared in accordance with the Accounting Policies disclosed.
(b) Statement of compliance
Except for the amendments to AASB 101 Presentation of Financial Statements and AASB 2007-4 Amendments to Australian Accounting Standards arising from ED 151 and Other Amendments, which the Company has early adopted, Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Company for the annual reporting period ending 30 June 2007. These are outlined in the table below.
| REFERENCE | TITLE | SUMMARY | APPLICATION | IMPACT ON COMPANY | APPLICATION |
|---|---|---|---|---|---|
| DATE OF | FINANCIAL REPORT | DATE FOR | |||
| STANDARD* | COMPANY* | ||||
| AASB | Amendments to Australian | Amending standard issued | 1 January 2007 | AASB 7 is a disclosure | 1 July 2007 |
| 2005-10 | Accounting Standards [AASB | as a consequence of AASB 7 | standard so will have no direct | ||
| 132, AASB 101, AASB 114, | Financial Instruments: | impact on the amounts included | |||
| AASB 117, AASB 133, AASB | Disclosures. | in the Company’s financial | |||
| 139, AASB 1, AASB 4, AASB | statements. However, the | ||||
| 1023 & AASB 1038] | amendments will result in | ||||
| changes to the financial | |||||
| instrument disclosures included | |||||
| in the Company’s financial | |||||
| report. | |||||
| AASB | Amendments to Australian | Amending standard issued | 1 March 2007 | This is consistent with the | 1 July 2007 |
| 2007-1 | Accounting Standards arising | as a consequence of AASB | Company's existing accounting | ||
| from AASB Interpretation 11 | Interpretation 11 AASB 2 – | policies for share-based | |||
| [AASB 2] | Company and Treasury | payments, so the standard is | |||
| Share Transactions. | not expected to have any | ||||
| impact on the Company's | |||||
| financial report. | |||||
| AASB | Amendments to Australian | Amending standard issued | 1 January 2007 | The Company currently has | 1 July 2007 |
| 2007-2 | Accounting Standards arising | as a consequence of AASB | no service concession | ||
| from AASB Interpretation 12 | Interpretation 12 Service | arrangements or public-private- | |||
| [AASB 1, AASB 117, AASB | Concession Arrangements. | partnerships (PPP), so the | |||
| 118, AASB 120, AASB 121, | standard is not expected to | ||||
| AASB 127, AASB 131 | have any impact on the | ||||
| & AASB 139] | Company's financial report. | ||||
| AASB | Amendments to Australian | Amending standard issued | 1 January 2009 | AASB 8 is a disclosure | 1 July 2009 |
| 2007-3 | Accounting Standards arising | as a consequence of AASB | standard so will have no direct | ||
| from AASB 8 [AASB 5, | 8 Operating Segments. | impact on the amounts included | |||
| AASB, AASB 6, AASB 102, | in the Company's financial | ||||
| AASB 107, AASB 119, | statements. However the | ||||
| AASB 127, AASB 134, | standard is expected to have an | ||||
| AASB 136, AASB 1023 | impact on the Company’s | ||||
| & AASB 1038] | segment disclosures as segment | ||||
| information included in internal | |||||
| management reports is more | |||||
| detailed than that currently | |||||
| reported under AASB 114 | |||||
| Segment Reporting. |
page 32 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)
| REFERENCE | TITLE | SUMMARY | APPLICATION | IMPACT ON COMPANY | APPLICATION |
|---|---|---|---|---|---|
| DATE OF | FINANCIAL REPORT | DATE FOR | |||
| STANDARD* | COMPANY* | ||||
| AASB 2007-5 | Amendments to Australian | This Standard makes | 1 January 2007 | This amendment only relates | 1July 2007 |
| Accounting Standard | amendments to AASB 102 | to Not-for-Profit Entities and | |||
| – Inventories Held for | Inventories. | as such is not expected to | |||
| Distribution by Not-for-Profit | have any impact on the | ||||
| Entities [AASB 102] | Company's financial report. | ||||
| AASB 2007-6 | Amendments to Australian | Amending standard issued | 1 January 2009 | The amendments to AASB | 1 July 2009 |
| Accounting Standards arising | as a consequence of revisions | 123 require that all borrowing | |||
| from AASB 123 [AASB 1, | to AASB 123 Borrowing | costs associated with a qualifying | |||
| AASB 101, AASB 107, | Costs. | asset be capitalised. | |||
| AASB 111, AASB 116 & | The Company has no borrowing | ||||
| AASB 138 and Interpretations | costs associated with qualifying | ||||
| 1 & 12] | assets and as such the | ||||
| amendments are not expected | |||||
| to have any impact on the | |||||
| Company's financial report. | |||||
| AASB 2007-7 | Amendments to Australian | Amending standards for | 1 January 2007 | The amendments are minor | 1 July 2007 |
| Accounting Standards | wording errors, discrepancies | and do not affect the r | |||
| [AASB 1, AASB 2, AASB 4, | and inconsistencies. | ecognition, measurement or | |||
| AASB 5, AASB 107 & | disclosure requirements of the | ||||
| AASB 128] | standards. Therefore the | ||||
| amendments are not expected | |||||
| to have any impact on the | |||||
| Company's financial report. | |||||
| AASB 7 | Financial Instruments: | New standard replacing | 1 January 2007 | Refer to AASB 2005-10 | 1 July 2007 |
| Disclosures | disclosure requirements of | above. | |||
| AASB 130 Disclosures in the | |||||
| Financial Statements of Banks | |||||
| and Similar Financial | |||||
| Institutions and AASB 132 | |||||
| Financial Instruments: | |||||
| Disclosure and Presentation. | |||||
| AASB 8 | Operating Segments | New standard replacing AASB | 1 January 2009 | Refer to AASB 2007-3 above. | 1 July 2009 |
| 114 Segment Reporting, | |||||
| which adopts a management | |||||
| approach to segment reporting. | |||||
| AASB 123 | Borrowing Costs | The amendments to AASB | 1 January 2009 | Refer to AASB 2007-6 above. | 1 July 2009 |
| (amended) | 123 require that all borrowing | ||||
| costs associated with | |||||
| a qualifying asset must be | |||||
| capitalised. | |||||
| AASB | Interim Financial Reporting | Addresses an inconsistency | 1 November 2006 | The prohibitions on reversing | 1 July 2007 |
| Interpretation | and Impairment | between AASB 134 Interim | impairment losses in AASB 136 | ||
| 10 | Financial Reporting and the | and AASB 139, which are to | |||
| impairment requirements relating | take precedence over the more | ||||
| to goodwill in AASB 136 | general statement in AASB 134, | ||||
| Impairment of Assets and | are not expected to have any | ||||
| equity instruments classified | impact on the Company’s | ||||
| as available for sale in AASB | financial report. | ||||
| 139 Financial Instruments: | |||||
| Recognition and Measurement. |
Pro medicus Annual Report 2007 page 33 >
notes to the financial statements for the year ended 30 June 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)
| REFERENCE | TITLE | SUMMARY | APPLICATION | IMPACT ON COMPANY | APPLICATION |
|---|---|---|---|---|---|
| DATE OF | FINANCIAL REPORT | DATE FOR | |||
| STANDARD* | COMPANY* | ||||
| AASB | Company and Treasury | Addresses whether certain | 1 March 2007 | Refer to AASB 2007-1 above. | 1 July 2007 |
| Interpretation | Share Transactions | types of share-based payment | |||
| 11 | transactions with employees | ||||
| (or other suppliers of good | |||||
| and services) should be | |||||
| accounted for as equity-settled | |||||
| or as cash-settled transactions | |||||
| under AASB 2 Share-based | |||||
| Payment. It also specifies the | |||||
| accounting in a subsidiary’s | |||||
| financial statements for | |||||
| share-based payment | |||||
| arrangements involving equity | |||||
| instruments of the parent. | |||||
| AASB | Service Concession | Clarifies how operators | 1 January 2008 | Refer to AASB 2007-2 above. | 1 July 2008 |
| Interpretation | Arrangements | recognise the infrastructure | |||
| 12 | as a financial asset and/or | ||||
| an intangible asset – not as | |||||
| property, plant and equipment. |
*designates the beginning of the applicable annual reporting period. This financial report complies with Australian Accounting Standards which include Australian equivalents to International Financial reporting Standards (AIFRS). The Financial report also complies with International Financial Reporting Standards (IFRS).
(c) Significant accounting judgements, estimates and assumptions
(i) Significant accounting estimates and assumptions
The carrying amounts of certain assets are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets within the next annual reporting period are:
Recovery of deferred tax assets:
Deferred tax assets recognised for deductible temporary differences as management considers that it is probable that future taxable profits will be available to utilise those temporary differences.
(d) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Sale of goods
Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be reliably measured. Risks and rewards are considered passed to the buyer at the time of delivery of the goods to the customer.
Rendering of services
Where the contract outcome can be reliably measured, control of the right to be compensated for the services and the stage of completion can be reliably measured. Stage of completion is measured by completion of identifiable service segments.
page 34 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)
Service Revenue is recognised over the term of the contract. Where revenue is received in advance, revenue is recognised in the period during which service was provided.
Where the contract outcome cannot be reliably measured, revenue is recognised only to the extent that costs have been incurred.
Licences
Control of the right to receive licensing fees.
Interest
Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.
(e) Government Grants
Government grants are recognised when there is a reasonable assurance that the grant will be received and all attaching conditions will be complied with.
