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USCOM LIMITED — Annual Report 2011
Aug 30, 2011
65979_rns_2011-08-30_866523a2-b279-4611-b5ae-090bbb8c42d6.pdf
Annual Report
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Uscom Limited ABN 35 091 028 090
Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au
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Uscom Limited and its controlled entity ABN 35 091 028 090
ASX Preliminary final report – 30 June 2011
Contents
| Results for announcement to the market | 2 |
|---|---|
| Dividends per share | 2 |
| Net Tangible Assets per ordinary share | 2 |
| Status of audit | 2 |
| Commentary | 2 |
| Financial highlights | 2 |
| Annual Report | Attached |
The measure of life .
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Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au
Reporting period: Previous corresponding reporting period:
Financial year ended 30 June 2011 Financial year ended 30 June 2010
Results for announcement to the market
| Revenues from ordinary activities | down | 13.56% | to | $880,873 |
|---|---|---|---|---|
| Lossfrom ordinary activities after tax attributable to members |
up | 52.81% | to | $2,685,913 |
| Net Lossfor the period attributable to members |
up | 52.81% | to | $2,685,913 |
Dividends per Share
It is not proposed to pay a dividend.
Net Tangible Asset per Ordinary Share
| 30 | June | 2011 | 30 | June | 2010 | |
|---|---|---|---|---|---|---|
| NTA backing | c0.06 | c0.05 |
Status of audit
The accounts have been audited. The annual report, including the unqualified audit report modified for an emphasis of matter on going concern is attached.
Commentary
Refer to review of operations in 2011 Annual Report.
Financial highlights
| Revenues from ordinary activities | $880,873 |
|---|---|
| Loss from ordinary activities | $2,685,913 |
| Sales Revenue | $834,813 |
| Net operating cash consumption | $2,194,324 |
| Net increase in cash held | $749,112 |
| Cash held at end of the year | $2,125,156 |
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The measure of life .
ANNUAL REPORT / 2011
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Chairmans Letter 2 Review of Operations 3 Corporate Governance 4
Directors’ Report and Financial Statements
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CHAIRMANS LETTER
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To fellow shareholders
In an environment of volatile market conditions, healthcare reforms and significant challenges which the company faced with the termination of its major distributor during fiscal 2011, Uscom has emerged a stronger and more focused organisation. We are now executing a totally revamped business model to build on our underwhelming sales results to date. 2011 has been a year of regrouping after the collapse of our relationship with Spacelabs, the exclusive distributor for all markets except Asia Pacific. Our poor financial results can largely be explained by this factor.
2012 is therefore the year of generating sound sales results after regrouping from this significant impact to the business. The board has been reconfigured & reinvigorated with my appointment in January 2011 and the addition of a new independent director, Jochen Bonitz. Our appointments are designed to lead the way for the development of a new global distribution focus which mitigates the risk of a single distributor and turns around the company’s performance by a more professional and commercial focus to achieve growth and sustainability. The primary goal is to achieve a surge in sales activity which will produce a corresponding improvement in shareholder value. These things do not happen overnight as multiple new distributors need to be appointed and trained, and Uscom needs to improve its sales support and develop marketing programs to adequately assist them in the rollout of a new business model. The 3rd and 4th quarters of 2011 have been a time when most of these activities have been undertaken.
Importantly, the Company has spearheaded this new distribution approach with the appointment already of 6 new distributors in the North American market, 4 in Europe, 1 in South Africa, 1 in the Middle East and 2 in Latin America as well as enhancing its Asia Pacific distribution strategy with the appointment of a business development executive to drive sales results across this important high growth market.
In addition to laying these important distribution foundations we continue to leverage important technical, regulatory, reimbursement and related medical & scientific foundations which are being aligned to the implementation of the commercial distribution strategy. This scientific work is the main focus of the founder of the company and Chief Scientist, Mr Rob Phillips.
The Company is introducing what many in the medical profession would regard as a new concept in haemodynamics in the monitoring and management of the cardiac physiology of critical care patients. The Key Opinion Leaders (KOLs) who have supported us to date and new recruits we are adding to this esteemed group are located in many important geographies and their publications in world renowned medical journals continue to be seen as critical to securing broad acceptance by practitioners and end users.
A more commercially focused strategy in distribution must also take into account the environment in which the health care sector is operating and the austerity budgets that often compliment health care reform. It is therefore important to herald the significant cost advantages of what Uscom offers in helping hospital administrators and practitioners improve patient care at a lower cost to alternative procedures. We are therefore developing a sound medical economics analysis backed up by case studies to demonstrate the economic value that Uscom brings to the healthcare sector.
We continue to actively engage the market at tradeshows and symposiums and we are working up strategic relationships with buyer groups and hospital networks, leveraging our outstanding reference sites around the world. At the annual Med Assets Innovation & Technology Awards held in November 2010, a prestigious international event in the medical world, our USCOM 1A monitor was singled out as one of the top three devices “most likely to improve patient care and add efficiency to the recognised healthcare delivery process.”
In revamping the overall direction of the company to achieve sales results we undertook a private placement in December along with an SPP and raised over $3 million. This will provide us with runway to execute these strategies described above over the course of the coming fiscal year to begin to generate sales revenue that will move us closer to break even position.
I’d like to take this opportunity to thank all our shareholders for the belief you have had in the company to date and the board and management of Uscom look forward to communicating to you the fruits of our labour over the year ahead as we turn this business into a world leader in the medical devices industry.
Thank you. Phil Kiely Executive Chairman Uscom Ltd
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Uscom Limited / Annual Report 2011 / 2
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REVIEW OF OPERATIONS
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Capital: The Company completed a successful capital raise in January 2011 with $3.096m raised through a private placement and SPP. The funds will contribute to working capital and be used primarily to execute the global distribution plans to improve unit sales. Share trading was extremely thin with 1,099,690 shares transacted for $331,257 at an average price of 31 cents and a range of 20 to 42 cents.
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Global distribution model: The exclusive distribution agreement with Spacelabs terminated in December 2010. Pacific Medical Systems (PMS) continued to operate as a master distributor in Asia (excluding Japan and India). The US market continues to be targeted as the most important and dominant market and we have completely revamped the manner in which we are proposing to go to market. Predominantly it will be distributor led who have exclusive territories in defined regions. As well we are embarking on a tandem strategy to work with the Independent Integrated Networks (IDNs) which make up some of the largest hospital groups in the US. New distributors were appointed in North America during the first six months of the calendar year including Medical Dynamics, Provider Enterprises, Inspired Medical Systems, Bell Medical, Castor & Braemed (Canada). Also appointed were Genesys (UK), Prohisa (Spain), Vok Medical (Russia), Dutchmed ( Eastern Europe), Respiratory Health Care (South Africa). These distributors were selected after a review of their key contacts within hospitals and ability to drive revenues for the sale of U which would form a not insignificant component of their total revenues.
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Financials: Revenues for the year were $834,813 which is similar to the previous year. Cost of goods sold was also aligned with the previous year. The major reason the reported loss was 42% increase over the previous year is that the company expensed options granted to the incoming board members of $330,000 and there was an increase of $476,880 for sales and marketing costs over the previous year was booked to kick start our new global distribution model.
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Development: Research and Development continues to improve the monitor and its IP with progress made in transducer developments, general maintenance and database improvements, improved intuitive user interfaces, interfaces to EMR developments, portability. Partnership opportunities are also being explored for joint developments. The company continues to receive a R&D grant for work undertaken which in the financial year amounted to $344,896
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Personnel: Total staff at commencement of year: 12; at end of year: 12 Personnel hired were mainly in the sales and distribution area with the appointment of a North American sales manager, a clinical staff member to support training and new installations, a business development manager for Asia Pacific. These staff replaced outgoing staff in UK, US and Australia.
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Science: Much progress has been made to reduce the volumes of published papers and medical evidence to support the sales and marketing strategies. This has involved extracting key highlights of documented studies and distilling it into supportive representations by Uscom to address clinical needs. The company also released OXYCOM in the US during the year and also co-ordinated an emerging global study on the utility of Uscom in Paediatrics following the global Paediatric Critical Care conference in Sydney.
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Regulatory: Uscom has successfully completed the regulatory requirements for the major markets we intend selling into. With the exploration of new channel partners in Japan we are investigating renewing our permits there.
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Reimbursement: The Company is reviewing reimbursement codes in different territories to ensure these do not provide hurdles to successful sales campaigns.
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Prospects & Risks: Over 200 opportunities are logged into the Sales force system at the close of the year. This represents the strongest sales pipeline the company has had for some time. Securing such sales of Uscom monitors however in an increasingly difficult healthcare environment is made all the more difficult with pressure on capital budgets which can extend lead times. Whilst the clinical adoption is paramount and often reliant upon successful clinical evaluations and outcome studies, a successful closure rate can be impacted by these budgetary constraints. The company is focusing on health economics as well as innovative” lease to buy “arrangements as a means to counter such challenges.
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An additional risk is the strength of the Australian dollar. The company is being vigilant to adopt a soft hedging approach by only converting minimal funds from weak currency markets to Australia to pay for Australian expenses if and when required.
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Uscom Limited / Annual Report 2011 / 3
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CORPORATE GOVERNANCE STATEMENT
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As from previous annual reports, Uscom is committed to continuing its high standards of corporate governance. Effective Corporate Governances aids the company to set and achieve its objectives. Once again, our reviewed Governance Statement for 2010/2011 outlines our policies and practices by reference to the principles of good corporate governance and Best Practice Recommendations published by the ASX Corporate Governance Council.
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1: Establish the functions reserved to the board and those delegated to senior executives and disclose those functions.
The Board has adopted a charter that sets out the responsibilities reserved by the Board, those delegated to the Chief Executive Officer and those specific to the chairman.
Recommendation 1.2: Disclose the process for evaluating the performance of senior executives. The Chief Executive Officer, Chief Financial Officer and General Manager attend the scheduled board meetings and present progress against Company goals and objectives. The board assesses performance against the goals and objectives on a regular basis at these meetings. The Company conducts annual performance appraisals of all employees.
Recommendation 1.3: Provide the information indicated in the Guide to reporting on Principle 1. Performance evaluation for Senior Executives has taken place in the reporting period and it was in accordance with the process disclosed.
Principle 2: Structure the board to add value
Uscom Ltd has the services of a Board with a wide range of professional experience in fields such as science, medicine, marketing and international business. Refer to Directors Report page 8.
Recommendation 2.1: A majority of the board should be independent directors.
The Board consists of four members, two of whom are Non-Executive Directors. The Company takes the view that the two Non-Executive Directors are also Independent Directors. In the interests of transparency, the Company discloses relationships or business associations which may impact a person’s own interpretation of the definition of independent. The Company’s non-compliance with this recommendation is due to the small size and nature of the business.
Recommendation 2.2: The chairperson should be an independent director.
The Chairman of Uscom Ltd, Mr Phil Kiely provides executive consulting in the area of sales and marketing. The Company’s non-compliance with this recommendation is based on small size and nature of the business and limiting expenditure is in the interests of stakeholders.
Recommendation 2.3: The roles of chairperson and chief executive officer should not be exercised by the same individual.
The chairperson is Mr Phil Kiely and Mr. Rob Phillips is acting Chief Executive Officer.
Recommendation 2.4: Establish a nomination committee.
The Company believes that a nomination committee is not necessary at this stage of the Company’s development. Issues relating to board membership will continue to be overseen by the full board. The Company believes this to be justified given the relatively small size of the board (four members) and that significant growth in the number of Directors is not envisaged in the medium term.
Recommendation 2.5: Disclose the process for evaluating the performance of the board, its committees and individual directors.
Directors performance is evaluated through their contribution and attendance at all Board meetings. Being a small Board (four members) all Directors are actively involved in the strategic planning and goal setting of the Company.
Recommendation 2.6: Provide the information indicated in the Guide to reporting on principle 2.
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The skills, experience and expertise relevant to the position of Director held by each director in office (Refer to Directors’ Report)
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The names of the Directors considered by the Board to constitute Independent Directors and the Company’s materiality threshold can be found in the Directors’ Report.
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All Company Non-Executive Directors are considered independent, notwithstanding the existence of relationships stated in the Guide.
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Refer to the Directors’ Report for the term of office held by each Director in office.
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Uscom Limited / Annual Report 2011 / 4
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CORPORATE GOVERNANCE STATEMENT continued
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The Company believes that a nomination committee is not necessary at this stage of the Company’s development therefore does not hold nomination meetings.
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A statement detailing the procedure agreed by the Board for Directors to take independent professional advice at the expense of the Company can be found in the Remuneration Report.
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A formal performance evaluation for the Board, its committees and Directors has not taken place in the reporting period however performance is measured as described in 2.5.
Principle 3: Promoting ethical and responsible decision-making
Recommendation 3.1: Establish a code of conduct to guide the Directors, the Chief Executive Officer and other key Executives as to:
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The practices necessary to maintain confidence in the Company’s integrity.
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The practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders.
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The responsibility and accountability of individuals for reporting and investigating reports of unethical practice.
The Company has developed a Code of Conduct for Directors, management and staff, underlining the Company’s commitment to high ethical standards in the conduct of the Company’s business. The board of Directors is responsible for ensuring the Company’s compliance with the Code and the good and fair management of reports of any breaches.
For detailed Code of Conduct refer to Uscom Corporate Governance Documentation on the Company website.
Recommendation 3.2: Establish a policy concerning trading in Company securities by Directors, Senior Executives and employees, and disclose the policy or a summary of that policy.
The Company has adopted a policy in relation to share trading, which applies to all staff, management and Directors, members of their families and any trust or family companies in which they may have an interest.
The policy is included in the Company’s Code of Conduct. Refer to Uscom Corporate Governance documentation on the Company website.
Recommendation 3.3: Provide the information indicated in the Guide to reporting on Principle 3. Refer to Uscom Corporate Governance Documentation on the Company website.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1: Establish an audit committee.
The Board has established an audit and risk committee.
Recommendation 4.2: Structure the audit committee so that it consists of only non-executive directors; a majority of independent directors; an independent chairperson, who is not chairperson of the board; at least three members.
The Company has appointed an audit and risk committee, responsible for reporting to the full board on issues relating to the Company’s financial information and a regular review of the Company’s risk environment.
The committee is made up of two members with both of them being independent Directors and has an independent director as chairman. It was considered appropriate for the size of the Company. The audit and risk committee will meet at least three times per year.
Recommendation 4.3: The audit committee should have a formal charter. The audit and risk committee operates according to a formal charter.
Recommendation 4.4: Provide the information indicated in the Guide to reporting on Principle 4. The audit and risk committee charter is included in the Uscom Corporate Governance Documentation on the Company website.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1: Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.
The Company has produced and adopted a disclosure policy, which has been communicated to all Directors, managers and employees.
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Uscom Limited / Annual Report 2011 / 5
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CORPORATE GOVERNANCE STATEMENT continued
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Recommendation 5.2: Provide information indicated in the Guide to reporting on Principle 5. Refer to the Uscom Corporate Governance documentation on the Company website.
Principle 6: Respect the rights of shareholders
Recommendation 6.1: Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.
Uscom Ltd is committed to keeping shareholders fully informed of significant developments and activities at the Company.
The Company’s primary communications tool is its website, and all announcements are posted on the site, immediately after they are released to the ASX through the appropriate electronic publication procedure.
Where information may be provided to market analysts or the media which is materially incremental to the announcements already published, this information would be treated as an announcement and published accordingly.
All announcements, dating back to May 2001, remain available on the website.
In addition, the website provides an “Investors” section, where more detailed information is available, including access to all of the Company’s financial statements and the delayed share trading data produced by ASX.
Shareholders are encouraged to actively communicate with the Company through contact details provided on the website.
The Company also encourages shareholders to participate in the annual general meeting.
Ample notice of this meeting will be provided. All documents and presentations delivered to the annual meeting will be posted immediately on the Company website.
Recommendation 6.2: Provide the information indicated in the Guide to reporting on Principle 6. Refer to the Uscom Corporate Governance documentation on the Company website.
Principle 7: Recognise and manage risk
Recommendation 7.1: Establish policies for the oversight and management of material business risks and disclose a summary of those policies.
The Company has appointed an audit and risk committee, which is charged with oversight of the Company’s risk profile. The committee assesses the adequacy of the Company’s control and risk environment, including accounting, financial and operating controls and the appropriateness of its accounting policies and practices. The committee manages a dynamic checklist of potential risk components and reviews each component during the course of a year.
Recommendation 7.2: Require management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks.
Management has reported to the board as to the effectiveness of the Company’s management of its material business risk.
Recommendation 7.3: Disclose whether it has received assurance from the Chief Executive Officer (or equivalent) and Chief Financial Officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
The Chief Executive Officer and the Chief Financial Officer, who supervise financial and accounting matters, are required to sign off on the Company’s accounts, as recommended.
Recommendation 7.4: Provide the information indicated in the Guide to reporting on Principle 7. Refer to audit and risk committee charter included in Uscom Corporate Governance on the Company website.
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Uscom Limited / Annual Report 2011 / 6
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CORPORATE GOVERNANCE STATEMENT continued
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Principle 8: Remunerate fairly and responsibly
Recommendation 8.1: Establish a Remuneration Committee. Given the relatively small size of the Uscom board, the Company does not currently see the need for a separate remuneration committee.
Uscom Ltd has adopted a remuneration policy based on performance and contribution.
Recommendation 8.2: Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives. For further information see Remuneration Report from pages 10 to 15.
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Uscom Limited / Annual Report 2011 / 7
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The Dire c tors present t heir report o n Uscom Ltd a nd its Controlled Entity for the financial y ear ended 3 0 June 2011.
Direct o rs
The follo w ing persons were Directo r s of Uscom L t d during the w hole of the f i nancial year a nd up to the date of this repo r t.
Mr P Kiel y Executive Chairman (Ap p ointed on 22[n] [d] December 2010) Mr R A P h illips Executive Director Mr B Rat h ie Non-Exec u tive Director Mr J Bonitz Non-Exec u tive Director (Appointed on 4[th] January 20 1 1) Mr R Zw o lenski Non-Exec u tive Director (Resigned on 2 2[nd] December 2 010)
Direct o rs’ qualifi c ations and experien c e
Mr Phil K iely Mr Kiely is the Executi v e Chairman f o r Uscom Ltd since 10th of J anuary 2011. Mr Kiely hol d s a Bachelor o f Commer c e/Law degre e from the University of NS W . Phil Kiely has over 25 y e ars in the IC T sector working in leading global comp a nies most re c ently establishing an investme n t company, M atrix Capital Corporation, which has de v eloped and c ommercialis e d innovative p roduct & services o rganisations. Prior to Matrix Phil spent s e ven years at O racle Corporation, the w o rld’s largest d atabase compan y . His last role at Oracle was as Vice Presi d ent Oracle O nline, Asia Pacific. Prior to j oining Oracl e , Phil was one of th e pioneers of IT outsourcin g in Australia. He held posi t ions as General Manager, C ontinuum A u stralia later acq u ired by CSC a nd General M anager, Co m putations.
Mr Rob P hillips
Rob Phill i ps is the founder of Uscom Ltd, the Chi e f Executive Officer, Executi v e Director a n d Chief Scie n tist of the Compan y . Rob has 8 y e ars experien c e as Executi v e Chairman o f the Compa n y, having tak e n the Comp a ny to IPO in 2003, a nd has over 2 0 years in executive corpor a te manage m ent. The Co m pany receive d the Frost and Sullivan Global E n tropolis Awa r d for the Em e rging Medic a l Device Co m pany of the Y ear in 2007. H e has a Mast e r of Philosop h y in Medicin e from The University of Qu e ensland and is currently c o mpleting his PhD. He is an Australia n Post Gradu a te Award recipient and wa s a finalist in t h e Time-CNN World Healt h and Medicine Technol o gy Awards in 2004. Rob ha s pioneered n o vel clinical a p proaches to cardiovascular assessment having authored over 30 pate n ts and paten t applications and is an int e rnationally re c ognised tea c her and exa m iner in the field o f echocardiography.
Mr Bruc e Rathie
Mr Rathi e is a Non-Ex e cutive Direct o r of Uscom L t d. He holds d egrees in law, commerce a nd business a nd has consider a ble experien c e as a lawyer having practiced as a solic i tor and partner in a major B risbane based legal firm and t hen as Senio r in-house Co u nsel to Bell R esources Limited from 198 0 to 1985 in a g gregate. He studied for his M B A in Geneva and then we n t into invest m ent banking in 1986 which subsequently took him to N ew York for over 2 years returni n g to Sydney in 1990. He s p ent the 90's in investment b anking in Sy d ney, the last 5 years as a Director of Investme n t Banking at S alomon Brothers/ Salomo n Smith Barn e y where he w a s responsibl e for the firm's activities/ roles i n the industri a l sector and t h e Federal G o vernment's privatisation o f Qantas, Commo n wealth Bank (CBA3) and T e lstra (T1). Mr R athie curren t ly holds boar d positions wi t h a number o f Australia n companies.
During t h e past three y ears Mr Rathie held senior positions of t h e following listed compan i es: • Com p umedics Lim i ted Non-Exec u tive Director October 2004 – Dece m ber 2006 • Data D ot Technolo g y Limited Non-Exec u tive & Chair m an & OctobDecemb ee r 2006 – Janr 2009 - pres u ent ary 2009 • Ante o Diagnostics Limited Chairman a nd Non-Exe c utive Director July 200 6 – August 20 0 9 • Calza d a Limited Non- Executive Directo r April 2010 - present • Mun g ana Goldmin e s Limited Non- Executive Directo r October 2010 - prese n t Mr Rathi e is a member of the Audit a nd Risk Com m ittee.
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scom Limited
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Annual Repo
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t 2011 / 8
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Mr Joch e n Bonitz Mr Bonit z is a Non-Ex e cutive Direct o r of Uscom L t d and holds a Bachelor of S cience degr e e from the U n iversity of NSW a nd a MBA fr o m the Australian Graduate School of Management. Mr Bonit z is a former D irector at KP M G Corporat e Finance wit h over 20 year s experience i n the technology sector spanning a career in programming, consul t ing and Mergers & Acquisi t ions advisory . Having f o cused initiall y in the technical field and c onsulting at L ogica and IB M , Mr Bonitz s tarted and d e veloped a communication com p any which h e merged into Pacnet wher e he was then the CEO for t h e Australian subsidiar y . He later worked with the Commonwealth Bank and a t KPMG as a corporate M & A adviser with a specific f o cus on the I C T and teleco m s sectors. M o st recently h e has been o n the directio n panel for th e Federal Government’s National Broadband N etwork (NB N ). Mr Bonit z is a member of the Audit a nd Risk Com m ittee.
Mr Rom a n Zwolenski ( Resigned on 22 Decemb e r 2010) Mr Zwol e nski was a N o n-Executive D irector of Us c om Ltd until 2 2 December 2010. He has more than 12 years experien c e as a non-e x ecutive Director of a num b er of ASX list e d biotech companies and w as Chairma n of Anadis Limited. After g raduating fr o m the Univer s ity of New S o uth Wales wi t h a BSc in bi o sciences, Mr Zwolenski worked f o r 16 years in s enior executive positions w ith internati o nal biomedic a l and pharm a ceutical com p anies including Roche in Au s tralia, the UK and Switzerla n d. This was f o llowed by 8 y ears as the C hief Executiv e Officer of two A S X listed biot e ch companie s .
During t h e past three y ears Mr Zwol e nski held se n ior positions o f the followi n g listed com p anies: • Ambri Ltd Non-Executive Director Septe m ber 2003 – O c tober 2004 M anaging Director / Chief E x ecutive Offic e r Octob e r 2004 – May 2 007 • Anad i s Ltd Non-Executive Director Septe m ber 2002 – J u ne 2008 Mr Zwol e nski was a m e mber of the A udit and Ris k Committee u ntil 22 Dece m ber 2010.
Company Secretary’s qualifications an d experience
Mr Dani e l Fah
Mr Fah is the Compan y Secretary and Chief Finan c ial Officer of Uscom Ltd. M r Fah has ext e nsive experi e nce develop e d in a variety of industries in Australia, U n ited Kingdo m and North A merica and b rings a wealt h of commer c ial and intern a tional expertise to the Co m pany’s man a gement tea m . He has a B a chelor of Business Studies D egree, and is a member of the Institute o f Chartered A ccountants o f Australia.
Meetings of Dire c tors
| Directors | Boa rd of |
Directo | rs | Audit and Ri sk Committee |
Audit and Ri sk Committee |
|---|---|---|---|---|---|
| Me etings held w hile |
No. | of meetings |
Meetings held while a |
No. ofm eetings |
|
| a Director | a ttended |
D irector |
atten ded |
||
| R A Phillip s |
16 | 16 | - | - | |
| P Kiely * | 6 | 6 | - | - | |
| B Rathie | 16 | 16 | 3 | 3 | |
| J Bontiz* * |
6 | 6 | 2 | 2 | |
| R Zwolen ski *** |
10 | 10 | 2 | 2 |
- Appoint e d on 22[nd] Dec e mber 2010
** Appoin t ed on 4[th] Janu a ry 2011 *** Resigned on 22[nd] Dec e mber 2010
Princip a l activitie s
Uscom L t d is engaged in the development, desig n , manufacture and marketing of non-in va sive cardiac monitori n g devices. U s com Ltd ow n s a portfolio o f intellectual property rela t ing to the te c hnology and techniqu e s associated with these devices and ma n ages a worldwide network of distributio n partners for the sale of its equipment to ho s pitals and ot h er medical c a re locations. Uscom Ltd o w ns 100% of Uscom, Inc. a company engaged in the sale a n d promotion o f USCOM d e vices primarily in the Unite d States.
Operating result
The loss o f the Consolidated Entity a fter providin g for income tax amounted to $2,685,913 (2010: $1,757,677)
Divide n ds No divid e nds were de c lared or reco m mended fo r the financial y ear ended 3 0 June 2011.
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Signifi c ant chang e s in state of affairs
In Dece m ber 2010, the exclusive dis t ribution agre e ment for the in hospital s e ctor with US b ased Spacel a bs expired. S ince then th e Company h a s taken a ne w distribution a pproach with the appoint m ent of 6 new distribut o rs in the Nor t h American m arket, 4 in Europe, 1 in So u th Africa, 1 in the Middle E a st and 2 in L a tin America a s well as enhancing its Asi a Pacific distri b ution strate g y with the ap p ointment of a business develop m ent executiv e to drive sales results acro s s this import a nt high grow t h market.
Operating and fi n ancial review
The operating and fin a ncial review i s stated on page 3 of this r e port.
Post b a lance dat e events
No matt e r or circumst a nce has arise n since the e n d of the financial year to the date of this report, that has significa n tly affected or may signific a ntly affect th e activities of t he Consolidated Entity, th e results of th o se activities or the state o f affairs of the Consolidate d Entity in the ensuing or a n y subsequen t financial yea r .
Future developm e nts
Other th a n the busine s s activities d e scribed in th e annual repo r t and, in particular, those m atters discus s ed in the Review o f Operations, the Board is n ot aware of a n y likely developments in t h e foreseeabl e future whic h may materiall y impact on t h e financial outlook of the C onsolidated E ntity.
Enviro n mental issues
The Con s olidated Enti t y’s operations are not subj e ct to signific a nt environm e ntal regulati o n under the l a w of the Commo n wealth and S t ate.
Indem n ifying offi c ers
The Con s olidated Enti t y has paid pr e miums to in s ure all Direct o rs and Executives against liabilities for c o sts and expense s incurred by them in defen d ing any lega l proceedings arising out o f their conduc t while acting in the capacity o f Director of the Compan y , other than c o nduct involving a wilful br e ach of duty i n relation to t h e Compan y .
Procee d ings on behalf of th e Consoli d ated Entit y No pers o n has applie d to the Court under sectio n 237 of the C o rporations A c t 2001 for le a ve to bring proceedi n gs on behal f of the Consolidated Entity , or to interve n e in any pro c eedings to w h ich the Consolidated Entity is a party, for th e purpose of t a king respon s ibility on beh a lf of the Con s olidated Entity for all or p a rt of those pr o ceedings.
No proc e edings have b een brought or intervene d in on behalf of the Consolidated Entity w ith leave of t he Court under se c tion 237 of t h e Corporatio n s Act 2001.
Non-a u dit servic e s
The Con s olidated Enti t y may decid e to employ the auditor on a ssignments additional to t h eir audit duties where the audit o r’s expertise and experience with the C o nsolidated Entity are imp o rtant. During t h e year, $2,00 0 was paid to P KF Chartere d Accountant s & Business A dvisers for n o n-audit servi c es and $2,409 w a s paid to PK F California fo r tax consulting services pr o vided to the C onsolidated Entity.
Refer to n ote 25 of the financial stat e ments on pa g e 40 for det a ils of auditors’ remuneration. The audi t or’s indepen d ence declaration under se c tion 307C of the Corporation Act is set o ut on page 16 and forms pa r t of the Direc t ors’ Report.
Remun e ration re p ort
This rem u neration rep o rt has been p repared by t h e Directors of Uscom Ltd t o comply wit h the Corpora t ions Act 2001 and the key man a gement pers o nnel (KMP) d isclosures re q uired under A ustralian Acc o unting Stan d ards AASB 12 4 – Related P a rty Disclosur e s.
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Key m a nagement personne l
The follo w ing were ke y management personnel o f the Entity at the start of the financial ye a r to the date of this report unless otherwis e stated: Non-Executive Directors Bruce Ra t hie, Non-Executive Direct o r Jochen Bonitz, Non-E x ecutive Direc t or (appointe d on 4[th] January 2011) Roman Z w olenski, No n -Executive Director (resign e d on 22[nd] D e cember 2010)
Executiv e Directors Phill Kiel y , Executive C h airman (app o inted on 22[n] [d] December 2 0 10) Rob Phill i ps, Executive Director
Senior E x ecutives
Daniel F a h, Chief Fina n cial Officer, C ompany Sec r etary Nick Schicht, General M anager Ali Hugh e s-Jones, Ma r keting Execu t ive, Europe (resigned on 1 0 th December 2010) Deb Joh n son, VP Mar k eting and Gl o bal Distributi o n
In the Di r ectors’ opini o n, there are no other Exec u tives of the Entity.
Remun e ration po l icies
The Boar d is responsi b le for reviewi n g the remun e ration polici e s and practic e s of the Con s olidated Entity, including the compen s ation arrangements of Exe c utive Directors, Non-Exec u tive Director s and Senior E xecutives.
The Con s olidated Enti t y has adopted remunerati o n policies ba s ed on perfor m ance and c o ntribution fo r determining the natur e and amount of emolume n ts of Board M ember and S e nior Executi v es. The obje c tive of these policies is to:
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Make Uscom Ltd a n d its Consoli d ated Entity an employer o f choice
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Attra c t and retain t h e highest calibre personn e l
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Enco u rage a cultur e of reward for effort and c o ntribution
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Set incentives that r eward short a nd medium term perform a nce for the C o nsolidated E ntity
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• Enco u rage profess i onal and per s onal development
In the ca s e of Senior E x ecutives, a r e commendati o n for compe n sation revie w will be mad e by the Chair m an to the Boar d , which will c o nduct a perf o rmance revi e w.
Non-E x ecutive Directors
The Boar d determines the Non-Exe c utive Directo r remuneration by indepen d ent market d ata for comp a rative Companies.