(f) Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependant on the use of a specific asset or assets and the arrangement conveys a right to use the asset.
(i) Company as a lessee
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases.
Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.
(g) Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above.
(h) Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost less an allowance for any uncollectible amounts.
An allowance for doubtful debts is made when there is objective evidence that Pro Medicus will not be able to collect the debts. Bad debts are written off when identified.
(i) Inventories
Inventories are valued at the lower of cost and net realisable value. The cost of finished goods represents the purchase cost.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Pro medicus Annual Report 2007 page 35 >
notes to the financial statements for the year ended 30 June 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)
(j) Derivative financial instruments and hedging
The Company uses derivative financial instruments in the form of forward currency contracts, to hedge its risk associated with foreign currency fluctuations. Fair value adjustments are deemed to be immaterial and any gains or losses arising from changes in the fair value are taken directly to net profit or loss for that year.
(k) Derecognition of financial Instruments
The derecognition of a financial instrument takes place when the Company no longer controls the contractual rights that comprise the financial instrument, which is normally the case when the instrument is sold, or all the cash flows attributable to the instrument are passed through to an independent third party.
(l) Foreign currency translation
Both the functional and presentation currency of Pro Medicus Limited is Australian dollars (A$).
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.
(m)Income tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences, except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised, except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on the tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.
(n) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
-
when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or of the expense item as applicable; and
-
receivables and payables are stated with the amount of GST included.
page 36 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.
Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(o) Property, plant and equipment
Property plant and equipment is stated at cost less accumulated depreciation and any impairment in value.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:
| 2007 | 2006 | |
|---|---|---|
| Property Improvements | 2 to 7 years | 2 to 7 years |
| Motor Vehicles | 4 to 5 years | 4 to 5 years |
| Office Equipment | 2 to 7 years | 2 to 7 years |
| Furniture and Fittings | 5 years | 5 years |
| Research and Development Equipment | 3 to 4 years | 3 to 4 years |
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the period the item is derecognised.
Impairment
The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired.
For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.
If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.
The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
(p) Intangible assets
Separately acquired intangible assets
Intangible assets acquired separately are capitalised at cost.
Pro medicus Annual Report 2007 page 37 >
notes to the financial statements for the year ended 30 June 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)
Amortisation is calculated on a straight-line basis over the estimated useful life of the asset. The useful life of the capitalised software licence was assessed to be 5 years.
Intangible assets, excluding development costs, created within the business are not capitalised and expenditure is charged against profits in the period in which the expenditure is incurred.
Intangible assets are tested for impairment where an indicator of impairment exists, either individually or at the cash generating level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis.
Research and development costs
Research costs are expensed as incurred.
An intangible asset arising from development expenditure on an internal project is recognised only when the company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for sale or use, 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 initial recognition of the development expenditure, the cost model is applied requiring the asset be carried at cost less any accumulated amortisation and accumulated impairment losses. Any expenditure so capitalised is amortised over the period of expected benefit from the related project.
The carrying value of an intangible asset arising from development expenditure is tested for impairment annually when the asset is not yet available for use, or more frequently when an indication of impairment arises during the reporting period.
(q) Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.
(r) Provisions
Dividends payable are recognised when a legal or constructive obligation to pay the dividend arises, typically following approval of the dividend at a meeting of directors.
(s) Employee leave benefits
Provision is made for employee entitlement benefits accumulated as a result of employees rendering services up to the reporting date.
Liabilities arising in respect of wages and salaries and annual leave, expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled.
(i) Wages salaries, annual leave and sick leave
Liabilities for wages and salaries and annual leave, expected to be settled within twelve months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for sick leave are recognised when the leave is taken and measured at the rates paid.
(ii) Long Service Leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future
page 38 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)
wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible the estimated future cash outflows.
(t) Share based payment transactions
The company provides benefits to employees (including directors) of the Company in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity settled transactions’).
There is currently one plan in place to provide these benefits being the Employee Share Incentive Scheme, which provides benefits to directors and staff by way of options to shares in the Company.
As these options were granted prior to 7 November 2002 they are exempted from the requirements of AASB 2 “Share-based Payment.” As such no expense has been recorded in the income statement.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.
(u) Contributed equity
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.
(v) Earnings per share
Basic earnings per share is calculated as net profit attributable to members of the Company, adjusted to exclude any costs of servicing equity (other than dividends) divided by the weighted average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members of the Company adjusted for
-
Costs of servicing equity (other than dividends)
-
The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
-
Other non-discretionary changes in revenue or expenses during the period that would result from the dilution of potential ordinary shares divided by the weighted average number of ordinary shares and dilutive potential ordinary shares adjusted for any bonus element.
(w) Comparatives
Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures.
Pro medicus Annual Report 2007 page 39 >
notes to the financial statements for the year ended 30 June 2007
3. SEGMENT INFORMATION
The Company operates predominantly in one industry being, information technology within the health care industry and in two geographical areas being Australia and North America.
| Geographic Segments | Geographic Segments |
|---|---|
| Australia North America Pro Medicus Ltd 2007 2006 2007 2006 2007 2006 $’000 $’000 $’000 $’000 $’000 $’000 |
|
| REVENUE Sales to customers outside the company 9,455 9,110 3,093 2,309 12,548 11,419 Total segment revenue 9,455 9,110 3,093 2,309 12,548 11,419 Interest Revenue 660 562 Total Revenue 13,208 11,981 RESULTS Segment Result 7,278 6,932 2,463 1,679 9,741 8,611 Non segment expenses Income Tax Expense (2,689) (2,496) Net Profit 7,052 6,115 ASSETS Segment Assets 12,618 10,876 4,642 4,355 17,260 15,231 Non segment assets Income Tax Assets 294 281 Total Assets 17,554 15,512 LIABILITIES Segment Liabilities 1,553 1,515 — — 1,553 1,515 Non segment liabilities Tax Liabilities 1,744 791 Total Liabilities 3,297 2,306 |
|
| Non segment assets Income Tax Assets Total Assets LIABILITIES Segment Liabilities 1,553 1,515 — — |
|
| 17,554 15,512 |
|
| 1,553 1,515 1,744 791 |
|
| Non segment liabilities Tax Liabilities Total Liabilities |
|
| 3,297 2,306 |
page 40 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
| Notes | 2007 | 2006 | ||
|---|---|---|---|---|
| $’000 | $’000 | |||
| **4. ** | INCOME AND EXPENSES | |||
| Income and expenses | ||||
| (a) Revenue | ||||
| Sale of goods | 347 | 305 | ||
| Rendering of services | 7,673 | 7,346 | ||
| Licence revenue | 4,519 | 3,647 | ||
| Finance revenue | 660 | 562 | ||
| 13,199 | 11,860 | |||
| Breakdown of finance revenue | ||||
| Bank and deposit interest receivable | 660 | 562 | ||
| 660 | 562 | |||
| (b) Other income | ||||
| Government Grants | 9 | 60 | ||
| Net Foreign Exchange Differences | – | 61 | ||
| 9 | 121 | |||
| An Export Market Development Grant [EMDG] | ||||
| has been received for expenses incurred in 2004/5 | ||||
| in developing overseas markets. | ||||
| (c) Other Expenses | ||||
| Finance costs | — | – | ||
| Total borrowing costs expensed | — | – | ||
| Depreciation and Amortisation | ||||
| Motor Vehicles | 20 | 24 | ||
| Office Equipment | 21 | 21 | ||
| Furniture and Fittings | 11 | 4 | ||
| Research & Development Equipment | 20 | 18 | ||
| Intangible Asset | 15 | 15 | ||
| Total Depreciation and Amortisation Expenses | 87 | 82 | ||
| Costs of inventories recognised as an expense | 31 | 18 | ||
| Research and Development Expense | ||||
| Research expenses | 427 | 586 | ||
| Amortisation on capitalised development costs | 12 | 319 | 124 | |
| 746 | 710 | |||
| Salaries and Employee Benefits Expense | ||||
| Wages & Salaries | 1,532 | 1,475 | ||
| Long service leave provision | 54 | 18 | ||
| Defined contribution plan expense | 84 | 115 | ||
| Total Salaries and Employee Benefits Expense | 1,670 | 1,608 | ||
| Foreign Exchange Loss | (40) | – | ||
Pro medicus Annual Report 2007 page 41 >
notes to the financial statements for the year ended 30 June 2007
| Notes | 2007 | 2006 | |
|---|---|---|---|
| $’000 | $’000 | ||
| 5. INCOME TAX | |||
| The major components of income tax expense are: | |||
| Income Statement | |||
| Current income tax | |||
| Current income tax charge | 2,881 | 2,583 | |
| Adjustments in respect of current income tax of previous years | (189) | (9) | |
| Deferred income tax | |||
| Relating to origination and reversal of temporary differences | (3) | (78) | |
| Income tax expense reported in the income statement | 2,689 | 2,496 | |
| A reconciliation between tax expense and the product of | |||
| accounting profit before income tax multiplied by the Company’s | |||
| applicable income tax rate is as follows: | |||