As at the date of this r e port the maximum aggregate remuneration payable o ut of the fun d s of the Enti t y to NonExecutiv e Directors of t he Consolid a ted Entity for their services as Directors including thei r service on a committ e e of Director s is $165,000 p er annum.
Non-Exe c utive Directors’ base fees a re presently $ 35,000 per a n num. Non-E x ecutive Dire ct ors do not r e ceive any performance related r e muneration, t herefore the y do not recei v e bonuses or non-cash be n efits.
Non-Exe c utive Directors’ retirement payments ar e limited to c o mpulsory em p loyer superannuation. Execut i ve Direct o rs and Senior Execut i ves remuneration
The Con s olidated Enti t y’s remunera t ion policy directs that the r emuneration package app r opriately refl e cts the Executiv e s’ duties and responsibiliti e s and that re m uneration l e vels attract a n d retain high calibre Executives with the skills necessary to s uccessfully manage the C o nsolidated E n tity’s operati o ns and achie v e its strategi c and financial o bjectives.
The total remuneratio n packages of Executive Dir e ctors and Senior Executiv e s are on a salary basis. In addition to base salary, the Comp a ny has a poli c y of rewardi n g extraordin a ry contribution to the gro wt h of the Co m pany with the grant of an annual discretionary c ash bonus a n d options un d er the Cons o lidated Entit y ’s Employee S hare Option Plan.
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Executiv e s are also en t itled to be paid for their re a sonable trav e l, accommo d ation and ot h er expenses incurred in consequ e nce in the execution of du t ies.
Other th a n the Uscom Ltd Employe e Share Optio n Plan, the C o nsolidated E n tity does not provide any o ther noncash ben e fits in lieu of base salary t o Executives.
- Remuner a tion packag e s for Executi v e Directors a n d Senior Executives gener a lly consist of three components: • Fixed remuneratio n which is ma d e up of cash s alary, salary s acrifice components and s u perannuatio n • Short term incentiv e s • Long term incentiv e s which include issuing op t ions pursuan t to the Usco m Ltd Employ e e Share Option Plan.
Fixed re m uneration
Senior E x ecutives who possess a high level of skill and experie n ce are offere d a competiti v e base salary . The performance of each Executive will b e reviewed a n nually. Follo w ing the review, the Conso l idated Entity may in its sole disc r etion increas e the salary b a sed on that E xecutive’s performance, pr o ductivity an d such other m atters as the Boar d considers relevant. Super a nnuation co n tribution by the Consolida t ed Entity is li m ited to the statutory level at 9 % of wages a n d salaries.
Short-te r m incentives
The rem u neration of Uscom Ltd Senior Executive s does not inc l ude any shor t -term incenti v e bonuses a s part of their em p loyment con d itions. The B o ard may ho w ever approve discretionary bonuses to E xecutives in r e lation to certain milestones bei n g achieved.
Long-term incentives The Con s olidated Enti t y has adopted a Share Op t ion Plan for t h e benefit of E xecutive Dir e ctors, full-time and part-tim e staff membe r s employed b y the Consol i dated Entity.
In accordance with the employee o p tion plan, op t ions issued u n der the employee option p lan, have an exercise price based on 85% of the average A SX closing p r ice for the 5 d ays prior to o ffer/accepta n ce of the options. Each option is issued for a period of 4 ye a rs, which vest 25% in tranc h es througho u t the period.
An Exec u tive Share O p tion Plan has been develo p ed for appro v ed participa n ts.
Options w ere issued a n d vested to M r Philip Kiel y and Mr Joch e n Bonitz at a n EGM held o n the 10th of February 2011 wit h the followin g fixed exercise prices:
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1,100,00 0 at an exercis e price of $0. 7 5 per option
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1,100,00 0 at an exercis e price of $1. 0 0 per option
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1,100,00 0 at an exercis e price of $2. 0 0 per option 1,100,00 0 at an exercis e price of $3. 0 0 per option
The Boar d , at its discr e tion, may ap p rove the issu e of options under the Employee Share O ption Plan a n d the Executiv e Share Optio n Plan to Senior Executives . The vesting o f options iss u ed may be c o nditional up o n the achieve m ent of perfor m ance hurdle s determined by the Board from time to t ime. The Bo a rd may prop o se the issue of o ptions to Dir e ctors, howev e r this will be s ubject to sh a reholder app r oval at the A n nual Genera l Meeting.
Indepen d ent data fro m applicable s o urces may b e requested b y the Board t o assess whet h er the perfo r mance hurdles have been me t .
Servic e agreeme n ts
- The Con s olidated Enti t y has entere d into service a greement wi t h the Chairman that • Outli n es the comp o nents of remuneration pa y able; and • Speci f ies term and termination c o nditions.
Details o f the service agreement are as follows:
Term
The Executive Employ m ent Agreements are for a term of 3 yea r s. The term of employmen t may be extended by the Cons o lidated Entit y after the ex p iration of th e initial 3 year t erm.
Each Executive may n o t, during the t erm of the e m ployment a g reement, per f orm work for any other pe r son, corporation or busines s without the prior written c onsent of th e Consolidate d Entity.
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Due to t h e small num b er of Executi v es the remun e ration com m ittee comprises the Board o f Directors w hich is made up of two non E x ecutive Dire c tors. Referen c e is made to external mar k et informatio n in order to r e tain the most suitable Executiv e s for meetin g the entity’s g oals. Executi v e Directors are excluded f r om discussions on their remuneration. Th e remunerati o n of key Exe c utives are no t linked with t h e Consolidat e d Entity’s performance as the fo c us is on rete n tion of key E x ecutives to e n sure growth a nd traction i n what is a ne w market. Th e Board of Directors will consider linking execu t ive remunera t ion to Cons o lidated Entity’s performan c e once the Consolid a ted Entity has sufficient m a rket traction.
Termina t ion
Despite a nything to th e contrary in the agreemen t , the Consoli d ated Entity o r the Executi v e may terminate the employ m ent at any ti m e by giving t h e other party 3 months no t ice in writing.
If either t h e Consolida t ed Entity or t h e Executive g ives notice of termination, the Consolid a ted Entity m a y, at its discretio n , choose to t e rminate the E xecutive’s e m ployment immediately or a t any time d u ring the noti c e period and pay t he Executive an amount e q ual to the sal a ry due to th e m for the residual period o f notice at th e time of terminati o n.
Where the Executive gives less than 3 months wri t ten notice, the Consolidat e d Entity may w ithhold fro m the Executiv e ’s final paym e nt an amoun t equal to the shortfall in th e notice period.
The emp l oyment of each Executive m ay be termi n ated immediately without n otice or pay m ent in lieu in the event of any se r ious or persi s tent breach of the agreem e nt, any serio u s misconduc t or wilful neg l ect of duties, in the event of b ankruptcy or any arrange m ent or comp e nsation bein g made with c reditors, on c o nviction of a criminal offence, p ermanent in c apacity of th e Executive o r a consistent f ailure to carr y out duties in a manner satisfactory to the C o nsolidated E n tity.
| Directo rs and Exe cutives |
Directo rs and Exe cutives |
rem uneration |
rem uneration |
|||||
|---|---|---|---|---|---|---|---|---|
| Remunera tion includes salaries, |
bene fits and supe rannuation co ntributions in respect of th e financialyea r |
2011. | ||||||
| Short termb enefits |
Post emplo benefi yment ts |
Equity | Total remuneratio n |
|||||
| Dir Ba ectors’ se Fee |
Base sa lary |
Oth paymen er ts |
Superann uation |
Share-b pay based yment |
% of tot al |
|||
| $ | $ | $ | $ | $ | $ | |||
| Non-Exe cutive Direct or |
||||||||
| R Zwolen ski(to 22 Dec 2010 ) |
17 ,500 |
- | - | 1,575 | - | - | 19,07 5 |
|
| B Rathie | 35 ,000 |
- | - | 3,150 | - | - | 38,15 0 |
|
| J Bonitz(f rom 4 Jan 2011) |
- | - | - | - | 29 ,440 |
100.0% | 29,44 0 |
|
| Executive Director |
||||||||
| R Phillips | - | 155,0 00 |
- | 1 3,950 |
- | - | 168,95 0 |
|
| P Kiely (fro m 22 Dec 2010) |
- | - | 108,000 (1) |
- | 294 ,400 |
73.2% | 402,40 0 |
|
| Senior Ex ecutive |
||||||||
| D Fah | - | - | 65,994 (2) |
- | 1 ,297 |
1.9% | 67,29 1 |
|
| N Schicht | - | 157,9 00 |
- | 1 4,211 |
2 ,594 |
1.5% | 174,70 5 |
|
| A Hughes -Jones(to 10 |
De c 2010) |
- | 43,0 80 |
- | 2 3,101 |
- | - | 66,18 1 |
| D Johnso n |
- | 143,1 74 |
13,41 2 |
- | - | - | 156,58 6 |
|
| Total | 52 ,500 |
499,1 54 |
187,40 6 |
5 5,987 |
327 ,731 |
- | 1,122,77 8 |
(1) Paym e nts were made to E c rucis Pty Ltd for the services provided b y Mr Kiely. (2) Paym e nts were made to C F O Strategic Charte r ed Accountants for t he services provide d by Mr Fah.
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Direct o rs and Ex e cutives re m uneratio n
Remuner a tion include s salaries, ben e fits and sup e rannuation c o ntributions i n respect of the financial ye a r 2010.
| Short termb enefits |
Short termb enefits |
Post emplo benefi yment ts |
Equity | Total remuneratio n |
||||
|---|---|---|---|---|---|---|---|---|
| Dir Ba ectors’ se Fee |
Base sa lary |
Oth paymen er ts |
Superann uation |
Share-b pay based yment |
% of tot al |
|||
| $ | $ | $ | $ | $ | $ | |||
| Non-Exe cutive Direct |
or | |||||||
| R Zwolen ski |
20 ,417 |
- | - | 17 ,733(1) |
1 ,133 |
2.9 % |
39,28 3 |
|
| B Rathie | 35 ,000 |
- | - | 3,150 | 1 ,133 |
2.9 % |
39,28 3 |
|
| Executive Director |
||||||||
| R Phillips | - | 155,0 00 |
- | 1 3,950 |
1 ,133 |
0.7 % |
170,08 3 |
|
| P Butler(t o 31 Dec 2009) |
- | 119,7 60 |
- | 7,650 | 680 | 0.5 % |
128,09 0 |
|
| Senior Ex ecutive |
||||||||
| D Fah | - | - | 51,367 (2) |
- | 3 ,463 |
6.3 % |
54,83 0 |
|
| N Schicht | - | 158,4 00 |
- | 1 4,211 |
7 ,605 |
4.2 % |
180,21 6 |
|
| A Hughes -Jones |
- | 99,3 95 |
- | 1 3,338 |
566 | 0.5 % |
113,29 9 |
|
| D Johnso n(from 1 Feb 2010) |
- | 63,7 61 |
5,80 4 |
- | - | - | 69,58 5 |
|
| Total | 55 ,417 |
596,3 16 |
57,17 1 |
7 0,032 |
15 ,713 |
- | 794,64 9 |
(1) $14,583 of Directors’ fees was sacrificed to post em p loyment benefit during FY2010.
(2) Payments w ere made to CFO S trategic Chartered A ccountants for the services provided by Mr Fah.
Emplo y ee Share O ption Pla n
The Con s olidated Enti t y has adopted an Employ e e Share Opti o n Plan for th e benefit of E x ecutive and N onExecutiv e Directors an d full-time or p art-time staf f members e m ployed by th e Consolidat e d Entity. At t h e date of this Rep o rt the followi n g options ha d been issue d pursuant to t he Employee Share Optio n Plan. Each o p tion was issued fo r a period of 4 years and vest in tranches of 25% after 9 months, 12 m onths, 24 m o nths and 36 m onths.
Exercise p rice is based on 85% of th e average AS X closing pric e for the 5 da y s prior to off e r/acceptance of the options, in accordance with the Em p loyee Share O ption Plan.
An Exec u tive Share O p tion Plan has also been de v eloped to provide approv e d participan t s further ince n tive in their per f ormance for the Consolida t ed Entity an d an opportunity to acquire an ownership interest in th e Consolid a ted Entity.
| Numbe r of option s over |
Numbe r of option s over |
Numbe r of option s over |
ord inary |
share s held |
byD irectors a nd Senior |
byD irectors a nd Senior |
Executives |
|
|---|---|---|---|---|---|---|---|---|
| Lapsed / | ||||||||
| Ba lance |
Gra nted |
Exe rcised |
Tra nsferred |
Balance | Total veste d |
|||
| out | ||||||||
| 1 Ju ly 2010 |
D F uring Y2011 |
During FY2011 |
Dur ing FY2011 |
30 June 2011 | & exercisab 30 June 20 le 11 |
|||
| No. | No. | No. | No. | No. | N o. |
|||
| Non-Exe cutive Direct |
or | |||||||
| R Zwolen ski(to 22 Dec 2010 |
) | 5 0,000 |
- | - | (50,000) | - | - | |
| B Rathie | 5 0,000 |
- | - | (50,000) | - | - | ||
| J Bonitz | - | 400 ,000 |
- | - | 400,000 | 400,00 0 |
||
| Executive Director |
||||||||
| R Phillips | 5 0,000 |
- | - | (50,000) | - | - | ||
| P Kiely | - | 4,000 ,000 |
- | - | 4,000,000 | 4,000,00 0 |
||
| Senior Ex ecutive |
||||||||
| D Fah | 5 0,000 |
- | - | - | 50,000 | 37,50 0 |
||
| N Schicht | 13 0,000 |
- | - | (30,000) | 100,000 | 75,00 0 |
||
| A Hughes -Jones(To 10 D ec 2010) |
2 5,000 |
- | - | (25,000) | - | - | ||
| D Johnso n |
- | - | - | - | - | - | ||
| Total | 35 5,000 |
4,400 ,000 |
- | (205,000) | 4,550,000 | 4,512,50 0 |
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Details of option s outstandi n g as at e n d of year
| HoldersN o. |
Grantd ate |
Exerc at 30 isable June 2011 |
Exerc at 30 isable June 2011 |
Expiry date | 30 June2 Outstand Op 011 ing tion |
Exerc Pr ise ice |
Issue date fa valu d ir e |
|
|---|---|---|---|---|---|---|---|---|
| % | No. | $ | $ | |||||
| 7 (Employ ees) |
20 November2 008 |
75% | 20 November 20 12 |
310 ,000 |
0 .29 |
0.1 9 |
||
| 1 (Adviso committe ry e) |
22 November2 008 |
100% | 12 November 20 11 |
1,000 ,000 |
0 .20 |
0.0 7 |
||
| 1 (Investo r) |
17 December2 008 |
100% | 17 December 20 13 |
2,000 ,000 |
0.3 75 |
0.1 2 |
||
| 2 (Directo rs) |
25 February2 011 |
100% | 26 |
February 20 16 |
1,100 ,000 |
0 .75 |
0.1 1 |
|
| 2 (Directo rs) |
25 February2 011 |
100% | 26 |
February 20 16 |
1,100 ,000 |
1 .00 |
0.0 9 |
|
| 2 (Directo rs) |
25 February2 011 |
100% | 26 |
February 20 16 |
1,100 ,000 |
2 .00 |
0.0 6 |
|
| 2(Directo rs) |
25 February 2 011 |
100% | 26 |
February20 16 |
1,100 ,000 |
3 .00 |
0.0 4 |
|
| Total | 7,710 ,000 |
Further details of the options are dis c losed in note 18 of th e financial statements.
Numb e r of share s held by Directors a n d Senior Executives ( including i ndirect interest)
| Balance | Received as | Op tions |
N et change |
Balanc e |
||
|---|---|---|---|---|---|---|
| 1J uly 2010 |
R emuneration |
Exer cised |
Other* | 30 June 20 11 |
||
| No. | No. | No. | No. | N o. |
||
| Non-Exe cutive Direct |
or | |||||
| R Zwolen ski |
248,809 | - | - | (248,809) | -(1) | |
| B Rathie | 68,809 | - | - | 25,000 | 93,809 (2) |
|
| J Bonitz | - | - | - | - | - | |
| Executive Director |
||||||
| R Phillips | 16 ,979,968 |
- | - | 16,765 | 16,996,733 (3) |
|
| P Kiely | - | - | - | 333,333 | 333,333 (4) |
|
| Senior Ex ecutive |
||||||
| D Fah | 5,000 | - | - | - | 5,000 (5) |
|
| N Schicht | 18,200 | - | - | - | 18,200 (6) |
|
| A Hughes -Jones |
- | - | - | - | - | |
| D Johnso n |
- | - | - | 5,100 | 5,10 0 |
|
| Total | 17 ,320,786 |
- | - | 131,389 | 17,452,17 5 |
Net change o t her refers to share pu r chased or sold during the financial year, or c essation of categoris a tion as a Director or S e nior Executive. (1) Roman Zwo l enski ceased to be ke y management perso n nel on 22 December 2* 010.
(2) All these or d inary shares are held b y Katrat Investments Pty Ltd as trustee for t h e Rathie Family Trust .
(3) 382,924 of t h ese ordinary shares a r e held by Northern C a rdiac Sonography Pt y Ltd as trustee for the Phillips Family Supera n nuation. (4) All these or d inary shares are held b y Philip and Cathryn K iely as trustee for the Kiely Family Super fu n d.
(5) All these or d inary shares are held b y Big Adventure Pty L td as trustee for West e nd Investment Trust.
(6)10,000 of th e se ordinary shares are held by family associate.
This Dire c tor’s report i s signed in ac c ordance wit h a resolution o f the Board o f Directors.
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Rob Phill i ps Director Sydney, 3 0 August 2011
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Auditor ’ s independence decla r ation to th e directors o f Uscom Li m ited
In accor d ance with section 307C of the Corp o rations Act 2001, as lea d auditor fo r the audit o f Uscom Limited f or the finan c ial year en d ed 30 June 2 011, to the best of my knowledge a n d belief, th e re have been:
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no contrave n tions of the auditor ind e pendence requirement s of the Cor p orations Ac t 2001 in relation to t h e audit; an d
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no contrave n tions of an y applicable c ode of pro f essional conduct in relat i on to the a u dit.
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This de c laration is in regard to U s com limite d and the en t ity it contro l led during t h e year.
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John Br e solin Partner
Sydney Dated th i s 30th day of A ugust 2011
Tel: 61 2 9 251 4100 | F ax: 61 2 9240 9821 | www.pkf.com.au PKF | ABN 83 236 985 726 Level 10, 1 Margaret S t reet | Sydne y | New Sou t h Wales 2000 | Australia DX 1017 3 | Sydney St o ck Exchange | New Sout h Wales
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The PKF East Coast Practice is a m ember of the PKF International Limited n etwork of legally in d ependent member f irms. The PKF East CCoast Practice is als o a member of the PKF Austr a lia Limited national network of legally independent firms ea c h trading as PKF. P K F East Coast Practice has offices in NSWW, Victoria and Brisbane. PKF East Coast Practic e does not accept re s ponsibility or liability for the actions or i n actions on the part of any other individual member firm or firrms. Liability limite d by a scheme appr o ved under Professi o nal Standards Legi s lation.
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T
| Consolida ted |
|
|---|---|
| Continuin g operations |
Note 2011 $ 2010 $ |
| Revenue Raw mate Expenses Financec rials and cons from continu osts umables used ing activities, excluding fina nce costs |
3 4 (3 880,873 (251,541) ,660,141) - 1,019,005 (207,994) (2,939,217) - |
| Loss befo Income ta re income ta x credit x credit |
(3 5 ,030,809) 344,896 (2,128,206) 370,529 |
| Loss afte r income tax credit |
6 (2 ,685,913) (1,757,677) |
| Earnings Basic earn Diluted e per share (EPS ings per shar arningsper sh ) e (cents pers are(centspe hare) r share) |
7 7 (5.8) (5.8) (4.3) (4.3) |
This Inco m e Statemen t is to be read in conjunction with the att a ched notes.
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E
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For the fi
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n ancial year e
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2011
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| Consolida ted |
|
|---|---|
| 2011 $ 2010 $ |
|
| Loss fort Other co Foreignc he year mprehensive urrencytransl income ation differen ce for foreign operations |
(2 ,685,913) 8,143 (1,757,677) (5,044) |
| Other com prehensivel oss for theye ar |
8,143 (5,044) |
| Total com prehensive loss for they ear |
(2 ,677,770) (1,762,721) |
| Attributa Ownerso ble to: f the Compan y |
(2 ,677,770) (1,762,721) |
| Total com prehensive loss for they ear |
(2 ,677,770) (1,762,721) |
This Stat e ment of Co m prehensive I n come is to b e read in conj u nction with t h e attached n o tes.
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Us
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c om Limited /
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STAT
As at 30
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une 2011
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ANCIA
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L POSI
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ION
| Consolida ted |
|
|---|---|
| Note 2011 $ 2010 $ |
|
| Currenta Cash and Trade and Inventorie Tax asset Other ass ssets cash equivale other receiv s ets nts ables |
8 2 9 10 11 14 ,125,156 163,991 213,882 344,896 72,589 1,376,044 55,313 329,456 370,529 79,026 |
| Total curr ent assets |
2 ,920,514 2,210,368 |
| Non-curr Plant and Intangible ent assets equipment assets |
12 13 93,289 510,487 95,564 525,486 |
| Total non -current asset s |
603,776 621,050 |
| Total ass ets |
3 ,524,290 2,831,418 |
| Current l Trade and Short term iabilities other payab provisions les |
15 16 148,273 142,269 170,971 122,809 |
| Total curr ent liabilities |
290,542 293,780 |
| Non-curr Longterm ent liabilities provisions |
16 98,143 87,603 |
| Total non -current liabil ities |
98,143 87,603 |
| Total liab ilities |
388,685 381,383 |
| Net asse ts |
3 ,135,605 2,450,035 |
| Equity Issued ca Optionsr Accumula Translatio pital eserve ted losses n reserve |
17 2 18 6 (19 19 1,376,920 1,373,495 ,686,207) 71,397 18,345,462 1,041,613 (17,000,294) 63,254 |
| Total equ ity |
3 ,135,605 2,450,035 |
This Stat e ment of Fina n cial Position is to be read i n conjunctio n with the attached notes.
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For the fi
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nded 30 June
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ANGE S
2011
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ITY
| Foreign | ||||||
|---|---|---|---|---|---|---|
| Issued Capital |
Options Reserve |
Accumulat Loss ed es |
Tr | Currency anslation |
Total | |
| Reserve | ||||||
| Consolid ated |
$ | $ | $ | $ | $ | |
| Balancea t 1 July2009 |
17 ,223,367 |
1,007,169 | (15,242,6 17) |
68,298 | 3,056,217 | |
| Loss for t he year |
- | - | (1,757,67 7) |
- | (1,757,677) | |
| Other Co Income mprehensive |
- | - | - | (5,044) | (5,044) | |
| Total Com Income fo prehensive r the year |
- | - | (1,757,67 7) |
(5,044) | (1,762,721) | |
| Transactio ns with Own ers in |
||||||
| their capa city as owner s |
||||||
| Shares Iss ued |
1 ,135,357 |
- | - | - | 1,135,357 | |
| Transactio Issued n costs on Sh ares |
(13,262) | - | - | - | (13,262) | |
| Share-bas edpayments |
- | 34,444 | - | - | 34,444 | |
| Balancea t 30 June 20 10 |
18 ,345,462 |
1,041,613 | (17,000,29 4) |
63,254 | 2,450,035 | |
| Loss for t he year |
- | - | (2,685,9 13) |
- | (2,685,913) | |
| Other Co Income mprehensive |
- | - | - | 8,143 | 8,143 | |
| Total Com Income fo prehensive r the year |
- | - | (2,685,9 13) |
8,143 | (2,677,770) | |
| Transactio ns with Own ers in |
||||||
| their capa city as owner s |
||||||
| Shares Iss ued |
3 ,096,132 |
- | - | - | 3,096,132 | |
| Transactio Issued n costs on Sh ares |
(64,674) | - | - | - | (64,674) | |
| Share-bas edpayments |
- | 331,882 | - | - | 331,882 | |
| Balancea t 30 June 20 11 |
21 ,376,920 |
1,373,495 | (19,686,20 7) |
71,397 | 3,135,605 |
This Stat e ment of Cha n ges in Equit y is to be read in conjunction with the att a ched notes.
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2011
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WS
| Consolida ted |
|
|---|---|
| Note 2011 $ 2010 $ |
|
| Cash flow Receiptsf Interest re Payments Grant and Income ta s from opera rom custome ceived to suppliers others receiv x receipt ting activitie rs and employee ed s s |
(3 726,135 41,323 ,337,048) 4,737 370,529 1,046,467 19,950 (3,113,653) 162,142 387,217 |
| Net cash used in opera tingactivities |
20(b) (2 ,194,324) (1,497,877) |
| Cash flow Purchase Purchase Purchase s from inves of patents an of investment ofplant ande ting activities d trademarks s quipment |
(65,941) - (22,082) (117,091) - (39,804) |
| Net cash used in invest ingactivities |
(88,023) (156,895) |
| Cash flow Issue of s s from finan hares cing activitie s |
17 3 ,031,459 1,122,095 |
| Net cash provided by f inancingactiv ities |
3 ,031,459 1,122,095 |
| Net incre Cash and Exchange ase / (decrea cash equivale rate adjustm se) in cash h nts at the beg ent for openin eld inning of the gbalance year |
749,112 1,372,843 3,201 (532,677) 1,906,246 2,475 |
| Cash and cash equiva lents at thee nd of theyea r |
20 (a) 2 ,125,156 1,376,044 |
This Stat e ment of Cas h Flows is to be read in con j unction with t he attached n otes.
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Note 1: A doption of n ew and revi s ed accounti n g standards
As at the date of this r e port there ar e a number o f new accounting standards and interpre t ations that h a ve been issued b u t are not yet e ffective as d e tailed below:
Australian Accountin g Standards
| AASB No . Title |
Issue Da te Ope (Annu period on rative Date al reporting s beginning or after) |
|---|---|
| 9 Financial Instruments |
Dec 20 10 1J an 2013 |
| 10 Consolid ation |
Jun 20 11 1J an 2013 |
| 11 Joint Arra ngements |
Jun 20 11 1J an 2013 |
| 12 Disclosur e of Interests in Other Entit ies |
Jun 20 11 1J an 2013 |
| 13 Fair Value Measureme nt |
Jun 20 11 1J an 2013 |
| 1053 Applicati on of Tiers of Australian Ac counting Stan dards Jun 20 10 1 Jul 2013 |
|
| 2009 – 12 Amendm [AASBs5 Interpret ents to Austra , 8, 108, 110,1 ations 2,4,16 lian Accounti 12, 119, 133, ,1039 & 1052] ng Standards 137, 139, 1023 & 1031 and Dec 20 09 1J an 2011 |
|
| 2010 – 2 Amendm Reduced ents to Austra Disclosure Re lian Accounti quirements ng Standards arising from Jun 20 10 1 Jul 2013 |
|
| 2010 – 4 FurtherA from the 101 & AA mendmentst Annual Impro SB 134 and In o AustralianA vements Proje terpretation1 ccounting St ct [AASB 1,A 3] andards arisin ASB 7, AASB g Jun 20 10 1 Jul 2011 |
|
| 2010 – 5 Amendm 5, 101, 10 & 1038 an ents to Austra 7, 112, 118, 1 d Interpretat lian Accounti 19, 121, 132,1 ions 112,115, ng Standards 33, 134, 137, 127,132 & 10 [AASB 1, 3, 4 139, 140, 1023 42] , Oct 20 10 1J an 2011 |
|
| 2010 – 6 Amendm on Transf ents to Austra ers of Financi lian Accounti al Assets [AAS ng Standards B 1 & AASB7 – Disclosures ] Nov 20 10 1 Jul 2011 |
|
| 2010 – 7 Amendm AASB 9 ( [AASB 1, 131, 132, 12,19 & ents to Austra December 20 3, 4, 5, 7, 101, 136, 137, 139 127] lian Accounti 10) 102, 108, 112 , 1023 & 1038 ng Standards , 118, 120, 12 and Interpret arising from 1, 127, 128, ations 2, 5, 10 , Dec 20 10 1J an 2013 |
|
| 2010 – 8 Amendm Tax: Reco ents to Austra very of Unde lian Accounti rlying Assets[ ng Standards AASB 112] – Deferred Dec 20 10 1J an 2012 |
|
| 2010 – 9 Amendm Hyperinfl Adopters ents to Austra ation and Rem [AASB 1] lian Accounti oval of Fixed ng Standards Dates for Fir – Severe st-time Dec 20 10 1 Jul 2011 |
|
| 2010 – 10 FurtherA Removal [AASB 20 mendmentst of Fixed Date 09-11 & AASB o AustralianA s for First-tim 2010-7] ccounting St e Adopters andards – Dec 20 10 1J an 2013 |
|
| 2011 – 1 Amendm the Trans 101, AAS AASB 134 ents to Austra -Tasman Con B 107, AASB1 and Interpre lian Accounti vergence Proj 08, AASB 121 tations 2,112 ng Standards ect [AASB 1, , AASB 128,A & 113] arising from AASB 5, AASB ASB 132 & May 20 11 1 Jul 2011 |
|
| 2011 – 2 Amendm the Trans Requirem ents to Austra -Tasman Con ents[AASB 1 lian Accounti vergence Proj 01 & AASB 10 ng Standards ect – Reduce 54] arising from d Disclosure May 20 11 1 Jul 2013 |
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inued
Note 1: A doption of n ew and revi s ed accounti n g standards (continued)
The Dire c tors anticipa t e that the ad o ption of thes e Standards and Interpreta t ions in future periods will h ave no material f inancial impact on the fina n cial stateme n ts of the con s olidated enti t y.
These St a ndards and I n terpretation s will be first a p plied in the f inancial statements of the c onsolidated e ntity that relates t o the annual r e porting period beginning a fter the effective date of e a ch pronounc e ment.
New Sta n dards Adop t ed During t h e Year
The cons o lidated entit y has adopte d all of the ne w , revised or a mending Ac c ounting Stan d ards issued b y the Australia n Accounting Standards Board ('AASB') t h at are mand a tory for the current reporti n g period. The adoption of these Acc o unting Standards and Inte r pretations di d not have an y impact on t h e financial performance or positi o n of the cons o lidated entit y .
Any new, revised or a m ending Accounting Stand a rds and Inter p retations that are not yet m andatory ha v e not been ear l y adopted.
Note 2: S tatement of significant a c counting policies
(a) Int r oduction
The financial report co v ers the Consolidated Enti ty of Uscom L t d and its Controlled Entity. Uscom Ltd i s a listed public company, incor p orated and d omiciled in A ustralia.
Operati o ns and principal activities Uscom L t d is engaged in the development, desig n , manufacture and marketing of non-in va sive cardiac monitori n g devices. U s com Ltd ow n s a portfolio o f intellectual property rela t ing to the te c hnology and techniqu e s associated with these devices and ma n ages a worldwide network of distributio n partners for the sale of its equipment to ho s pitals and ot h er medical c a re locations.
Scope o f financial sta t ements The financial report is a general pur p ose financial report that h a s been prepared in accord a nce with Au s tralian Accounti n g Standards, Australian A c counting Int e rpretations, t h e Corporations Act 2001 a n d complies w ith other requirements of the la w .