| Accounting profit before tax from continuing operations | 9,741 | 8,611 | |
| At the Company’s statutory income tax rate of 30% (2006: 30%) | 2,922 | 2,583 | |
| Adjustments in respect of current income tax of previous years | (189) | (9) | |
| Expenditure not allowable for income tax purposes | 42 | 52 | |
| Other | (86) | (130) | |
| Income tax expense reported in the income statement | 2,689 | 2,496 | |
| Deferred income tax | |||
| Deferred income tax at 30 June relates to the following: | |||
| Deferred tax liabilities | |||
| Capitalised development expenses | 331 | 321 | |
| Deferred income tax liabilities | 321 | 321 | |
| Deferred tax assets | |||
| Employee Entitlements | 282 | 269 | |
| Audit Fee Accrual | 12 | 12 | |
| Deferred income tax assets | 294 | 281 | |
page 42 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
| Notes | 2007 | 2006 |
|---|---|---|
| $’000 | $’000 | |
| 6. EARNINGS PER SHARE | ||
| The following reflects the income and share data used in the basic | ||
| and diluted earnings per share computations: | ||
| Net Profit attributable to ordinary equity holders from continuing operations | 7,051,732 | 6,114,959 |
| Weighted average number of ordinary shares for basic earnings per share | 100,020,000 | 100,000,603 |
| Effect of dilution: | ||
| Share options | 727,184 | 727,184 |
| Weighted average number of ordinary shares adjusted for the effect of dilution | 100,747,184 | 100,727,787 |
| There have been no other transactions involving ordinary shares or potential | ||
| ordinary shares between the reporting date and the date of completion | ||
| of these financial statements | ||
| 2007 | 2006 | |
| $’000 | $’000 | |
| 7. DIVIDENDS PAID AND PROPOSED | ||
| Declared and paid during the year: | ||
| Dividends on ordinary shares | ||
| Final franked dividend for 2006: 3.00 cents (2005: 3.25 cents) | 3,000 | 3,250 |
| Interim franked dividend for 2007: 3.00 cents (2006: 2.50 cents) | 3,001 | 2,500 |
| 6,001 | 5,750 | |
| Proposed for approval by directors | ||
| (not recognised as a liability as at 30 June): | ||
| Dividends on ordinary shares: | ||
| Final franked dividend for 2007: 3.00 cents (2006: 2.00 cents) | 3,000 | 2,000 |
| Final franked special dividend for 2007: 1.00 cent (2006: 1.00 cent) | 1,000 | 1,000 |
| Total dividends proposed | 4,000 | 3,000 |
| Franking credit balance | ||
| The amount of franking credits available for the subsequent financial year are: | ||
| - franking account balance as at the end of the financial year at 30% (2006: 30%) | 4,169 | 4,793 |
| - franking credits that will arise from the payment of income tax payable as at the end of the financial year | 1,413 | 475 |
| - franking debits that will arise from the payment of dividends as at the end of the financial year | — | — |
| -franking credits that the entity may be prevented from distributing in the subsequent financial year | — | — |
| 5,582 | 5,268 | |
| The amount of franking credits available for future reporting periods: | ||
| - impact on the franking account of dividends proposed or declared before the financial report | ||
| was authorised for issue but not recognised as a distribution to equity holders during the period | (1,715) | (1,286) |
| 3,867 | 3,982 | |
| The tax rate at which paid dividends have been franked is 30%, (2006: 30%). | ||
| Dividends proposed will be fully franked. |
Pro medicus Annual Report 2007 page 43 >
notes to the financial statements for the year ended 30 June 2007
| Notes | 2007 | 2006 | |
|---|---|---|---|
| $’000 | $’000 | ||
| 8. CASH AND CASH EQUIVALENTS | |||
| Cash at bank and in hand | 1,793 | 2,901 | |
| Short-term deposits | 9,342 | 8,540 | |
| 11,135 | 11,441 | ||
| Cash at bank earns interest at floating rates based on daily bank | deposit rates | ||
| Short term deposits are made for varying periods of between 20 | days and 35 days, | ||
| depending on the immediate cash requirements of the Company, and earn interest | |||
| at the respective short-term deposit rates. | |||
| The fair value of cash and cash equivalents is $11,135,000 (2006: $11,441,000) | |||
| The fair value approximates carrying value due to the short term nature of cash | |||
| at bank and short term deposits. | |||
| Reconciliation of net profit after tax to net cash flows from operations | |||
| Net profit | 7,052 | 6,115 | |
| Adjustments for: | |||
| Depreciation of non-current assets | 72 | 66 | |
| Amortisation of Intangible Asset | 334 | 139 | |
| Interest Received classified in Investing Activities | (660) | (562) | |
| Changes in assets and liabilities | |||
| (Increase)/decrease in trade and other receivables | (1,989) | 1,491 | |
| (Increase)/decrease in inventory | 31 | (13) | |
| (Increase)/decrease in future income tax benefit | (13) | (2) | |
| (Increase)/decrease in prepayments | (13) | (29) | |
| (Decrease)/increase in deferred income | 9 | (138) | |
| (Decrease)/increase in trade and other creditors | (94) | 80 | |
| (Decrease)/increase in tax provision | 943 | (365) | |
| (Decrease)/increase in deferred income tax liability | 10 | 135 | |
| (Decrease)/increase in goods and services tax payable | 79 | (16) | |
| (Decrease)/increase in employee entitlements | 44 | 9 | |
| Net cash flow from operations | 5,805 | 6,910 | |
page 44 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
| Notes | 2007 | 2006 |
|---|---|---|
| $’000 | $’000 | |
| 9. TRADE AND OTHER RECEIVABLES (CURRENT) | ||
| Trade receivables | 4,335 | 2,346 |
| Allowance for doubtful debts | — | — |
| 4,335 | 2,346 | |
| Terms and conditions relating to the above financial instruments | ||
| Trade receivables are on 30 day trading terms. | ||
| Fair value approximates carrying value due to the short term nature of trade receivables. | ||
| 10. INVENTORIES (CURRENT) | ||
| Finished goods | ||
| At cost | — | 31 |
| Total inventories at lower of cost and net realisable value | — | 31 |
| 11. PLANT AND EQUIPMENT | ||
| Property Improvements | ||
| Year ended 30 June 2007 | ||
| As at 1 July 2006, | ||
| Net of accumulated depreciation and impairment | 56 | 2 |
| Additions | — | 54 |
| Disposals | — | — |
| Depreciation charge for the year | (11) | — |
| At 30 June 2007, net of accumulated depreciation and impairment | 45 | 56 |
| At 1 July 2006 | ||
| Cost | 238 | 184 |
| Accumulated depreciation and impairment | (182) | (182) |
| Net carrying amount | 56 | 2 |
| At 30 June 2007 | ||
| Cost | 238 | 238 |
| Accumulated depreciation and impairment | (194) | (183) |
| Net carrying amount | 44 | 55 |
Pro medicus Annual Report 2007 page 45 >
notes to the financial statements for the year ended 30 June 2007
| Notes | 2007 | 2006 |
|---|---|---|
| $’000 | $’000 | |
| 11. PLANT AND EQUIPMENT (CONT) | ||
| Motor Vehicles | ||
| Year ended 30 June 2007 | ||
| As at 1 July 2006, | ||
| Net of accumulated depreciation and impairment | 86 | 110 |
| Additions | — | — |
| Disposals | — | — |
| Depreciation charge for the year | (20) | (24) |
| At 30 June 2007, net of accumulated depreciation and impairment | 66 | 86 |
| At 1 July 2006 | ||
| Cost | 480 | 480 |
| Accumulated depreciation and impairment | (394) | (370) |
| Net carrying amount | 86 | 110 |
| At 30 June 2007 | ||
| Cost | 480 | 480 |
| Accumulated depreciation and impairment | (413) | (394) |
| Net carrying amount | 67 | 86 |
| Office Equipment | ||
| Year ended 30 June 2007 | ||
| As at 1 July 2006, | ||
| Net of accumulated depreciation and impairment | 55 | 41 |
| Additions | 6 | 35 |
| Disposals | — | — |
| Depreciation charge for the year | (20) | (21) |
| At 30 June 2007, net of accumulated depreciation and impairment | 41 | 55 |
| At 1 July 2006 | ||
| Cost | 207 | 172 |
| Accumulated depreciation and impairment | (152) | (131) |
| Net carrying amount | 55 | 41 |
| At 30 June 2007 | ||
| Cost | 213 | 207 |
| Accumulated depreciation and impairment | (172) | (152) |
| Net carrying amount | 41 | 55 |
page 46 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
| Notes | 2007 | 2006 |
|---|---|---|
| $’000 | $’000 | |
| 11. PLANT AND EQUIPMENT (CONT) | ||
| Furniture & Fittings | ||
| Year ended 30 June 2007 | ||
| As at 1 July 2006, | ||
| Net of accumulated depreciation and impairment | 2 | 6 |
| Additions | 3 | — |
| Disposals | — | — |
| Depreciation charge for the year | (1) | (4) |
| At 30 June 2007, net of accumulated depreciation and impairment | 4 | 2 |
| At 1 July 2006 | ||
| Cost | 216 | 216 |
| Accumulated depreciation and impairment | (214) | (210) |
| Net carrying amount | 2 | 6 |
| At 30 June 2007 | ||
| Cost | 219 | 216 |
| Accumulated depreciation and impairment | (215) | (214) |
| Net carrying amount | 4 | 2 |
| Research & Development Equipment | ||
| Year ended 30 June 2007 | ||
| As at 1 July 2006, | ||
| Net of accumulated depreciation and impairment | 29 | 31 |
| Additions | 49 | 16 |
| Disposals | — | — |
| Depreciation charge for the year | (20) | (18) |
| At 30 June 2007, net of accumulated depreciation and impairment | 58 | 29 |
| At 1 July 2006 | ||
| Cost | 135 | 119 |
| Accumulated depreciation and impairment | (106) | (88) |
| Net carrying amount | 29 | 31 |
| At 30 June 2007 | ||
| Cost | 184 | 135 |
| Accumulated depreciation and impairment | (126) | (106) |
| Net carrying amount | 58 | 29 |
Pro medicus Annual Report 2007 page 47 >
notes to the financial statements for the year ended 30 June 2007
| Notes | Notes | 2007 | 2006 |
|---|---|---|---|
| $’000 | $’000 | ||
| 11. PLANT AND EQUIPMENT (CONT) | |||
| TOTAL PLANT AND EQUIPMENT | |||
| Year ended 30 June 2007 | |||
| As at 1 July 2006, | |||
| Net of accumulated depreciation and impairment | 228 | 190 | |
| Additions | 58 | 105 | |
| Disposals | — | — | |
| Depreciation charge for the year | (72) | (67) | |
| At 30 June 2007, net of accumulated depreciation and impairment | 214 | 228 | |
| At 1 July 2006 | |||
| Cost | 1,276 | 1,171 | |
| Accumulated depreciation and impairment | (1,048) | (981) | |
| Net carrying amount | 228 | 190 | |
| At 30 June 2007 | |||
| Cost | 1,334 | 1,276 | |
| Accumulated depreciation and impairment | (1,120) | (1,048) | |
| Net carrying amount | 214 | 228 | |
| $’000 | $’000 | $’000 | |
| Development | Software | Total | |
| Costs | Licences | ||
| 12. INTANGIBLE ASSETS | |||
| At 1 July 2006 | |||
| Cost (gross carrying amount) | 1,224 | 75 | 1,299 |
| Accumulated amortisation and impairment | (124) | (30) | (154) |
| Net carrying amount | 1,100 | 45 | 1,145 |
| Year ended 30 June 2007 | |||
| At 1 July 2006, net of accumulated amortisation and impairment | 1,100 | 45 | 1,145 |
| Additions – internal development | 712 | — | 712 |
| Amortisation | (319) | (15) | (334) |
| At 30 June 2007, net of accumulated amortisation and impairment | 1,493 | 30 | 1,523 |
| At 30 June 2007 | |||
| Cost (gross carrying amount) | 1,936 | 75 | 2,011 |
| Accumulated amortisation and impairment | (443) | (45) | (488) |
| Net carrying amount | 1,493 | 30 | 1,523 |
Development costs have been capitalised at cost. This intangible asset has been assessed as having a finite life and is amortised using the straight line method over a period of 5 years. If an impairment indication arises, the recoverable amount is estimated and an impairment loss is recognised to the extent that the recoverable amount is lower than the carrying amount. Software licences have been assessed as having a finite life and are amortised using the straight line method over a period of 5 years.
page 48 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
| $’000 | $’000 | $’000 | |
|---|---|---|---|
| Development | Software | Total | |
| Costs | Licences | ||
| 12. INTANGIBLE ASSETS (CONT) | |||
| At 1 July 2005 | |||
| Cost (gross carrying amount) | 619 | 75 | 694 |
| Accumulated amortisation and impairment | — | (15) | (15) |
| Net carrying amount | 619 | 60 | 679 |
| Year ended 30 June 2006 | |||
| At 1 July 2004, net of accumulated amortisation and impairment | 619 | 60 | 679 |
| Additions – internal development | 605 | — | 605 |
| Amortisation | (124) | (15) | (139) |
| At 30 June 2005, net of accumulated amortisation and impairment 1,100 | 45 | 1,145 | |
| At 30 June 2006 | |||
| Cost (gross carrying amount) | 1,224 | 75 | 1,299 |
| Accumulated amortisation and impairment | (124) | (30) | (154) |
| Net carrying amount | 1,100 | 45 | 1,145 |
| Notes | 2007 | 2006 | |
| $’000 | $’000 | ||
| 13. TRADE AND OTHER PAYABLE (CURRENT) | |||
| Trade payables | 93 | 110 | |
| Other creditors and accruals | 424 | 422 | |
| 517 | 532 | ||
| Deferred Income | 96 | 87 | |
| 613 | 619 |
(i) Trade payables are non-interest bearing and are normally settled on 30-day terms.
(ii) Other creditors are non-interest bearing and have an average term of 1 month.
Fair value approximates carrying value due to the short term nature of trade and other payables
Pro medicus Annual Report 2007 page 49 >
notes to the financial statements for the year ended 30 June 2007
| Annual Leave | Long Service Leave | Total | |
|---|---|---|---|
| $’000 | $’000 | $’000 | |
| 14. PROVISIONS | |||
| At 1 July 2006 | 519 | 377 | 896 |
| Arising during the year | 131 | 68 | 199 |
| Utilised | (141) | (14) | (155) |
| 509 | 431 | 940 | |
| Current 2007 | 509 | 135 | 644 |
| Non-current 2007 | — | 296 | 296 |
| 509 | 431 | 940 | |
| Current 2006 | 519 | 118 | 637 |
| Non-current 2006 | — | 259 | 259 |
| 519 | 377 | 896 | |
| Notes | 2007 | 2006 | |
| $’000 | $’000 | ||
| 15. CONTRIBUTED EQUITY AND RESERVES | |||
| (i) Ordinary shares | 32 | 32 | |
| Issued and fully paid | 32 | 32 | |
| Fully paid ordinary shares carry one vote | |||
| per share and carry the right to dividends |
(ii) Movements in shares on issue
| (ii) Movements in shares on issue | ||
|---|---|---|
| 2007 | ||
| Number of shares | $’000 | |
| At 1 July 2006 | 100,020,000 | 32 |
| – | – | |
| At 30 June 2007 | 100,020,000 | 32 |
| 2006 | ||
| Number of shares | $’000 | |
| At 1 July 2005 | 100,000,000 | 9 |
| Issued on 20 June 2006 for cash | ||
| on exercise of options | 20,000 | 23 |
| At 30 June 2006 | 100,020,000 | 32 |
| 2007 | 2006 | |
| $’000 | $’000 | |
| Retained earnings | ||
| Balance 1 July | 13,174 | 12,809 |
| Net profit for the year | 7,052 | 6,115 |
| Dividends | (6,001) | (5,750) |
| Balance 30 June 2007 | 14,225 | 13,174 |
page 50 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
16. SHARE BASED PAYMENT PLAN
Employee Share Option Scheme
An employee share incentive scheme was established on 25th August 2000 whereby directors and staff of the Company were issued with options over the ordinary shares of Pro Medicus Limited. The options, issued for nil consideration, have an exercise price of $1.15. Options vest at 20% per annum commencing on the first anniversary of issue. The options cannot be transferred and will not be quoted on the ASX. There are currently 14 staff members, 2 executive directors and 3 non-executive directors eligible for this scheme.
Information with respect to the number of options granted under the employee share incentive scheme is as follows:
| 2007 | 2006 | |||
|---|---|---|---|---|
| NUMBER | WEIGHTED | NUMBER | WEIGHTED | |
| OF OPTIONS | AVERAGE | OF OPTIONS | AVERAGE | |
| EXERCISE PRICE | EXERCISE PRICE | |||
| Outstanding at the beginning of the year | 2,450,000 | $1.15 | 2,470,000 | $1.15 |
| - granted | — | — | — | — |
| - forfeited | — | — | — | — |
| - exercised | — | — | (20,000) | $1.15 |
| - expired | — | — | — | — |
| Outstanding at the end of the year | 2,450,000 | $1.15 | 2,450,000 | $1.15 |
| Exercisable at end of year | 2,450,000 | $1.15 | 2,450,000 | $1.15 |
All options above have not been recognised in accordance with AASB 2 as the options were granted before 7 November 2002. These options have not subsequently been modified and therefore do not need to be accounted for in accordance with AASB 2. The weighted average remaining contractual life for share options outstanding at 30 June 2007 is 3.2 years (2006: 4.2 Years)
17. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The company’s principal financial instruments are cash and short-term deposits.
The main purpose of these financial instruments is to raise finance for the Company’s operations. The Company has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. The Company also enters into derivative transactions, including principally forward currency contracts. The purpose is to manage the currency risks arising from the Company’s operations and its source of finance. It is, and has been throughout the period under review, the Company’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Company’s financial instruments are foreign currency risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.
Foreign currency risk
The Company has transactional currency exposure, which arise from sales made in currencies other than the company’s functional currency. The company is economically hedging but does not qualify for hedge accounting. As a result gains and losses on re-measurement of forward currency contracts to fair value are recognised directly in the income statement.
As at 30 June, the company had no forward currency contracts outstanding with a material fair value.
Pro medicus Annual Report 2007 page 51 >
notes to the financial statements for the year ended 30 June 2007
17. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT)
Approximately 22% of the Company’s sales are denominated in currencies other than the functional currency but there are no significant currency risk exposures on costs.
Forward Exchange contracts are established for amounts in excess of $50,000 at the time the transaction is recognised in the books.
The forward currency contract must be in the same currency as the hedged item.
It is the Company’s policy not to enter into forward contracts until a firm commitment is in place.
It is the Company’s policy to negotiate the terms of the hedge derivatives to match the terms of the hedged item to maximise hedge effectiveness.
Credit risk
The Company trades only with recognised, credit worthy third parties.
It is the Company’s policy that all customers who wish to trade on credit terms are subject to credit assessment.
In addition, receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to bad debts is not significant.