Accounti n g Standards include Austr a lian Equival e nts to Interna t ional Financi a l Reporting S tandards (AI F RS). Complia n ce with AIFR S ensures that the consolid a ted Entity fin a ncial report c onforms with International Financial Reportin g Standards (IFRS).
Going C o ncern The cons o lidated entit y incurred a t o tal compreh e nsive loss of $ 2,677,770 during the year e nded 30 June 2011 (2010: $1 , 762,721) and incurred operating cash ou t flows of $2,1 9 4,324 (2010: $ 1,497,877).
These conditions indic a te the existe n ce of a material uncertain t y which may c ast significan t doubt abou t the consolid a ted entity’s a b ility to conti n ue as a goin g concern.
The cons o lidated entit y 's forecasts a nd projectio n s for the next twelve mont h s take accou n t of possible changes in tradin g performanc e and indicate that in the di r ectors' opini o n the consolidated entity w ill be able to operate as a goin g concern.
As noted in the review of operations in the direct o rs' report the consolidated entity termin a ted its agre e ment with Spacelabs its major di s tributor who h ad exclusive distributor ri g hts for all ma r kets with the exception of A sia Pacific. T h e consolidat e d entity was t herefore req u ired to identify and appoi n t new distrib u tors in the s e cond half of the fin a ncial year.
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Note 2: S tatement of significant a c counting policies (contin u ed)
The cons o lidated entit y now has the following nu m ber of distri b utors in the f o llowing regi o ns
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6 ne w distributors in North Am e rica
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- 4 ne w distributors in Europe
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2 ne w distributors in Latin Ame r ica
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- 1 ne w distributor in Southern A f rica - 1 ne w distributor in the Middle E ast - 1 in A sia Pacific
In additi o n to the succ e ssful signing of new distri b utors the consolidated ent i ty has enhan c ed its Asia P a cific distributi o n strategy w i th the appointment of a b u siness development execu t ive to drive s a les results across this importan t high growth potential ma r ket.
By appoi n ting a wide v ariety of distr i butors the di r ectors have attempted to reduce the ris k of non performance and relia n ce on one p a rty.
As with all new distrib u tion agreem e nts there is a t ime delay b e tween signin g on and deli v ering new sal e s as the consolid a ted entity ne e ds to provid e training and sales suppor t . The consoli d ated entity i s also assistin g the distribut o rs in designi n g and imple m enting vario u s sales targeting strategies to specific re g ional marke t s.
The timi n g and sales v o lumes associated with the s e regional st r ategies and targets may v a ry from those forecast by mana g ement. As s u ch the direct o rs believe th a t this may gi v e rise to mat e rial uncertain t y and significant doubt in the ti m ing of operat i ng cash flow s . Should the t iming of ope r ating cash flows be signific a ntly differen t to those forecast t he consolida t ed entity ma y need to see k alternative fi n ancing options to enable i t to settle its liabilities as they f a ll due.
The Dire c tors are satis f ied that ade q uate plans and strategies h ave been for m ulated and w ill be adopted as required t o allow the company to have sufficient c ash to meet i t s obligations through to 3 1 st of August 2 012 (12 months f r om date on a udit report). O n this basis t he financial r e port has been prepared o n the going c o ncern basis.
Should t h e company be unable to c o ntinue as a g oing concern it may be required to reali s e its assets a n d discharg e its liabilities other than in t he normal c o urse of busin e ss and at am o unts differe n t to those sta t ed in the financial s tatements. T he financial s t atements do not include a n y adjustmen t s relating to t he recoverab i lity and classifica t ion of asset carrying amou n ts or the am o unt of liabilities that might result should the company be unable t o continue as a going conc e rn and meet its debts as a n d when they f all due.
Currenc y The financial report is p resented in A ustralian dollars, which is t h e Parent Co m pany’s funct i onal and presenta t ional currenc y .
Historical Cost Conv e ntion This fina n cial report has been prepa r ed under the Historical Cost Conventio n .
Reporting period The financial report is p resented for the year end e d 30 June 20 1 1. The comp a rative report i ng period w a s for the year end e d 30 June 2010.
Compar a tives Where required by Ac c ounting Stan d ards compa r ative figures h ave been adjusted to conf o rm with cha n ges in presenta t ion for the current financial year.
Register e d office Level 7, 10 Loftus Stre e t, Sydney NS W 2000.
Authoris a tion of financial report The financial report was authorised f or issue on 3 0 August 2011 by the Directors.
(b) Ov e rall policy The prin c ipal accounti n g policies adopted by the Consolidated Entity are stated in order t o assist in the general understa n ding of the f i nancial repor t .
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Note 2: S tatement of significant a c counting policies (contin u ed)
(c) Significant judg m ent and ke y assumption s The Dire c tors evaluate estimates an d judgements incorporated into the fina n cial report b a sed on histor i cal knowled g e and best a v ailable curre n t information. Estimates assume a reaso n able expect a tion of future events and are b ased on curr e nt trends an d economic d a ta, obtained b oth externally and within the Entity.
The Con s olidated Enti t y assesses impairment at each reporting date by eval u ating conditi o ns specific t o the group th a t may lead t o impairment o f assets. Wh e re an impair m ent trigger e x ists, the rec o verable amo u nt of the asset is determined.
(d) Fin a ncial assets and financial liabilities Financial assets and fi n ancial liabiliti e s are recogn i sed on the S t atement of Financial Positi o n when the Consolid a ted Entity b e comes party t o the contra c tual provisio n s of the finan c ial instrumen t .
A financi a l asset is der e cognised wh e n the contra c tual rights to the cash flows from the fin a ncial assets e xpire or are trans f erred and no longer contr o lled by the E n tity. A financial liability is r e moved from t he Statement of Financial Position whe n the obligati o n specified i n the contract is discharged or cancelled o r expires.
Upon initial recognitio n a financial a s set or financial liability is designated as a t fair value t h rough Profit o r Loss except f o r investments in equity instruments that d o not have a quoted mark e t price in an a ctive market and whose fa i r value cannot be reliably m easured.
A gain or loss arising f r om a change in the fair val u e of a financial asset or fin a ncial liability classified as a t fair value thr o ugh Profit or Loss is recog n ised in the I n come State m ent.
Financial assets not m e asured at fair value comprise receivable s and investm e nt in subsidi a ry. These ar e nonderivativ e financial ass e ts with fixed or determina b le payments that are not quoted in an a c tive market a nd are measure d at amortise d cost using t h e effective in t erest metho d .
Available-for-sale fina n cial assets in c lude other financial assets, comprising i n vestments in s ubsidiaries, n ot included in the above c ategories. A v ailable-for-s a le financial a s sets are refle c ted at fair va l ue. Unrealis e d gains and loss e s arising fro m changes in f a ir value are t a ken directly to equity.
Financial liabilities co m prise of trad e and other p a yables, and b orrowings an d are measur e d at amortised cost using the effective interest method.
Trade ac c ounts payable represent t h e principal a m ounts outstanding at balance date plus , where appli c able, any accrued interest.
The amo r tised cost of a financial asset or a financial liability is t h e amount ini t ially recognis e d minus principal repayme n ts, plus or minus cumulati v e amortisatio n of any diffe r ence betwee n the initial a m ount and maturity amount a nd minus any write-down f o r impairmen t or uncollecti b ility.
Financial assets, other t han those at fair value thr o ugh profit or loss, are reas s essed for ind i cators of impairment at each rep o rting date. F i nancial asset s are impaire d where there is objective e v idence that a s a result of one or more ev e nts that occu r red after the initial recogni t ion of the financial asset t h e estimated f uture cash flows of the investme n t have been impacted. Fo r financial ass e ts carried at a mortised cost, the amoun t of the impai r ment is the difference betwee n the asset’s carrying amou n t and the pr e sent value of estimated fut u re cash flow s , discount e d at the original effective i n terest rate.
The carrying amount o f the financial asset is redu c ed by the im p airment loss directly for all financial ass e ts with the exce p tion of trade receivables w here the carr y ing amount i s reduced thr o ugh the use o f an allowan c e account. W hen a trade receivable is uncollectible, it is written o f f against the allowance ac c ount. Subse q uent recoveries of amounts previously written off are c r edited again s t the allowan c e account. C h anges in the carrying amount o f the allowan c e account ar e recognised i n profit and l o ss.
With the exception of a vailable-for-sale equity ins t ruments, if, i n a subseque n t period, the a mount of th e impairm e nt loss decre a ses and the d ecrease can b e related ob j ectively to an event occurring after the impairm e nt was recog n ised, the pre v iously recog n ised impair m ent loss is revered through profit and lo s s to the extent th e carrying am o unt of the in v estment at t h e date the i m pairment is r e versed does n ot exceed what the amortise d cost would h ave been ha d the impairment not been recognised.
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Note 2: S tatement of significant a c counting policies (contin u ed)
(e) Pri n ciples of co n solidation A Controlled Entity is a ny entity Usc o m Ltd has th e power to control the fina n cial and ope r ating policies of so as to obtain benefits fro m its activities.
A list of C ontrolled En t ities is contai n ed in note 2 2 to the finan c ial statement s . All Controll e d Entities ha v e a June financial y ear-end.
All inter- c ompany balances and tran s actions bet w een Entities i n the Consoli d ated Group, i ncluding any unrealise d profits or lo s ses, have be e n eliminated on consolida t ion. Accounting policies o f Subsidiaries have been changed where n ecessary to ensure consist e ncies with th o se polices a p plied by the P arent Entity.
On cons o lidation, the a ssets and lia b ilities of the C onsolidated Entity’s overs e as operations are translat e d at exchang e rates prevailing at the rep o rting dates. I ncome and e x pense items are translate d at the avera g e exchang e rates for the period unles s exchange ra t es fluctuate significantly. E x change differences arisin g , if any, are reco g nised in the f o reign curren c y translation reserve, and a re recognise d in income s t atement on d isposal of the forei g n operation.
(f) Foreign currenc y transaction s and balanc e s All foreign currency transactions during the finan c ial year are b r ought to acc o unt using th e exchange ra t e in effect at the da t e of the tran s action. Forei g n currency m o netary items at reporting d ate are translated at the e x change rate existing at reporti n g date. Non-monetary ass e ts and liabili t ies carried at fair value tha t are denominated in foreign c u rrencies are t ranslated at the rates prev a iling at the d a te when the f air value was determined. Nonmonetar y items that are measured i n terms of his t orical cost in a foreign curr e ncy are not r e translated.
The gain s and losses f r om conversion of assets and liabilities, w hether realised or unrealis e d, are includ e d in profit or loss from con t inuous opera t ions as they a rise.
(g) Re v enue recognition
• Sale o f goods Revenue from the sale of goods is r e cognised wh e n all signific a nt risks and r e wards of ow n ership have b een transferr e d to the buy e r and when t h e other cont r actual obliga t ions of the E n tity are perfo r med. • Reve n ue from rendering of servi c es Renderin g of services c onsists of training, repair and product maintenance s u pplied to cus t omers. Reve n ue is recognis e d when cont r actual obliga t ions are expi r ed and servi c es are provid e d. • Inter e st revenue Interest r e venue is rec o gnised on a p roportional b asis taking in t o account th e interest rate s applicable to the financial a ssets. • Gove r nment grant s Government grants re v enue is reco g nised at fair v alue when th e re is reasonable assurance that the grant will be received and the grant conditions w i ll be met.
(h) Inv e ntories Inventori e s are measured at the low e r of cost or net realisable v alue. Costs a r e assigned o n the basis of w eighted average c osts. Cost comprises all costs of purcha s e and conver s ion and an a p propriate pr o portion of fi x ed and variable o verheads, ne t of settleme n t discounts. O verheads are applied on t h e basis of no r mal operativ e capacity. The cost s are recognis e d when mat e rials are deli v ered to the Consolidated E ntity.
(i) Property, plant a nd equipment Property, plant and eq u ipment are i n cluded at co s t. Assets in plant and equi p ment are de p reciated on diminishi n g value basi s over their es t imated useful lives covering a period of two to seven y ears.
On disp o sal of an item of property, p lant and equipment, the difference bet w een the sale s proceeds and the carrying a mount of the asset is reco g nised as a g a in or loss in t h e Income Statement.
The depreciation rates used for eac h class of dep r eciable asset s are: Class Of Fixe d Asset Dep r eciation Rat e - Plant & Equipment 10 % - 40% - Office Furni t ure & Equip m ent 15 % - Computer S o ftware 40 % - Low Value P o ol 37. 5 %
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Note 2: S tatement of significant a c counting policies (contin u ed)
(j) Int a ngibles Patents and Trademar k s are valued in the financial statements a t cost of acq u isition less a c cumulated amortisa t ion and are a m ortised on d iminishing value basis at 1 2 .5% per annum.
(k) Im p airment of a s sets At each r e porting dat e , the Consoli d ated Entity r e views the carrying values of its tangible a nd intangibl e assets to determine whether th e re is any indi c ation that th o se assets hav e been impai r ed. If such a n indication e x ists, the recovera b le amount o f the asset, being the highe r of the asset’ s fair value less costs to sell and value in u se, is compare d to the asset ’ s carrying val u e. Any exce s s of the asse t ’s carrying value over its re c overable am o unt is expense d to the inco m e statement. In assessing v alue in use, t h e estimated future cash flo w s discounte d to their present v alue using a p re-tax discount rate.
(l) Le a ses
Lease of a ssets where s ubstantially a ll the risks an d benefits inc i dental to the ownership of the asset, bu t not the legal ow n ership, are tr a nsferred to t h e Consolida t ed Entity wer e classified as finance lease s . Finance leases are capitalis e d, recording a n asset and a liability equ a l to the present value of th e minimum le a se payments, including any guarant e ed residual v a lues.
Leased a s sets are amortised on dim i nishing value basis over th e ir estimated u seful lives w h ere it is likely that the Consolid a ted Entity will obtain own e rship of the asset or over t h e term of th e lease. Lease payments ar e allocated between the reduction of the lease liability and the lease interest expense for the period.
Lease pa y ments for operating lease s , where subs t antially all th e risks and be n efits remain w ith the lesso r , are recognis e d as an expense on a strai g ht line basis o ver the leas e term unless a nother syste m atic basis is m ore represen t ative of the time pattern in which benefi t s are diminis h ed.
Lease in c entives unde r operating le a ses are reco g nised as liabilities. The incentives are re c ognised as a reductio n of expenses on a straight l ine basis unl e ss another sy s tematic basi s is more repr e sentative of t he time pattern i n which benef i ts are diminished.
(m) Ca s h and cash e quivalents Cash an d cash equival e nts comprise cash on han d and at call deposits with b anks or finan c ial institution s .
(n) Inv e stments Investments in Controlled Entities are carried at t h e lower of cost and recoverable amount .
(o) Re s earch & dev e lopment ex p enditure Research & developm e nt costs are c harged to th e Income Stat e ment as incurred, or defer r ed where it i s probable that suffi c ient future b e nefits will be derived so as to recover th o se deferred c osts.
(p) Foreign currenc y transaction s and balanc e s Foreign c urrency trans a ctions durin g the year are converted to A ustralian dollars at the rat e s of exchan g e applicable at the date s of the transactions. Amou n ts receivable and payable in foreign cur r encies at bal a nce sheet da t e are convert e d at the rate s of exchang e ruling at tha t date.
The gain s and losses f r om conversion of assets and liabilities, w hether realised or unrealis e d, are includ e d in profit or loss from con t inuous opera t ions as they a rise.
(q) Inc o me tax Income t a
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xes are acco u nted for using the Balanc e Sheet liabilit y method wh e reby:
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The t a x consequences of recove r ing (settling) a ll assets (lia b ilities) are reflected in the f i nancial state m ents;
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• Current and deferr e d tax is reco g nised as inc o me or expen s es except to t he extent th a t the tax relates to equit y items or to a business co m bination;
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• A def e rred tax ass e t is recognised to the exte n t that it is pr o bable that fu t ure taxable p rofit will be a v ailable to realis e the asset;
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• Deferred tax asset s and liabilitie s are measure d at the tax r a tes that are e x pected to a p ply to the pe r iod when the a s set is realise d or the liability settled.