As the Company trades predominantly within the Diagnostic Imaging market there is a concentration of credit risk. Given the underlying Government funding support for Radiology, recent amalgamations and the commercial successes achieved, credit risk is considered to be minimal.
Liquidity risk
The Company has no liquidity risk as it has significant cash reserves.
18. FINANCIAL INSTRUMENTS
Fair Values
Set out below is a comparison by category of carrying amounts and fair values of all the Company’s financial instruments recognised in the financial statements.
Interest Rate Risk
The following table sets out the carrying amount, by maturity, of the financial instruments exposed to interest rate risk:
| YEAR ENDED 30 JUNE 2007 | < 1 YEAR | TOTAL | WEIGHTED AVERAGE EFFECTIVE |
|---|---|---|---|
| INTEREST RATE | |||
| $’000 | $’000 | % | |
| FINANCIAL ASSETS | |||
| Floating rate | |||
| Cash assets | 11,135 | 11,135 | |
| Weighted average effective interest rate | 5.2% | 5.2% |
page 52 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
18. FINANCIAL INSTRUMENTS (CONT)
| YEAR ENDED 30 JUNE 2006 | < 1 YEAR | TOTAL | WEIGHTED AVERAGE EFFECTIVE |
|---|---|---|---|
| INTEREST RATE | |||
| $’000 | $’000 | % | |
| FINANCIAL ASSETS | |||
| Floating rate | |||
| Cash assets | 11,441 | 11,441 | |
| Weighted average effective interest rate | 5.3% | 5.3% |
Interest on financial instruments classifies as floating rate is repriced at intervals of less than one year. The other financial instruments of the company are not included in the above tables are non-interest bearing and are therefore not subject to interest rate risk.
19. COMMITMENTS AND CONTINGENCIES
Operating lease commitments – Company as lessee
The Company has entered into a commercial property lease for office premises. This lease has a life of 5 years with an option for a further 5 year period. There is no restriction placed upon the lessee by entering into this lease. Please refer Note 22(h) Director and Executive Disclosures.
| 2007 | 2006 | ||
|---|---|---|---|
| $’000 | $’000 | ||
| (a) | Future minimum rentals payable under non-cancellable | ||
| operating lease as at 30 June are as follows: | |||
| - Within one year | 182 | 176 | |
| - After one year and not more than five years | 731 | 557 | |
| -More than five years | — | — | |
| 913 | 733 |
20. EVENTS AFTER THE BALANCE SHEET DATE
On 24 August 2007, the directors of Pro Medicus Limited declared a final dividend on ordinary shares in respect of the 2007 financial year. This dividend comprises a normal dividend of 3.0 cents per share and a special dividend of 1.0 cent per share. The total amount of the dividend is $4,000,800 which represents a fully franked dividend of a total of 4.0 cents per share. The dividend has not been provided for in the 30 June 2007 financial statements.
21. AUDITORS’ REMUNERATION
| 2007 | 2006 | |
|---|---|---|
| $’000 | $’000 | |
| Amounts received or due and receivable by Ernst & Young for: | ||
| - an audit or review of the financial report of the Company | 71,000 | 66,105 |
| -other services in relation to the Company | 5,500 | 15,221 |
| 76,500 | 81,326 |
Pro medicus Annual Report 2007 page 53 >
notes to the financial statements for the year ended 30 June 2007
22. DIRECTOR AND EXECUTIVE DISCLOSURES
(a) Details of Key Management Personnel
(i) Directors
Melvyn Keith Ward Chairman (non-executive) Dr Peter David Jonson Deputy Chairman (non-executive) Philip Gregory Molyneux Chairman Audit Committee (non-executive) Dr Sam Aaron Hupert Managing Director and CEO Anthony Barry Hall Executive Director and Technology Director
(ii) Executives
Geoffrey William Holden Chief Financial Officer & Company Secretary (Retired) Danny Tauber Chief Operations Officer Bernard Duscher Senior Developer
(b) Compensation of Key Management Personnel
(i) Compensation Policy
The performance of the Company depends on the quality of its directors and executives. To prosper, the Company must attract, motivate and retain highly skilled directors and executives.
To this end, the Company embodies the following principles in its compensation framework:
-
Provide competitive rewards to attract high calibre executives;
-
Link executive rewards to shareholder value;
-
Portion of executive compensation ‘at risk’, dependent upon meeting pre-determined performance benchmarks;
-
Establish appropriate, demanding performance hurdles in relation to variable executive compensation; and
-
Mandatory requirement for directors to acquire shares in the Company at market price
(A)Remuneration Committee
Given the small number of Directors the board decided it was more appropriate to handle board nomination and remuneration issues at board level. In order to maintain good corporate governance the non-executive directors have assumed authority for determining and reviewing compensation arrangements for the Chief Executive Officer and Technology Director who will in turn review remuneration for the non-executive directors.
The full board is responsible for the review of the Company Secretary remuneration and the board has delegated the responsibility of executive remuneration to the management.
The assessment process includes reviewing the appropriateness of the nature and amount of compensation of key management personnel on a periodic basis by reference to relevant employment and market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. Such officers are given the opportunity to receive their base emolument in a variety of forms including cash and fringe benefits such as motor vehicles. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the company.
To assist in achieving these objectives, the reviewing parties link the nature and amount of executive directors’ and officers’ emoluments to the company’s financial and operational performance. All directors and executives have the opportunity to qualify for participation in the Employee Share Option Plan which currently provides incentives where specified criteria are met including criteria related to profitability, cash flow and share price growth. There were no options granted or vested in 2007.
page 54 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
22. DIRECTOR AND EXECUTIVE DISCLOSURES (CONT)
(b) Compensation of Key Management Personnel (cont)
(B) Compensation Structure
In accordance with best practice corporate governance, the structure of non-executive director and executive compensation is separate and distinct.
(C) Non-executive Director Compensation
Objective
The executive directors seek to set the aggregate compensation at a level that provides the company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. The latest determination was at the Annual General Meeting held on 4 November 2005 when shareholders approved an aggregate remuneration of $500,000 per year.
The amount of the aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.
Each director receives a fee for being a director of the company. No additional fee is paid for time spent on Audit Committee business.
Non-executive directors have long been encouraged by the board to hold shares in the company (purchased by the director on market). It is considered good governance for the directors to have a stake in the company on whose board they sit. The non-executive directors of the company participate in the Employee Share Incentive Scheme [Option based] which was established in 2000 to provide incentive for participants.
The remuneration of non-executive directors for the period ending 30 June 2007 is detailed on page 58 of this report.
(D)Executive Compensation
Objective
The company aims to reward executives with a level and mix of compensation commensurate with their position and responsibilities within the company and so as to:
-
reward executives for company, business unit and individual performance against targets set by reference to appropriate benchmarks;
-
align the interests of executives with those of shareholders;
-
link reward with the strategic goals and performance of the company; and
-
ensure total compensation is competitive by market standards.
Structure
In determining the level and the make-up of executive Compensation, the executive management consider market levels of compensation for comparable executive roles.
Employment Contracts have been entered into with the Chief Executive Officer and the Technology Director. No other employment contracts have been executed. Details of these contracts are provided below.
Pro medicus Annual Report 2007 page 55 >
notes to the financial statements for the year ended 30 June 2007
22. DIRECTOR AND EXECUTIVE DISCLOSURES (CONT)
(b) Compensation of Key Management Personnel (cont)
Compensation consists of the following key elements:
-
Fixed Compensation
-
Variable Compensation
-
Short Term Incentive (‘STI’)
-
Long Term Incentive (‘LTI’)
The proportion of fixed compensation and variable compensation (potential short term and long term incentives) is established for key management personnel as described under (A) Remuneration Committee section above. Note 22 below details the variable component (%) of the remuneration of key management personnel of the Company.
STI variable component is currently paid to key staff in the form of cash bonuses based on company & personal performance targets.
(E) Fixed Compensation
Objective
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market.
Fixed remuneration is reviewed annually and the process consists of a review of company wide, business and individual performance, relevant comparative compensation in the market and internally and, where appropriate, external advice on policies and practices. As noted above, the group conducting the review has access to external advice independent of management.
Structure
Senior managers are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and fringe benefits such as motor vehicles and expense payment plans. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the company.
The fixed compensation component of the 3 relevant most highly remunerated senior managers is detailed below.
(F) Variable Pay – Long Term Incentive (LTI)
The LTI described below relates to the prior year.
Objective
The objective of the LTI plan is to reward senior managers and executive directors in a manner which aligns this element of compensation with the creation of shareholder wealth.
As such LTI grants are only made to executives who are able to influence the generation of shareholder wealth and thus have a direct impact on the Company’s performance.
Structure
LTI grants to executives are delivered in the form of options.
The company granted these options in 2000 and at the time there was no performance hurdle for this long term incentive plan.
Subsequent to this an executive [non-directors] Performance Based Incentive Share Plan has been set up but to date no share allocations have been made.
page 56 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
22. DIRECTOR AND EXECUTIVE DISCLOSURES (CONT)
(b) Compensation of Key Management Personnel (cont)
Variable Pay – Short Term Incentive (STI)
Short term incentives in the form of cash bonuses was payed to key staff based on a mix of company based and personal performance targets.
STI bonus for 2007
For the 2007 financial year, the total amount of the STI cash bonus either paid or accrued at year end was $87,700. The maximum STI cash bonus for the 2007 financial year is $123,750 based on all KPIs being met. The minimum amount of the STI cash bonus assuming that no executives meet their respective KPIs for the 2007 financial year is nil.