The char g e for current income tax e x pense/credit is based on the profit or loss for the yea r adjusted for any non assessab l e or disallow e d items. It is c redited usin g tax rates tha t have been enacted or are substantively enacted by the re p orting date.
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Note 2: S tatement of significant a c counting policies (contin u ed)
Deferred tax is accoun t ed for using t he Balance S h eet liability m ethod in res p ect of temp o rary differences arising between the tax bases of assets and liabilities an d their carryin g amounts in the financial s t atements.
Deferred tax is calcula t ed at the tax rates that are expected to a pply to the period when t h e asset is realised or liability is settle. Defer r ed tax is credited in the in c ome statement except wh e re it relates t o items that m ay be credited d irectly to eq u ity, in which c ase the defe r red tax is adj u sted directly against equit y .
Deferred income tax a s sets are reco g nised to the extent that it is probable t h at future tax p rofits will be available against w hich deducti b le temporary differences c a n be utilised .
The amo u nt of benefit s brought to a ccount or wh i ch may be re a lised in the f u ture is base d on the assu m ption that no a d verse chang e will occur in income taxat i on legislatio n and the anti c ipation that t h e Consolida t ed Entity will deriv e sufficient fu t ure assessable income to e nable the be n efit to be realised and co m ply with the c onditions of deduc t ibility impos e d by the law.
(r) Sh o rt term emp l oyee benefits Short ter m employee b enefits are e m ployee ben e fits (other than termination benefits and equity comp e nsation benefits) which fall du e wholly withi n 12 months a f ter the end o f the period i n which empl o yee services a re rendered. They compr i se wages, sal a ries, social s e curity obliga t ions, short-term compensa t ion absence s , profit sharing and bonuses payables withi n 12 months a n d non-mandatory benefits such as med i cal care, hou s ing, car and servi c e goods.
The prov i sion for employee entitlements to wage s , salaries and annual leave represents th e amount tha t the Consolid a ted Entity has a present o b ligation to p a y resulting fr o m employee services pro v ided up to re p orting date. Th e provision ha s been calcul a ted after taki n g into consi d eration estimated future in c reases in wa g es and salaries and past expe r ience regarding staff depa r tures and includes related on-costs.
The undi s counted am o unt of short-term benefits e xpected to b e paid is recognised as an e xpense.
(s) Lo n g term employee benefit s Long ter m employee b enefits include long-servic e leave, long- t erm disability benefits, def e rred compe n sation and profi t sharing and bonuses pay a ble 12 months or more aft e r the end of the period in w hich employ e e services a re rendered.
Uscom L t d has adopted an Employ e e Share Opti o n Plan for th e benefit of E x ecutive and N on-Executiv e Directors and full-t i me or part-ti m e staff mem b ers employe d by the Con s olidated Enti t y. Refer note 18 to the fina n cial statements for details.
An Exec u tive Share O p tion Plan has also been de v eloped to provide approv e d participan t s further ince n tive in their per f ormance for the Consolida t ed Entity an d an opportunity to acquire an ownership interest in th e Consolid a ted Entity.
(t) Sh a re-based pa y ment arrangement Goods o r services rec e ived or acqui r ed in a share - based paym e nt transactio n are recognised as an incr e ase in equity if t he goods or s ervices were received in a n equity-settled share base d payment tra n saction or as a liability if the go o ds and services were acquired in a cash s ettled share based payment transaction.
For equit y -settled share based trans a ctions, goods or services r eceived are m easured dire c tly at the fair value of the goods or services r eceived provided this can b e estimated r eliably. If a reliable estima t e cannot be m ade the value of the goods or s ervices is det e rmined indir e ctly by refer e nce to the fair value of the equity instru m ent granted.
Transacti o ns with emp l oyees and ot h ers providin g similar servi c es are measured by refere n ce to the fair value at grant date of the equity instrument g ranted.
(u) Go o ds and serv i ces tax (GST ) Revenue s , expenses a n d assets are r ecognised n e t of the amo u nt of GST, ex c ept where the amount of G ST incurred i s not recover a ble from the Australian Ta x Office. In th e se circumsta n ces the GST is recognised as part of the cost o f acquisition of the asset or as part of a n item of the expense. Receivables and p a yables in the Stateme n t of Financial Position are s hown inclusiv e of GST.
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Note 2: S tatement of significant a c counting policies (contin u ed)
(v) Re c eivables Trade re c eivables and other receiva b les represen t the principal amounts du e at reporting d ate plus acc r ued interest and less, wher e applicable, a ny unearned income and p rovision for doubtful acco u nts. An estimated doubtful debt is made when collecti o n of the full a mount is no l onger proba b le.
(w) Co n tingent liabilities A contin g ent loss is re c ognised as a n expense an d a liability if i t is probable that future ev e nts will confirm that, after taki n g into accou n t any related probable recovery, an ass e t has been i m paired or a li a bility incurre d and, a reasonable estimate o f the amount o f the resultin g loss can be made.
(x) Warranties
Provision is made in re s pect of the C onsolidated E ntity's estim a ted liability o n all products and services under warranty at reporting d ate. The provision is meas u red at the pr e sent value of future cash fl o ws estimate d to be required t o settle the w arranty obligation. The fut u re cash flow s have been e s timated by r e ference to the Consolid a ted Entity's h istory of warranty claims.
(y) Ev e nts after the reporting date Assets a n d liabilities a r e adjusted fo r events incur r ing after the r eporting dat e that provide evidence of c onditions existing a t the reporting date. Important after re p orting date events which do not meet t h ese criteria a r e disclose d in note 28 to the financial s tatements.
| Consolida ted |
|
|---|---|
| 2011 $ 2010 $ |
|
| Note 3:R Operatin Sale of go Non-ope Interest re Grants re Grants re Miscellan evenue g revenue ods rating revenu ceived ceived - expo ceived - VAT eous income e rt market dev return elopment gra nt |
834,813 41,323 - 1,555 3,182 836,913 19,950 160,907 1,235 - |
| Total othe r income |
46,060 182,092 |
| Total rev enues fromc ontinuing op erations |
880,873 1,019,005 |
| Note 4:E Depreciat Impairme Employee Research Advertisin Occupan Auditors Auditors Regulato Bad debt Administr Exchange xpenses from ion and amor nt of patents benefits exp and developm g and market cy expenses remuneration remuneration ry expenses expenses ative expense losses continuing tisation expe ense ent expense ing expenses (audit) (audit review) s activities, ex nses s cluding finan ce costs 103,412 11,731 1,254,616 502,037 913,149 153,683 39,000 17,000 70,424 - 444,602 150,487 105,147 55,678 1,075,413 531,423 436,269 143,307 39,000 17,000 76,739 29,474 341,800 87,967 |
|
| Total exp enses fromc ontinuingac tivities,exclu dingfinance costs 3 ,660,141 2,939,217 |
|
| Operating occupanc lease expen y expenses ab ses of $131,84 ove 9 in 2011 (201 0: $133,429)a re included in |
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| Consolida ted |
|
|---|---|
| 2011 $ 2010 $ |
|
| Note 5: I Major co Current in ncome tax cr mponents of come tax cre edit income taxc dit redit |
344,896 370,529 |
| Income t ax credit |
344,896 370,529 |
| Reconcili loss Accountin Tax bene Tax effect Tempora Deferred Research ation betwee g loss before fit at 30% inA on non dedu ry differences tax asset not and developm n income tax income tax ustralia, 15% ctible expens brought to ac ent tax offse credit andp in USA (2010: es count t - currentyea rima facie ta 30% in Austra r x on account lia) ing 3 ,030,809 902,660 (372,527) (19,611) (510,522) 344,896 2,128,206 665,574 (402,620) (15,517) (247,437) 370,529 |
|
| Income t ax credit |
344,896 370,529 |
As at 30 J une 2011, th e Consolidate d Entity had e stimated unr e couped operating income tax losses of $ 13,832,400 (2010: $1 2 ,357,295). Th e benefit of t h ese losses of $3,957,157 (2 0 10: $3,474,4 6 7) has not be e n brought t o account as realisation is not prob a ble. The ben e fit will only b e obtained if: • The C onsolidated E ntity derives f uture assess a ble income of a nature an d an amount s u fficient to enable the bene f its from the deductions for the losses to be realised;
• The C onsolidated E ntity continu e s to comply w ith the cond i tions for ded u ctibility imp o sed by the la w ; • No c h anges in tax legislation ad v ersely affect t he Consolidated Entity in realising the b e nefit from the deduction for th e losses.
| Note 6:A Accumula Net lossa ccumulated ted losses at ttributable to losses the beginning members of of the financ the Entity ial year |
(17 (2 ,000,294) ,685,913) (15,242,617) (1,757,677) |
|
|---|---|---|
| Accumul ated losses a t the end oft he financialy ear |
(19 ,686,207 (17,000,294) |
|
| Note 7:E Loss after Weighted of basicE Weighted Weighted calculatio Basic earn Diluted e arnings pers tax used in c average num PS average num average num n of dilutedE ings per shar arningsper sh hare alculation ofb ber of ordina ber of option ber of ordina PS e (cents pers are(centspe asic and dilut ry shares duri s outstanding ry shares outs hare) r share) ed EPS ng the year us tanding durin ed in calculat g the year us ion ed in |
(2 46 4 ,685,913) Number ,103,168 ,708,356 (1,757,677) Number 41,347,880 3,780,000 |
|
| 50 ,811,524 (5.8) (5.8) 45,127,880 (4.3) (4.3) |
||
| The optio per share the repor n in existence and dilutede ting date and have an anti arnings per s the date of th -dilutive effect hare as shown is report. on EPS, ther above. There efore there is have beenn no difference o issues of or between bas dinary shares ic earnings between |
||
| Note 8:C Cash onh Bank: Che Bank: Cas Bank: Ter Bank: Dep ash and cash and que account h manageme m deposits osit at call equivalents s nt 185 747,600 34,745 1,235,230 107,396 250 537,187 152,278 497,486 188,843 |
||
| Total cas h and cash e quivalents 2 ,125,156 1,376,044 |
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| Consolida ted |
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|
|---|---|---|
| 2011 $ 2010 $ |
||
| Note 9:T Current Trade rec rade and oth eivables er receivable s |
163,991 55,313 |
|
| Total cur rent receivab les |
163,991 55,313 |
|
| Trade rec not impai eivables aren red are disclo on-interest b sed in note 2 earing and on 1. an average |
o f 45 day term s. Details of tr ade receivabl es due but |
|
| Note 10: Current i Raw mate Finishedp Inventories nventories at rials roducts cost |
148,903 64,979 156,370 173,086 |
|
| Total inv entories |
213,882 329,456 |
|
| Note 11: Income ta Tax assets x credit |
344,896 370,529 |
|
| Total tax asset |
344,896 370,529 |
|
| Note 12: Plant and Accumula Office fur Accumula Compute Accumula Low value Accumula Plant and eq equipment a ted deprecia niture and eq ted deprecia r software atc ted deprecia asset pool at ted deprecia uipment t cost tion uipment at co tion ost tion cost tion st |
546,714 (459,480) 516,147 (427,942) |
|
| 87,234 59,166 (55,825) 88,205 59,166 (55,235) |
||
| 3,341 22,120 (20,981) 3,931 22,120 (20,221) |
||
| 1,139 31,726 (30,151) 1,899 30,798 (29,269) |
||
| 1,575 1,529 |
||
| Total pla nt and equip ment |
93,289 95,564 |
|
| Moveme Useful life nts in carryin g amounts Planta equipm 2-7 ye nd ent fur ars 2-7 $ Office niture years $ |
C omputer software 3 years $ Low value asset pool 3 years $ |
|
| Consolid Carrying Additions Disposals Depreciat Effects of ated Entity amount at 1 J ion expense foreign curre uly 2010 ncyexchange differences 88,2 31,0 (31,9 ( 05 71 - 71) 71) 3,931 - - (590) - |
1,899 - - (760) - 1,529 928 - (882) - |
|
| Carrying amount at 30 June 2011 87,2 34 3,341 |
1,139 1,575 |
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| Consolida ted |
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|
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| 2011 $ 2010 $ |
||
| Note 13: Non-curr Patents a Additions Impairme Accumula Intangible as ent t cost nt ted amortisat sets ion |
785,795 65,941 (12,232) (329,017) 752,213 117,091 (83,509) (260,309) |
|
| Carrying amount at 30 June 2011 |
510,487 525,486 |
|
| Moveme Carrying Additions Amortisat Impairme nts in carryin amount at 1 J ion nt g amounts uly 2010 |
525,486 65,941 (69,209) (11,731) 539,178 117,091 (75,105) (55,678) |
|
| Carrying amount at 30 June 2011 |
510,487 525,486 |
|
| Intangible current am Income S relation to Assets comp ortisation ch tatement. An overseas Pa rise Intellectu arge in respe impairment c tents and is re al Property in ct of Patentsi harge of $11,7 corded unde the form ofP s included un 31 has been r Expenses fro atents. The P der Expenses recognised in m Continuing atents have fin from Continu the current ye Activities. ite useful live ing Activities ar (2010: $55 s. The in the ,678) in |
||
| Note 14: Current GST rece Prepayme Other curren ivable nts t assets |
19,811 52,778 24,701 54,325 |
|
| Total oth er current as sets |
72,589 79,026 |
|
| Note 15: Current Trade pay Sundry pa Employee Trade and ot ables yables and a relatedpaya her payables ccrued expen bles ses |
54,387 62,051 31,835 92,241 45,115 33,615 |
|
| Total pay ables |
148,273 170,971 |
|
| Note 16: Short term Provision Long term Provision Provision Provisions for annual lea for long servi for warranties ve ce leave |
142,269 122,809 |
|
| 142,269 91,248 6,895 122,809 82,323 5,280 |
||
| 98,143 87,603 |
||
| (a) Aggre gate employ ee benefits |
233,517 205,132 |
|
| (b) Move Balancea Additiona Amounts ment in emp t beginningo l provision used loyee benefit f the year s |
205,132 98,264 (69,879) 239,075 117,603 (151,546) |
|
| Balancea t end of the year |
233,517 205,132 |
|
| (c) Numb er of employ ees at year-e nd |
Number 14 Number 15 |
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| Consolida ted |
|
|---|---|
| 2011 $ 2010 $ |
|
| Note 17: Issued ca Fully paid Issued capita pital ordinarysha l res |
2 1,376,920 18,345,462 |
| Total con tributed equ ity |
2 1,376,920 18,345,462 |
| Moveme Shares on 1,800,547 Share issu 3,500 ord 9,437,835 882,606o Share issu nt in issuedc issue at theb ordinary shar e costs inary shares is ordinary shar rdinary shares e costs apital eginning oft es issued at6 sued at 29 ce es issued at3 issued at 30 he year 3 cents nts 0 cents cents |
18 2 ,345,462 - - - ,831,350 264,782 (64,674) 17,223,367 1,134,342 (13,262) 1,015 - - - |
| Ordinary shares at the end of they ear |
2 1,376,920 18,345,462 |
| Fully paid Ordinary 1,800,547 3,500 ord 9,437,835 882,606o ordinary sh shares at the ordinary shar inary shares is ordinary shar rdinaryshares ares beginning oft es issued byS sued by exerc es issued byp issued bySP he year PP ise of option rivate placem P ent |
4 9 Number 1,804,047 - - ,437,835 882,606 Number 40,000,000 1,800,547 3,500 - - |
| Total ord inary shares at the end of the year |
52 ,124,488 41,804,047 |
1,800,54 7 ordinary sha r es were issued by share purchase plan on 1 October 2 009. 3,500 o r dinary shares were issued by exerci s e of option o n 1 March 20 1 0. 9,437,835 ordinary shar e s were issue d by private p l acement during Decemb e r 2010 to Ap r il 2011. 882,606 ordinary s h ares were iss u ed by share p urchase pla n on 18 Febru a ry 2011. The Company’s autho r ised share ca p ital amounted to 52,124,4 8 8 ordinary shares of no pa r value.
Fully pai d ordinary shares participat e in dividends and the proc e eds on winding up of the C ompany in p roportion to the num b er of shares h eld. At share h olders meeti n gs, each ordinary share is entitled to one vote when a poll is called, o r via a show o f hands.
Note 18: Share optio n s The Con s olidated Enti t y has adopted an Employ e e Share Opti o n Plan for th e benefit of E x ecutive and N onExecutiv e Directors an d full-time or p art-time staf f members e m ployed by th e Consolidat e d Entity. At t h e date of this Rep o rt the followi n g options ha d been issue d pursuant to t he Employee Share Optio n Plan. Each o p tion was issued fo r a period of 4 years and vest in tranches of 25% after 9 months, 12 m onths, 24 m o nths and 36 m onths. Exercise p rice is based on 85% of th e average AS X closing pric e for the 5 da y s prior to off e r/acceptance of the options, in accordance with the Em p loyee Share O ption Plan.
| An Execu performa 4,400,000 tive Share Op nce for the Co options were tion Plan has mpany anda granted to tw also been dev n opportunity o directorsd eloped to pr to acquire an uringthe fina ovide approve ownership in ncialyear. d participant terest in theC s further incen ompany. tive in their |
An Execu performa 4,400,000 tive Share Op nce for the Co options were tion Plan has mpany anda granted to tw also been dev n opportunity o directorsd eloped to pr to acquire an uringthe fina ovide approve ownership in ncialyear. d participant terest in theC s further incen ompany. tive in their |
|---|---|
| Consolida ted |
|
| 2011 $ 2010 $ |
|
| Effect of Share Op Optionsr Expenses Optionsr OSI Syste Right top share-based tion Plan eserve balanc arising froms eserve balanc ms articipate ino payment tran e at the begin hare-basedp e for ShareO ptions sactions ning of they ayment trans ption Plan at ear actions the end of the year |
1,041,612 331,882 1,007,168 34,444 |
| 1,373,494 1 1,041,612 1 |
|
| Option re serve at the end of the ye ar |
1,373,495 1,041,613 |
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| Note 18: Moveme Opening Grantedd OptionD Lapsed d Exercised Share option nt during the number of op uring the fina eed uring the fina duringthe fin s (continued financial yea tions ncial year –D ncial year ancialyear ) r irectors |
Numbe Options 20 r of 11 Wei av exercise ghted erage price N opti umber of ons 2010 ex Weighted average erciseprice |
Numbe Options 20 r of 11 Wei av exercise ghted erage price N opti umber of ons 2010 ex Weighted average erciseprice |
|---|---|---|
| 3,780,0 4,400,0 (470,0 00 00 00) - 0.36 3 1.69 0.65 - ,835,000 - (51,500) (3,500) 0.36 - 0.41 0.29 |
||
| Closingn umber of op tions |
7,710,0 00 1.10 3 ,780,000 0.36 |
|
| Detailso f options out standingasa t end of the year |
||
| HoldersN o. Grant da te Exercisa at 30 J 2 ble une 011 % |
Expiry date 30 June 201 Outstandin Optio N 1 g n Exercise Price No. $ Issued date fair value $ |
|
| 7 (Employ 1 (Adviso committe 1 (Investo 2 (Directo 2 (Directo 2 (Directo 2(Directo ees) 20 ry e) 22 r) 17 rs) 2 rs) 2 rs) 2 rs) 2 November 20 November 20 December 20 5 February 20 5 February 20 5 February 20 5 February20 08 7 08 10 08 10 11 10 11 10 11 10 11 10 5% 20 Nov 0% 12 Nov 0% 17 Dec 0% 26 Fe 0% 26 Fe 0% 26 Fe 0% 26 Fe ember 2012 ember 2011 ember 2013 bruary 2016 bruary 2016 bruary 2016 bruary2016 310,00 1,000,00 2,000,00 1,100,00 1,100,00 1,100,00 1,100,00 0 0.29 0 0.20 0 0.375 0 0.75 0 1.00 0 2.00 0 3.00 0.19 0.07 0.12 0.11 0.09 0.06 0.04 |
||
| Total 7,710,00 0 |
| Fair value | ||||||
|---|---|---|---|---|---|---|
| Fair value was measure d using Black scholes and th e inputs to it were as follow s: |
||||||
| Weighted average sha re price |
Ran ge from $0.36 to $1.69 |
|||||
| Exercisep rice |
310 1,10 ,000 at $0.29; 0,000 at $1.00 1,000,000 at$ ; 1,100,000 at 0.20; 2,000,00 $2.00; 1,100, 0 at $0.375; 000 at $3.00 |
1 |
,100,000 at $0 .75; |
|||
| Option lif e |
3-5 years |
|||||
| Risk-free interest rate |
4.6% | |||||
| Expected dividends |
0 | |||||
| Expected volatility* |
Ran ge from 65% to 72% |
|||||
| Historical vol atility has been the ba sis for determining the expected share price volatility as it is assum* ed that it is indicative |
of the future trade, |
wh hich may not eventuate . |
||||
| Consolida ted |
||||||
| 2011 | 2010 |
|||||
| $ | $ |
|||||
| Note 19: Translation |
r eserve |
|||||
| Opening balance |
63,254 | 68,298 |
||||
| Translatio n of financial statements of foreign Cont rolled Entity |
8,143 | (5,044) |
||||
| Closingb alance |
71,397 | 63,254 |
||||
| Note 20: Cash flow inf ormation |
||||||
| (a) Recon ciliation of cas h |
||||||
| Cash atb ank and on ha nd |
2 ,125,156 |
1,376,044 |
||||
| Total cas h at end of |
y ear |
2 ,125,156 |
1,376,044 |
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| Consolida ted |
|
|---|---|
| 2011 $ 2010 $ |
|
| Note 20: (b) Recon after inco Loss from Non cash Depr Amo Impa Bad Opti Translatio (Increase) Trade Inven Prep Incom GST Increase/ Trade Sund Emp Emp Othe Cash flow inf ciliation of ca me tax continuingo flows in lossf eciation rtisation irment of pat debts write of ons reserve n reserve /Decrease in debtors tories ayments e tax assets (Decrease) in payables ry payables a loyee related loyee provisio rprovisions ormation (co sh flow fromo perations afte rom continuin ents f assets liabilities nd accrued ex payables ns ntinued) perations tol r income tax g operations penses oss from cont inuing operat ions (2 ,685,913) 34,203 69,209 11,731 - 331,882 8,213 (108,678) 105,657 1,547 25,633 4,890 (37,854) 16,936 (1,780) 28,385 1,615 (1,757,677) 30,042 75,105 55,678 29,474 34,444 (5,002) 212,125 (108,924) (1,182) 16,688 9,276 (50,576) 1,576 (4,227) (33,943) (754) |
|
| Net cash used in oper ating activiti es (2 ,194,324) (1,497,877) |
Note 21: Financial instruments
(a) Significant acco u nting polici e s Details o f the significa n t accounting policies and m ethods ado p ted, includin g the criteria o f recognition, the basis of measurement and t h e basis on w h ich income a n d expenses a re recognise d , in respect o f each class o f financial asset, fin a ncial liability and equity in s trument are d isclosed in n o te 2 to the fi n ancial state m ents.
(b) Ca p ital risk management The Con s olidated Enti t y manages it s capital to ensure that co m panies in the Consolidate d Entity are able to continue as a going concern. The capital structur e of the Entity consists of cash and cash e q uivalents (n o te 8 on page 30) and equity at t ributable to e quity holder s of the Paren t , comprising issued capital (note 17 on page 33), and accu m ulated loss e s (note 6 on p age 30).
(c) Fin a ncial instru m ents At 30 Ju n e 2011, there were no outs t anding contr a cts.
(d) Fin a ncial risk m a nagement o b jectives The Con s olidated Enti t y’s principal f inancial instr u ments are ca s h and term deposit accou n ts. Its financi a l instrume n ts risk is with interest rate r isk on its cas h and term deposits and liq u idity risk for i ts term depo s its.
The Con s olidated Enti t y does not e n ter into or tr a de financial i n struments, including deriv a tive financial instrume n ts, for speculative purpos e s. The Board is updated m o nthly by management as t o the amount s of funds available to the Conso l idated Entity from either c a sh in the bank or term deposits, and co n tinually moni t ors interest r a te movements.
(e) Foreign currenc y risk manag e ment The Con s olidated Enti t y undertakes certain trans a ctions deno m inated in for e ign currencie s , hence exp o sures to exchang e rate fluctuat i ons arise. Th e Consolidate d Entity does not have any f orward forei g n exchange c ontracts as at 30 June 2011 and is exposed t o foreign curr e ncy risk on s a les and purchases domina t ed in a curre n cy other than Aus t ralian dollars . The curr e ncies given ri s e to this risk is primarily th e US Dollar, Euro and British Pound. The Consolidate d Entity incurs co s ts in US Doll a rs for its ope r ations which p rovide a nat u ral hedge for a portion of income deno m inated in US Dolla r s.
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Note 21: Financial instruments (co n tinued)
The carrying amount o f the Consoli d ated Entity’s f oreign curre n cy denominated monetar y assets and monetary liabilities at the reporting date is as f ollows:
| The carry liabilities ing amount of at the reporti the Consolid ngdate is asf ated Entity’sf ollows: oreign curre |
n cy denomina ted mo |
netary assets and m onetary |
|---|---|---|
| Consolida ted |
||
| 2011 US$ 2010 US$ |
||
| Cash Current tr Current tr Cash Current tr Current tr Current tr ade debtors ade creditors ade debtors ade creditors ade debtors |
90,224 146,410 10,434 793,924 47,100 24,042 |
|
| € € |
||
| 45,555 9,150 5,891 48,559 - - |
||
| £ £ |
||
| 10,200 - |
(f) Foreign currenc y sensitivity The Con s olidated Enti t y is mainly e x posed to exc h ange rate risks arising fro m movements in the US Dollar, Euro and Briti s h Pound against the Austr a lian Dollar, a n d the US Dollar from the translation of t h e operations of its Controll e d Entity.
The anal y sis below de m onstrates th e impact of a 1 0% moveme n t of US Dollar and a 5% m o vement of E u ro and British P o und rates ag a inst the Aust r alian Dollar w ith all other v a riables held c onstant. 10% and 5% are t h e sensitivit y rates used w hen reportin g foreign curr e ncy risk inter n ally to key m a nagement p e rsonnel and r epresents manage m ent’s assess m ent of the p o ssible chang e in foreign e x change rates.
| Consolida ted |
|
|---|---|
| 2011 $ 2010 $ |
|
| Profit/Los s - increase 10 - decrease1 % (US$) and 0%(US$)and 5% (€) & (£) 5%(€)&(£) |
(74,279) 74,279 (73,219) 73,219 |
(g) Int e rest rate ris k manageme n t The Con s olidated Enti t y does not h a ve any exter n al loans or b o rrowings as at 30 June 201 1 and is not e x posed to interest r a te risks relat e d to debt. The Con s olidated Enti t y is exposed t o interest rate risk as com p anies in the C onsolidated E ntity hold cash and term deposits at both f ixed and floa t ing interest r a tes. The risk is managed b y the Consoli d ated Entity maintaining an appro p riate mix bet w een both rat e s.
Manage m ent continually monitor its cash require m ents throug h forecasts an d cash flow p r ojections and move funds be t ween fixed a n d variable in t erest instrum e nts to hold t h e maximum a mount possi b le in instrum e nts which pa y the greater r ate of interest. This limits t h e amount of risk associate d with setting a policy on t h e mix of funds to b e held in fix e d or variable interest rate i n struments.
(h) Int e rest rate sensitivity A 100 ba s is point increase or decrease is used wh e n reporting interest rate ri s k internally t o key management personn e l and represents management’s assess m ent of the po s sible change in interest ra t es.
| personne l and represe nts managem ent’s assessm ent of thepos sible change in inter |
est rat es. |
|
|---|---|---|
| Consolida ted |
||
| 2011 | 2010 | |
| $ | $ | |
| Profit/Los s - increase 10 0 basis point s |
4,132 | 1,995 |
| - decrease1 00 basispoin ts |
(4,132) | (1,995) |
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Note 21: Financial instruments (co n tinued)
(i) Cr e dit risk man a gement Credit risk represents the loss that w ould be reco g nised if counterparties defaulted on its c ontractual o b ligations. The Con s olidated Enti t y’s exposure and the credi t ratings of its counterparti e s are continu o usly monito r ed and the aggr e gate value o f transactions c oncluded is s pread amon g approved c o unterparties. Credit expos u re is controlle d by counter p arty limits that are reviewe d and approv e d by the ma n agement annually. Ongoing credit evaluation is also perf o rmed on the f inancial con d ition of acco u nts receivabl e .
The Con s olidated Enti t y does not h a ve significan t credit risk ex p osure to any single count e rparty or any group of counterp a rties having s imilar charac t eristics; because the curre n t major coun t erparties are alliance distributors and publ i c hospitals with approved f unds availabl e prior to pur c hases under m ost circums t ances.
The cred i t risk on financial assets of t he Consolid a ted Entity ha v e been reco g nised on the S tatement of Financial Position, is the carryin g amount, net of any allowa n ce for doubtful debts. Credit risk in res p ect of cash a n d deposit i s minimised a s counterparties are recog n ised financial intermediaries with accept a ble credit ra t ings determined by a reco g nised rating a gency.
| Consolida ted |
|
|---|---|
| Past due but not impa ired |
2011 $ 2010 $ |
| 0 - 45 day 46 – 90 da Over 90d s ys ays |
10,662 - - - - 51 |
| Total | 10,662 51 |
| No badd 2011 (201 ebt was writte 0: Nil). n off duringt he year (2010 : $29,474). Th ere was no do ubtful debtp rovision as at 30 June |
Manage m ent consider s the above debts to be re c overable bas e d on the continuing work w ith the parti e s involved a nd the prog r ess they have made in the m arket, and t h e recognise d long lead ti m e associated with selling capital item, he n ce no impairment allowan c e is required.
(j) Liq u idity risk m a nagement The obje c tive for man a ging liquidity risk is to ens u re the busin e ss has sufficient working capital or acces s to working c apital as and when require d .
The Con s olidated Enti t y limits its ex p osure to liquidity risk by h o lding the majority of its as s ets in cash o r term deposits which can be quickly converted to cash i f required.
The carrying amounts o f financial as s ets and finan c ial liabilities r ecorded at c o st approxim a te their fair v a lues.
The follo w ing table de t ails the Consolidated Enti ty ’s remaining contractual m aturity for its non-derivativ e financial assets and liabilities. T h e table has b een drawn u p based on th e undiscount e d cash flows e xpected to be received / paid by the C onsolidated E ntity.