Key Performance Indicators
Actual STI payments granted to each executive depend on the extent to which specific targets set at the beginning of the financial year are met. The targets consist of a number of Key Performance Indicators (KPIs) covering both financial and non-financial, corporate and individual measures of performance. Included are measures such as contribution to net profit after tax, sales targets, customer service, risk management, product development, and leadership/team contribution. These measures were chosen as they represent the key drivers for short term success of the business and provide a framework for delivering long term value.
Senior management with responsibility for the particular business function assess the achievement of conditions based on performance appraisals against predefined goals.
Company performance
For details of the company’s performance (as measured by Earnings Per Share and other relevant measures) for the current financial year and previous four financial years, refer to page 18 of the Directors’ Report.
Employment Contracts
Executive Service Contracts, on similar terms and conditions, have been prepared for the Chief Executive Officer and Technology Director.
These agreements provide the following major terms:
-
Each executive will receive a remuneration package pa which is to be reviewed annually;
-
The agreements protect the Company’s confidential information and provide that any inventions or discoveries of an executive become the property of the Company;
-
Non-competition during employment and for a period of 12 months thereafter; and
-
Termination by the Company on six months notice or payment of six months remuneration in lieu of notice or a
-
combination of both (or without notice or payment in lieu in the event of misconduct or other specified circumstances). The agreements may be terminated by the executives on the giving of six months notice.
Pro medicus Annual Report 2007 page 57 >
notes to the financial statements for the year ended 30 June 2007
22. DIRECTOR AND EXECUTIVE DISCLOSURES (CONT)
(b) Compensation of Key Management Personnel (cont)
| SHORT-TERM | SHORT-TERM | POST | **LONG-TERM ** | SHARE-BASED | TOTAL | TOTAL | ||
|---|---|---|---|---|---|---|---|---|
| EMPLOYMENT | PAYMENT | PERFORMANCE | ||||||
| RELATED | ||||||||
| 30 JUNE 2007 | SALARY | CASH | NON | SUPER- | INCENTIVE | OPTIONS | ||
| & FEES | **BONUS ** | MONETARY | ANNUATION | PLANS | ||||
| BENEFITS | ||||||||
| DIRECTORS | ||||||||
| M K Ward | 80,000 | 7,200 | 87,200 | |||||
| P D Jonson | 29,999 | 13,601 | 43,600 | |||||
| P G Molyneux | 40,000 | 3,600 | 43,600 | |||||
| S A Hupert | 174,887 | 8,486 | 105,113 | 288,486 | ||||
| A B Hall | 174,887 | 5,623 | 105,113 | 285,623 | ||||
| EXECUTIVES | ||||||||
| G W Holden | 69,125 | 5,625 | 80,875 | 155,625 | 5,625 | |||
| D Tauber | 282,314 | 47,075 | 12,686 | 342,075 | 47,075 | |||
| B. Duscher | 123,853 | 35,000 | 11,147 | 170,000 | 35,000 | |||
| 975,065 | 87,700 | 14,109 | 339,335 | 1,413,384 | 87,700 | |||
| 30 JUNE 2006 | ||||||||
| DIRECTORS | ||||||||
| M K Ward | 80,000 | 7,200 | 1,099 | 88,299 | ||||
| P D Jonson | 40,000 | 3,600 | 550 | 44,150 | ||||
| P G Molyneux | 40,000 | 3,600 | 550 | 44,150 | ||||
| S A Hupert | 223,217 | 6,566 | 56,783 | 1,168 | 287,734 | |||
| A B Hall | 223,217 | 10,721 | 56,783 | 1,168 | 291,889 | |||
| EXECUTIVES | ||||||||
| G W Holden | 95,000 | 45,000 | 20,075 | 234 | 160,309 | 20,075 | ||
| D Tauber | 262,861 | 12,139 | 100,375 | 962 | 376,337 | 100,375 | ||
| 964,295 | 17,287 | 185,105 | #120,450 | 5,731 | 1,292,868 | 120,450 |
#This is a cash payout to replace entitlements for three senior people under the Executive Share Plan which was never activated. No grants were ever made under this plan. Management decided to discontinue this arrangement effective 30 June 2006.
Payout criteria were Company profit after tax growth, commencing at 10% year on year, scaled to full entitlement at 15%. In one case the entitlement was split to include personal achievement targets.
The payout above includes personal achievement success for all three periods, full qualification for all participants in 2005 and partial qualification in 2006, based on the year on year profit growth measure.
page 58 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
22. DIRECTOR AND EXECUTIVE DISCLOSURES (CONT)
(b) Compensation of Key Management Personnel (cont)
Fair value of options:
The fair value of each option is estimated on the date of grant using a Black Scholes option-pricing model with the following assumptions used for grants made on 25 August 2000.
| Dividend yield | 4.68% |
|---|---|
| Expected volatility | 51.9% |
| Historical volatility | 51.9% |
| Risk-free interest rate | 6.37% |
| Expected life of option | 7.0 years |
| Weighted average fair value | $0.44 |
| Option expiry date | 25 August 2010 |
The dividend yield reflects the assumption that the current dividend payout will continue in line with the policy adopted to determine the 2003 final dividend which was based on a payout of between 60% and 70% of Profit after Tax. No options were exercised until late in the 2006 financial year so the expected life of the options is based on best estimate and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
(c) Compensation options: Granted and vested during the year
During the year no new options were granted.
Please refer to Executive Share Option Plan details as shown above.
| VESTED | VESTED | |
|---|---|---|
| 30 JUNE 2007 | 30 JUNE 2005 | |
| NO | NO | |
| DIRECTORS | ||
| M K Ward | — | 80,000 |
| P D Jonson | — | 40,000 |
| P G Molyneux | — | 40,000 |
| S A Hupert | — | 85,000 |
| A B Hall | — | 85,000 |
| EXECUTIVES | ||
| G W Holden | — | 17,000 |
| D Tauber | — | 70,000 |
| TOTAL | — | 417,000 |
(c) Compensation options: Granted and vested during the year (cont)
Share Options
The Option Plan Rules state options are exercisable from the first anniversary from the date of grant with a term of 5 years. During the financial year nil (2006: nil) options were cancelled due to option holding staff leaving employment with Pro Medicus Ltd. The options have an exercise price of $1.15 and each option converts to one fully paid share. Details are provided in Note 16. At the end of the year there were 2,220,000 (2005: 2,470,000) unissued ordinary shares in respect of which options were outstanding.
Pro medicus Annual Report 2007 page 59 >
notes to the financial statements for the year ended 30 June 2007
22. DIRECTOR AND EXECUTIVE DISCLOSURES (CONT)
(d) Shares issued on Exercise of Compensation Options
No options were exercised for Directors & Executives in either 2006 or 2007.
(e) Option holdings of Key Management Personnel
| BALANCE | GRANTED | OPTIONS | NET CHANGE | BALANCE | VESTED AT 30 JUNE | VESTED AT 30 JUNE | 2007 | ||
|---|---|---|---|---|---|---|---|---|---|
| AT | BEGINNING | AS | EXERCISED | OTHER | AT END | ||||
| **OF YEAR ** | REMUNERATION | OF YEAR | |||||||
| 1 JULY 2006 | # | 30 JUNE | TOTAL |
NOT | EXERCISABLE | ||||
| 2007 | EXERCISABLE | ||||||||
| 30 June | 2007 | ||||||||
| DIRECTORS | |||||||||
| M K Ward | 400,000 | — | — | — | 400,000 | 400,000 | — | 400,000 | |
| P D Jonson | 200,000 | — | — | — | 200,000 | 200,000 | — | 200,000 | |
| P G Molyneux | 200,000 | — | — | — | 200,000 | 200,000 | — | 200,000 | |
| S A Hupert | 425,000 | — | — | — | 425,000 | 425,000 | — | 425,000 | |
| A B Hall | 425,000 | — | — | — | 425,000 | 425,000 | — | 425,000 | |
| EXECUTIVES | |||||||||
| G W Holden | 85,000 | — | — | — | 85,000 | 85,000 | — | 85,000 | |
| D Tauber | 350,000 | — | — | — | 350,000 | 350,000 | — | 350,000 | |
| Total | 2,085,000 | — | — | — | 2,085,000 | 2,085,000 | — | 2,085,000 |
Includes forfeitures
| BALANCE | GRANTED | OPTIONS | NET CHANGE | BALANCE | VESTED AT 30 JUNE | VESTED AT 30 JUNE | 2006 | ||
|---|---|---|---|---|---|---|---|---|---|
| AT | BEGINNING | AS | EXERCISED | OTHER | AT END | ||||
| **OF YEAR ** | REMUNERATION | OF YEAR | |||||||
| 1 JULY 2005 | # | 30 JUNE | TOTAL |
NOT | EXERCISABLE | ||||
| 2006 | EXERCISABLE | ||||||||
| 30 June | 2006 | ||||||||
| DIRECTORS | |||||||||
| M K Ward | 400,000 | — | — | — | 400,000 | 400,000 | — | 400,000 | |
| P D Jonson | 200,000 | — | — | — | 200,000 | 200,000 | — | 200,000 | |
| P G Molyneux | 200,000 | — | — | — | 200,000 | 200,000 | — | 200,000 | |
| S A Hupert | 425,000 | — | — | — | 425,000 | 425,000 | — | 425,000 | |
| A B Hall | 425,000 | — | — | — | 425,000 | 425,000 | — | 425,000 | |
| EXECUTIVES | |||||||||
| G W Holden | 85,000 | — | — | — | 85,000 | 85,000 | — | 85,000 | |
| D Tauber | 350,000 | — | — | — | 350,000 | 350,000 | — | 350,000 | |
| Total | 2,085,000 | — | — | — | 2,085,000 | 2,085,000 | — | 2,085,000 |
Includes forfeitures
page 60 > Pro medicus Annual Report 2007
notes to the financial statements for the year ended 30 June 2007
22. DIRECTOR AND EXECUTIVE DISCLOSURES (CONT)
(f) Shareholdings of Key Management Personnel
| SHARES HELD | BALANCE | GRANTED AS | ON EXERCISE | NET CHANGE | BALANCE |
|---|---|---|---|---|---|
| IN PRO MEDICUS LIMITED | 1 JULY 06 | REMUNERATION | OF OPTIONS | OTHER | 30 JUNE 07 |
| (NUMBER) | |||||
| ORDINARY | ORDINARY | ORDINARY | ORDINARY | ORDINARY | |
| 30 June 2007 | |||||
| DIRECTORS | |||||
| M K Ward | 50,000 | — | — | — | 50,000 |
| P D Jonson | 50,000 | — | — | — | 50,000 |
| P G Molyneux | 25,000 | — | — | — | 25,000 |
| S A Hupert | 30,072,660 | — | — | — | 30,072,660 |
| A B Hall | 30,068,500 | — | — | — | 30,068,500 |
| EXECUTIVES | |||||
| G W Holden | 35,000 | — | — | — | 35,000 |
| D Tauber | 413,453 | — | — | (263,453) | 150,000 |
| TOTAL | 60,714,613 | — | — | (263,453) | 60,451,160 |
| SHARES HELD | BALANCE | GRANTED AS | ON EXERCISE | NET CHANGE | BALANCE |
| IN PRO MEDICUS LIMITED | 1 JULY 05 | REMUNERATION | OF OPTIONS | OTHER | 30 JUNE 06 |
| (NUMBER) | |||||
| ORDINARY | ORDINARY | ORDINARY | ORDINARY | ORDINARY | |
| 30 June 2006 | |||||
| DIRECTORS | |||||
| M K Ward | 50,000 | — | — | — | 50,000 |
| P D Jonson | 50,000 | — | — | — | 50,000 |
| P G Molyneux | 25,000 | — | — | — | 25,000 |
| S A Hupert | 40,072,660 | — | — | (10,000,000) | 30,072,660 |
| A B Hall | 40,068,500 | — | — | (10,000,000) | 30,068,500 |
| EXECUTIVES | |||||
| G W Holden | 35,000 | — | — | — | 35,000 |
| D Tauber | 268,000 | — | — | 145,453 | 413,453 |
| TOTAL | 80,569,160 | — | — | (19,854,547) | 60,714,613 |
Pro medicus Annual Report 2007 page 61 >
notes to the financial statements for the year ended 30 June 2007
22. DIRECTOR AND EXECUTIVE DISCLOSURES (CONT)
(g) Loans to Key Management Personnel
No loans are made to Key Personnel or staff.
(h) Other transactions and balances with Key Management Personnel
Purchases
During the year lease payments of $178,506 (2006: $148,642) in respect of the Company’s operating premises at 450 Swan Street Richmond were paid to Champagne Properties Pty. Ltd., an entity controlled by S. Hupert and A. Hall. Commercial arrangements on an ‘arms length basis’ have been determined by an independent assessment of rental and lease terms.
page 62 > Pro medicus Annual Report 2007
directors’ declaration
In accordance with a resolution of the directors of Pro Medicus Limited, I state that:
-
(1) In the opinion of the directors:
-
(a) the financial report and the additional disclosures included in the directors’ report designated as audited, of the company are in accordance with the Corporations Act 2001, including:
-
(i) giving a true and fair view of the company’s financial position as at 30 June 2007 and of its performance for the year ended on that date; and
-
(ii) complying with Accounting Standards and Corporations Regulations 2001; and
-
-
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
-
(2) This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the financial period ending 30 June 2007.
On behalf of the Board
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M K Ward CHAIRMAN
Melbourne, 14 September 2007
Pro medicus Annual Report 2007 page 63 >
independent auditor’s report
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page 64 > Pro medicus Annual Report 2007
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Pro medicus Annual Report 2007 page 65 >
ASX additional information
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 31 August 2007
(a) Distribution of equity securities
The number of shareholders, by size of holding, in each class of share are:
| Ordinary shares | ||
|---|---|---|
| Number of holders | Number of shares | |
| 1 – 1,000 | 170 | 118,678 |
| 1,001 – 5,000 | 571 | 1,845,498 |
| 5,001 – 10,000 | 322 | 2,608,136 |
| 10,001 – 100,000 | 373 | 10,014,148 |
| 100,001 AND OVER | 21 | 85,663,540 |
| 1,457 | 100,250,000 | |
| The number of shareholders holding less than a marketable parcel of 345 shares are: | 23 | 2,296 |
(b) Twenty largest shareholders
The names of the twenty largest holders of quoted shares are:
| Listed ordinary shares | Percentage | ||
|---|---|---|---|
| Number of shares | of ordinary shares | ||
| 1 | Dr S Hupert | 30,072,660 | 29.93% |
| 2 | Mr A Hall | 30,068,500 | 29.93% |
| 3 | RBC Dexia Investor Services Australia Nominees P/L | 8,604,857 | 8.58% |
| 4 | Citicorp Nominees Pty Ltd | 6,629,248 | 6.61% |
| 5 | RBC Dexia Investor Services Australia Nominees P/L | 5,754,680 | 5.74% |
| 6 | Mirrabooka Investments Limited | 1,500,000 | 1.50% |
| 7 | Invia Custodian Pty Limited | 1,075,000 | 1.07% |
| 8 | ANZ Nominees Limited | 258,300 | 0.26% |
| 9 | Mr S G Wilson & Ms D A Prandi | 203,000 | 0.20% |
| 10 | Mr Peter Propert Birrell Mrs Dinny Mary Birrell | 200,000 | 0.20% |
| 11 | Mrs Tung Yueh-Ying Tsai | 173,500 | 0.17% |
| 12 | Mr D Tauber | 150,000 | 0.15% |
| 13 | Mr E P Clucas & Mr L J Weston | 146,500 | 0.15% |
| 14 | Mr Simon Gautier Hannes | 146,250 | 0.15% |
| 15 | Mr Michael Roth + Ms Birgit Roth | 130,000 | 0.13% |
| 16 | Mellett Super Pty Ltd | 125,000 | 0.12% |
| 17 | Crosbie Holding A/S C/-Per Pontoppidan Moller | 120,000 | 0.12% |
| 18 | Mrs Nelly Michelle Cunningham | 115,592 | 0.12% |
| 19 | Mrs Ronda Patricia Hall | 115,000 | 0.11% |
| 20 | Mr John Charles Plummer | 108,523 | 0.11% |
| 85,696,610 | 85.34% |
page 66 > Pro medicus Annual Report 2007
(c) Substantial shareholders
The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Law are:
| Number of shares | |
|---|---|
| S. Hupert | 30,072,660 |
| A Hall | 30,068,500 |
| Perpetual Limited RBC Dexia Investor Services Australia Nominees P/L | 14,359,537 |
| Commonwealth Bank of Australia | 6,629,248 |
(d) Voting rights
All ordinary shares carry one vote per share without restriction.
Pro medicus Annual Report 2007 page 67 >
corporate governance
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page 68 > Pro medicus Annual Report 2007
The Board of Directors of Pro Medicus Limited is responsible for the corporate governance of the entity. The Board guides and monitors the business and affairs of Pro Medicus Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.
To ensure the Board is well equipped to discharge its responsibilities it supports, and has adopted where considered appropriate, the principles set out in the ASX Corporate Governance Council “Principles of Good Corporate Governance and Best Practice Recommendations” dated March 2003. Pro Medicus Limited corporate governance practices were in place throughout the year ended 30 June 2006 and except where noted in this report, were compliant with the Council’s best practice recommendations.
For further information on corporate governance policies adopted by Pro Medicus Limited, refer to our website: www.promedicus.com.au
STRUCTURE OF THE BOARD
The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors’ Report.
The composition of the Board was determined in accordance with the following principles and guidelines:
-
The Board should comprise at least five directors and should maintain a majority of non-executive directors;
-
The Chairperson must be a non-executive director and not occupy the role of CEO;
-
The Board should comprise directors with an appropriate range of qualifications and expertise; and
-
The Board shall meet monthly and follow meeting guidelines set down to ensure all directors are made aware of, and have available all necessary information, to participate in an informed discussion of all agenda items.
Directors of Pro Medicus Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with – or could reasonably be perceived to materially interfere with the exercise of their unfettered and independent judgement.
In the context of director independence, “materiality” is considered from both the company and individual director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be quantitatively immaterial if it is equal or less than 5% of the appropriate base amount. It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount. Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the nature of the relationship and the contractual or other arrangements governing it and other factors which point to the actual ability of the director in question to shape the direction of the company’s loyalty.
In accordance with the definition of independence above, and the materiality thresholds set, the following directors of Pro Medicus Limited are considered to be independent:
| Name | Position |
|---|---|
| M K Ward | CHAIRMAN, |
| NON-EXECUTIVE DIRECTOR | |
| P D Jonson | DEPUTY CHAIRMAN, |
| NON-EXECUTIVE DIRECTOR | |
| P G Molyneux | NON-EXECUTIVE DIRECTOR, |
| CHAIRMAN AUDIT COMMITTEE |
The board has codified a list of its responsibilities consistent with the recommendations and details are disclosed on the company website.
The Board wishes to advise that it continues to maintain responsibility for the actions of the chief executive officer and any tasks delegated to the management by the Board.
Directors’ Appointment Letters have not been revised in the prescribed format as the board considered this unnecessary given the small number of fairly recently appointed current directors who understand their roles and responsibilities. The board has undertaken that the recommended format should be used for any future director appointments.
The term in office held by each director in office at the date of this report is 4 years however Mr. Sam Hupert and Mr. Anthony Hall were directors in Pro Medicus Pty Ltd since incorporation in 1983.
CODE OF CONDUCT AND SECURITIES TRADING POLICY
The board has developed a “Code of Conduct” and a “Securities Trading Policy” consistent with the recommendations and details are disclosed on the company website.
COMMITTEES
The current Board of five Directors was appointed on April 4, 2000. Due to the small number of Directors, the Board decided
Pro medicus Annual Report 2007 page 69 >
it was more appropriate to handle nomination and remuneration issues at full Board level. No Committees for these functions have been established at this time.
In addition the full Board handles any matters as and when they arise concerning environmental issues, occupational health and safety, finance and treasury.
In order to maintain good corporate governance the Non-Executive Directors will assume responsibility for determining and reviewing compensation arrangements for the Chief Executive Officer and Technology Director who will in turn review the terms for the NonExecutive Directors. The full Board will review the terms of employment for the Company Secretary.
The Board has delegated the responsibility of executive remuneration to the management who will assess the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality executive team. Independent experts have been consulted to provide appropriate information to ensure decisions are soundly based.
The appointment of appropriately skilled NonExecutive Directors, together with a broadly unchanged business base has meant no new director nominations have been required to date.
Strategic planning has been an important objective of the Board. Meetings are scheduled so that all Board members can attend and are conducted in an informal fashion to allow nonexecutive directors to gain enhanced industry, customer, product and research knowledge.
AUDIT COMMITTEE
The board has established an audit committee, which operates under a charter approved by the Board.
It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes. This also includes the safeguarding of assets, the maintenance of proper accounting records, and reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control and ethical standards for the management of the entity to the audit committee.
The committee also provides the board with additional assurance regarding the reliability of financial information for inclusion in the financial reports. All members of the audit committee are non-executive directors.
The members of the audit committee are: P G Molyneux CHAIRMAN M K Ward P D Jonson
The audit committee is also responsible for nomination of the external auditor and reviewing the adequacy of the scope and quality of the annual statutory audit and half yearly audit review.
A copy of the Audit Committee Charter is posted on the company website.
The Company is small with a total staff at present of twenty full time people so it should be understood that the Chief Executive Officer
and Chief Financial Officer play key roles in all financial aspects of the business. Both people will provide a written assurance to the board in the prescribed format.
BOARD RESPONSIBILITIES
As the Board acts on behalf of and is accountable to the shareholders, it seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board seeks to discharge these responsibilities in a number of ways.
The Board has delegated responsibility for the operation and administration of the entity to the Chief Executive Officer and the executive team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Chief Executive and the executive team.
The Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved. In addition to the establishment of the committee referred to above, these mechanisms include the following:
- approval of strategic plans, which encompass the entity’s vision, mission and strategy statements, designed to meet stakeholders’ needs and manage business risk;
page 70 > Pro medicus Annual Report 2007
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involvement in developing the strategic plan (a dynamic document) and approving initiatives and strategies designed to ensure the continued growth and success of the entity;
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overseeing implementation of operating plans and budgets by management and monitoring of progress against budget - this includes the establishment and monitoring of key performance indicators (both financial and non-financial) for all significant business processes; and
-
utilising appropriately skilled professionals to provide advice on relevant discussion topics and procedures to allow Directors, in the furtherance of their duties, to seek independent professional advice at the Company’s expense.
In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the Chairman annually reviews the performance of all Directors who will be asked to retire from the board if not performing in a satisfactory manner.
MONITORING OF THE BOARD’S PERFORMANCE AND COMMUNICATION TO
SHAREHOLDERS - CONTINUOUS DISCLOSURE POLICY
The board has developed a written policy to ensure compliance with the ASX Listing Rules on continuous disclosure and has adopted measures to ensure the market and shareholders are fully informed. The measures in place require all potential market sensitive matters are discussed with the Chief Executive Officer who in conjunction with the Chairman and other relevant directors decide whether to make an appropriate announcement to the market.
Only nominated authorised persons have the authority to release these communications to the ASX. This policy is displayed on the company website.
SHAREHOLDER COMMUNICATION
The Board of Directors aims to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the Directors. Information is communicated to the shareholders through:
-
the annual report which is distributed to all shareholders registered to receive copies;
-
the annual general meeting and other meetings so called to obtain approval for Board action as appropriate;
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an up to date website - www.promedicus.com.au;
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email contact with registered users; and
-
special written communications to shareholders distributed with the dividend notifications.
The company is adopting procedures to ensure that any material given to a particular group is available to all interested parties via the company website. This includes any material presented at the Annual General Meeting.
A representative of the external auditors Ernst & Young will continue to attend the Annual General Meeting.
RISK MANAGEMENT POLICIES
The Company up until late in the financial period was not exposed to any interest rate or significant currency sensitive loans or debts. Given the increase in overseas operations there is now an increased currency risk as a consequence of contracts written in and cash being held in foreign currencies. This change in risk profile has been noted by the board and action is being taken to manage this risk.
The Board oversees appropriate backup procedures for important company data.
Detailed annual review of insurance policies in force to ensure cover is at appropriate levels to safeguard key executives, Company assets and operations.
The Board regularly considers succession planning to ensure staff of appropriate skill and experience are available to the Company.
Pro medicus Annual Report 2007 page 71 >
corporate information
ABN 25 006 194 752
DIRECTORS
The names of the Directors of the Company in office during the year are:
Melvyn Keith Ward Dr Peter David Jonson Dr Sam Aaron Hupert Anthony Barry Hall Philip Gregory Molyneux
CHAIRMAN DEPUTY CHAIRMAN MANAGING DIRECTOR TECHNICAL DIRECTOR NON-EXECUTIVE DIRECTOR
COMPANY SECRETARY
Sean Collins CPA
REGISTERED OFFICE
450 Swan Street Richmond VIC 3121 (03) 9429 8800
INTERNET ADDRESS
www.promedicus.com.au www.promedicus.com
SHARE REGISTRY
Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000 Australia
Mailing address: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
SOLICITORS
Madgwicks Innovation Law
BANKERS
Westpac Banking Corporation
Telephone +612 8280 7111 Toll free 1300 554 474 Facsimile +612 9287 0303 Facsimile (proxy forms only) +612 9287 0309 E-mail [email protected] Website: www.linkmarketservices.com.au
AUDITORS
Ernst & Young
page 72 > Pro medicus Annual Report 2007
you can do so much more online
Did you know that you can access – and even update – information about your holdings in Pro Medicus Limited via the Internet.
Visit Link Market Services’ website www.linkmarketservices.com.au and access a wide variety of holding information, make some changes online or download forms. You can:
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Check your current and previous holding balances
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Choose your preferred annual report delivery option
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Update your address details
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Update your bank details
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Lodge, or confirm lodgement of, your Tax File Number (TFN), Australian Business Number (ABN) or exemption
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Check transaction and dividend history
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Enter your email address
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Check the share prices and graphs
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Download a variety of instruction forms
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Subscribe to email announcements
You can access this information via a security login using your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as well as your surname (or company name) and postcode (must be the postcode recorded on your holding record).
Don’t miss out on your dividends
Dividend cheques that are not banked are required to be handed over to the State Trustee under the Unclaimed Monies Act. You are reminded to bank cheques immediately.
Better still, why not have us do your banking for you
Wouldn’t you prefer to have immediate access to your dividend payment? Your dividend payments can be credited directly into any nominated bank, building society or credit union account in Australia as cleared funds on dividend payment date – and we will still mail (or email if you prefer) you a dividend advice confirming your payment details.
Not only can we do your banking for you, but payment by direct credit eliminates the risk of cheque fraud.
Top 5 tips for Pro Medicus Limited investors visiting Link’s (our registry) website
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Bookmark www.linkmarketservices.com.au – to bookmark, click on ‘Favourites’ on the menu bar at the top of your browser then select ‘Add to Favourites’
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Create a portfolio for your holding or holdings and you don’t have to remember your SRN or HIN every time you visit
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Lodge your email via the ‘Communications Options’ and benefit from the online communications options Pro Medicus Limited offers its investors
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Check out the ‘FAQs’ page (accessible via the orange menu bar) for answers to frequently asked questions
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Use the ‘Client List’ page (accessible via the orange menu bar) to link to Pro Medicus Limited website and the website of the other Link clients in which you invest.
Contact Information
You can also contact the Pro Medicus Limited share registry by calling: 612 8280 7111 or Toll Free 1300 554 474
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Pro Medicus Limited
450 Swan Street, Richmond Victoria 3121 Australia T: 03 9429 8800 F: 03 9429 9455 E: [email protected] www.promedicus.com.au