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Note 21: Financial instruments (co n tinued)
| Consolid ated W eighted Average effective interest Rate% |
F Floating interest $ ixed interest Within 1 year $ rate maturing 1 to 5 years $ Non- interest bearing $ Total $ |
F Floating interest $ ixed interest Within 1 year $ rate maturing 1 to 5 years $ Non- interest bearing $ Total $ |
|---|---|---|
| 2011 Financial Cash Trade rec Other rec Total fina Financial Trade cre Payables Total fina assets eivables eivables ncial assets liabilities ditors ncial liabilities 4.9 - |
889,926 - - |
1,235,230 - - - - - - 163,991 19,811 2,125,156 163,991 19,811 |
| 889,926 | 1,235,230 - 183,802 2,308,958 |
|
| - - |
- - - - 54,387 93,886 54,387 93,886 |
|
| - | - - 148,273 148,273 |
|
| Net finan cial assets |
889,926 | 1,235,230 - 35,529 2,160,685 |
| 2010 Financial Cash Trade rec Other rec Total fina Financial Trade cre Payables Total fina assets eivables eivables ncial assets liabilities ditors ncial liabilities 3.7 - |
878,558 - - |
469,319 - - 28,167 - - - 55,313 24,701 1,376,044 55,313 24,701 |
| 878,558 | 469,319 28,167 80,014 1,456,058 |
|
| - - |
- - - - 92,241 78,730 92,241 78,730 |
|
| - | - - 170,971 170,971 |
|
| Net finan cial assets |
878,558 | 469,319 28,167 (90,957) 1,285,087 |
| Reconcili ation of netf inancial asse ts to net as |
se ts |
2011 $ 2010 $ |
| Net finan Non finan Current ta Inventorie Prepayme Plant and Intangible Provisions cial assets as cial assets an x receivable s nts equipment assets above d liabilities |
2,160,685 344,896 213,882 52,778 93,289 510,487 (240,412) 1,285,087 370,529 329,456 54,325 95,564 525,486 (210,412) |
|
| Net asse ts per Statem ent of Financ ial Position |
3,135,605 2,450,035 |
Note 22: Related par t y disclosures
Transacti o ns between r elated partie s are on normal commercial terms and c o nditions, no m ore favoura b le than those av a ilable to oth e r parties unle s s otherwise stated.
Parent a n d Controlle d Entity Parent E n tity Significa n t investment s in subsidiari e s: Usc o m, Inc. Country o f subsidiary i n corporation: U.S. A Proporti o n of ownersh i p interest: 100 % Consoli d ated The Pare n t and Ultima t e Parent Enti t y is Uscom L t d.
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| Consolida ted |
|
|---|---|
| 2011 $ 2010 $ |
|
| Note 22: Transacti Other rel CFO Stra As a Com provides Servicesr Ecrucis Pt As a Dire throughE Servicesr 3 Pools Pt Rent rece who is ad Related part ons between ated parties tegic Chartere pany Secreta services to the endered y Limited ctor of Uscom crucis Pty Lim endered y Limited ived from 3 P irector of Usc y disclosures related part d Accountan ry and ChiefF Company th Ltd, Mr PhilK ited. ools Pty Limite om Limited. (continued) ies ts inancial Offic rough CFO S iely provides d, a compan er of UscomL trategic Chart services to th y owned byM td, Mr Fah ered Account e Company r Jochen Bon ants. itz 65,994 108,000 3,182 51,367 - - |
Key man a gement personnel The follo w ing were ke y management personnel o f the Consoli d ated Entity a t any time dur i ng the repor t ing period and unle s s otherwise i n dicated were key manage m ent personnel for the enti r e period:
Non-Executive Directors Roman Z w olenski, No n -Executive Director (ceased to be a Dir e ctor on 22[nd] D ecember 2010) Bruce Ra t hie, Non-Executive Direct o r Jochen Bonitz, Non-E x ecutive Direc t or (commen c ed on 4[th] Ja n uary 2011) Executiv e Directors Rob Phill i ps, Executive Director, Chi e f Executive O fficer Phil Kiely , Executive C h airman (commenced on 2 2 nd Decembe r 2010) Senior E x ecutives Daniel F a h, Chief Fina n cial Officer, C ompany Sec r etary Nick Schicht, General M anager Ali Hugh e s-Jones, Ma r keting Execu t ive, Europe ( c eased on 10[t] h December 2 010) Deb Joh n son, VP Mar k eting and Gl o bal Distributi o n
For furth e r remunerati o n informatio n of key mana g ement pers o nnel refer to t he remunera t ion report in the Directors’ report on p a ges 10 to 15.
The aggregate compe n sation made to Directors a nd other me m bers of key m anagement p ersonnel of t he Compan y and the Consolidated Entity is set out b elow:
| Consolida ted |
|||
|---|---|---|---|
| 2011 | 2010 | ||
| $ | $ | ||
| Short-term employeeb enefits |
551,654 | 651,733 | |
| Post-emp loyment bene fits |
55,987 | 70,032 | |
| Other pay ments |
187,406 | 57,171 | |
| Share-bas edpayment |
327,731 | 15,713 | |
| Total key managemen t personnel |
remuneration |
1,122,778 | 794,649 |
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| Parent | |
|---|---|
| 2011 $ 2010 $ |
|
| Note 23: Set out b Statemen Loss after Parent entity elow is the su t of compreh income taxc information pplementaryi ensive incom redit nformation ab e out the pare nt entity. (2 ,702,672) (1,708,012) |
|
| Total com prehensive lo ss |
(2 ,702,672) (1,708,012) |
| Statemen Total curr t of financia ent assets l position |
2 ,870,703 2,188,604 |
| Total asse ts |
3 ,445,954 2,810,256 |
| Total curr ent liabilities |
269,424 304,934 |
| Total liab ilities |
367,567 392,537 |
| Equity Contribut Optionsr Accumula ed equity eserve ted losses |
2 (19 1,376,920 1,373,495 ,672,028) 18,345,462 1,041,613 (16,969,356) |
| Total equ ity |
3 ,078,387 2,417,719 |
Conting e nt liabilities The pare n t entity had n o contingent liabilities as a t 30 June 2011 and 30 Jun e 2010. Capital c ommitments – Property, p lant and eq u ipment The pare n t entity had n o capital co m mitments for property, plant and equip m ent as at 30 J une 2011 an d 30 June 2010. Significa n t accountin g policies The accounting polici e s of the pare n t entity are c o nsistent with those of the c onsolidated e ntity, as disclosed in note 2.
| Consolida ted |
Consolida ted |
|||||
|---|---|---|---|---|---|---|
| 2011 | 2010 |
|||||
| $ | $ |
|||||
| Note 24: Commitmen ts |
||||||
| Operatin g lease comm itments |
||||||
| Operating commitmen ts represent |
p ayments due |
for office rent als and have |
an |
|||
| averaget erm from 18t o 30 months. |
||||||
| Less than 1 year |
123,337 | 118,594 |
||||
| Between 1 and 5years |
64,136 | 187,473 |
||||
| Total ope ratingcomm itments |
187,473 | 306,067 |
||||
| Note 25: Auditors’ rem uneration |
||||||
| Remuner ation of PKF East Coast |
P | ractice for | ||||
| Audit off inancial repor t |
39,000 | 39,000 |
||||
| Review of financial repo rt |
17,000 | 17,000 |
||||
| Non-audi t services |
2,000 | 2,000 |
||||
| Remuner ation of PKF California for |
||||||
| Tax consu ltingservices |
2,409 | 6,981 |
||||
| Total aud itors’ remun eration |
60,409 | 64,981 |
Note 26: Operating s e gments
Segmen t information The Con s olidated Enti t y operates in the global h e alth and medical products industry. The Con s olidated Enti t y sells a single product, th e A1 monitor. Geographic a l segment re p orting is therefore the appropri a te method o f reporting operating segm e nts. Globally t he Company has five geo g raphic sales a nd distributi o n segments as shown belo w . For each s e gment, the CEO and CFO review internal mana g ement repo r ts on at least a monthly ba s is.
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Note 26: Operating s e gments (co n tinued)
The larg e st customer g roup which operates in th e USA, Europ e , and Australi a accounts fo r 42% of the t o tal sales revenue. The busines s es 2[nd] largest customer ac c ounts for ove r 35% of the t o tal sales rev e nues and op e rates exclusively in Asia.
Basis of a ccounting f o r purposes o f reporting b y operating s egments Accounti n g policies
Segment information i s prepared in conformity wi t h the accounting policies o f the entity a s disclosed in note 2 and accounti n g standard A ASB 8 Opera t ing Segment s which requires a ‘Management approa c h’ under whi c h segment informati o n is present e d on the same basis as tha t used for int e rnal reportin g purposes. T his has resulted in no change t o the reporta b le segments as operating s egments continue to be reported in a m anner consistent with the internal r e porting provided to the c h ief operating decision ma k er, which is the Board of Directors.
Segment revenues, ex p enses, asset s and liabilitie s are those th a t are directly attributable t o a segment. Segment assets in c lude all asset s used by a s e gment and c o nsist primarily of inventori e s, property, p lant and equ i pment and intangibl e assets. Whi l e most of these assets can be directly at t ributable to individual seg m ents, the ca r rying amounts of certain ass e ts used jointly by segmen t s are not allo c ated. Segm e nt liabilities c onsist primarily of trade and othe r creditors, e m ployee bene f its and provi s ions for warr a nties. Segment assets and liabilities do n ot include deferred income taxes.
| A ustralia |
A ustralia |
A sia |
A sia |
US A |
US A |
Europ e |
Other region |
Unallocated | Eliminated | Consolidated | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | |||||
| 2011 | |||||||||||
| Sales toe xternal |
|||||||||||
| customer s |
715 | 291,9 63 |
444,8 | 75 | 87,02 6 |
10,234 | - | - | 834,813 | ||
| Other rev enues |
4 4,505 |
- | - | 1,55 5 |
- | - | - | 46,060 | |||
| Total seg ment |
|||||||||||
| revenues | 4 5,220 |
291,9 63 |
444,8 | 75 | 88,58 1 |
10,234 | - | - | 880,873 | ||
| Segment | |||||||||||
| expenses | 326 | 87, 133 |
1,012,1 | 80 | 282,81 5 |
6,870 | 3,220,747 | (698,389) | 3,911,682 | ||
| Segment result |
4 4,894 |
204,8 30 |
(567,30 5) |
(194,234 ) |
3,364 | (3,220,747) | 698,389 | (3,030,809) | |||
| Income ta x credit |
34 4,896 |
- | - | - | - | - | - | 344,896 | |||
| Consolida ted loss |
|||||||||||
| from ordi nary |
|||||||||||
| activities after |
|||||||||||
| income ta x credit |
(2,685,913) | ||||||||||
| Segment assets |
38 1,660 |
- | 254,7 | 44 | 206,44 5 |
- | 2,710,777 | (29,336) | 3,524,290 | ||
| Segment | |||||||||||
| liabilities | 39 6,903 |
- | 21,1 | 18 | - | - | - | (29,336) | 388,685 | ||
| Acquisitio n of |
|||||||||||
| property, plant |
|||||||||||
| and equip ment |
|||||||||||
| and intan gibles |
3 6,595 |
12,2 31 |
8,9 | 61 | 40,15 3 |
- | - | - | 97,940 | ||
| Impairme nt of |
|||||||||||
| patents | - | 11,7 31 |
- | - | - | - | - | 11,731 | |||
| Depreciat ion and |
|||||||||||
| amortisat ion |
4 4,804 |
5 00 |
25,3 | 86 | 25,22 3 |
- | 7,499 | - | 103,412 |
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inued
Note 26: Operating s e gments (co n tinued)
| Australia $ Asia $ USA $ |
Europe U $ nallocated $ Eliminated $ Consolidated $ |
|---|---|
| 2010 Sales toe customer Other rev Total seg revenues Segment Segment Income ta xternal s enues ment expenses result x credit 22,710 19,950 42,660 5,817 36,843 370,529 307,721 - 307,721 94,259 213,462 - 477,048 - 477,048 557,862 (80,814) ( - 29,434 1,235 30,669 259,172 228,503) (2 - - 160,907 160,907 2,460,513 ,299,606) - - - - (230,412) 230,412 - 836,913 182,092 1,019,005 3,147,211 (2,128,206) 370,529 |
|
| Consolida from ordi activities tax credit ted loss nary after income |
(1,757,677) |
| Segment Segment assets liabilities 505,256 392,534 - - 243,760 18,748 |
191,515 - 1,920,786 - (29,899) (29,899) 2,831,418 381,383 |
| Acquisitio property, equipmen intangible Impairme Depreciat amortisat n of plant and t and s nt of patents ion and ion 44,123 - 42,042 23,318 55,678 10,860 38,361 - 25,072 |
49,599 - 22,968 - - 4,205 - - - 155,401 55,678 105,147 |
Note 27: Contingencies There were no contingencies as at 3 0 June 2011.
Note 28: Subsequent events No matt e r or circumst a nce has arise n since the e n d of the financial year to the date of this report, that has significa n tly affected or may signific a ntly affect th e activities of t he Consolidated Entity, th e results of th o se activities or the state o f affairs of the Consolidate d Entity in the ensuing or a n y subsequen t financial yea r .
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In the dir e ctors' opinion:
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t he attached f inancial statements and notes thereto c o mply with th e Corporation s Act 2001, th e A ccounting S t andards, the Corporations Regulations 2 001 and other mandatory p rofessional r e porting requirements ;
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• t he attached f inancial statements and notes thereto c o mply with Int e rnational Financial Report i ng S tandards as i ssued by the International A ccounting S t andards Boa r d as describ e d in note 2 to the f inancial statements;
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• t he attached f inancial statements and notes thereto give a true and fair view of the consolidated entity's f inancial posi t ion as at 30 J u ne 2011 and of its perfor m ance for the financial year e nded on tha t date;
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• having regar d to the disclo s ures made r e garding going concern in n ote 2 to the f inancial state m ents t here are rea s onable grounds to believe that the com p any will be a b le to pay its d ebts as and w hen they b ecome due a nd payable.
The dire c tors have be e n given the declarations re q uired by sec t ion 295A of the Corporati o ns Act 2001. Signed i n accordance w ith a resolution of directo r s made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the direc t ors
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Rob Phill i ps Director
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Phil Kiel y Director
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To the m e mbers of Us c om Limited
Report on the Financial Report
We have audited the accompanying financial rep o rt of Uscom L imited, which comprises the statement o f financial position a s at 30 June 2 011, the stat e ment of comprehensive income, the sta t ement of ch a nges in equit y and the statement of cash flow s for the year t hen ended, n otes comprising a summar y of significan t accounting p olicies, other ex p lanatory info r mation, and the directors’ d eclaration o f USCOM Limited (the com p any) and the consolid a ted entity. T h e consolidat e d entity com p rises the co m pany and the entities it co n trolled at the year’s end or fr o m time to ti m e during the financial year .
Directors’ Responsibili t y for the Financial Report
The dire c tors of the company are re s ponsible for t he preparati o n of the financial report th a t gives a tru e and fair view in a c cordance wit h Australian A ccounting St a ndards and t h e Corporati o ns Act 2001 a n d for such internal control a s the director s determine is necessary to enable the preparation of the financial r e port that is free from material m isstatement, whether due to fraud or e r ror. In Note 2 , the director s also state, i n accordance w ith Accounti n g Standard A ASB 101 Pre s entation of F i nancial State m ents , that the financial sta t ements com p ly with Internati o nal Financial Reporting St a ndards .
Auditor’s Responsibilit y
Our resp o nsibility is to express an o p inion on the f inancial report based on our audit. We c onducted o u r audit in accordance with Austr a lian Auditing Standards. T hose standar d s require tha t we comply w ith relevant e thical requirements relating t o audit enga g ements and p lan and perf o rm the audit to obtain rea s onable assur a nce about whether the financial report is free from material misstat e ment.
An audit involves perf o rming proce d ures to obtai n audit evide n ce about the amounts and disclosures i n the financial r eport. The p r ocedures sel e cted depend on the audit o r’s judgement, including t h e assessmen t of the risks of m aterial missta t ement of the financial rep o rt, whether due to fraud or error. In ma k ing those ris k assessm e nts, the auditor considers i n ternal contr o l relevant to t he entity’s pr e paration and fair presenta t ion of the financial r eport in order to design a u dit procedur e s that are ap p ropriate in t h e circumstan c es, but not f o r the purpose o f expressing an opinion o n the effectiv e ness of the e n tity’s internal control. An a udit also incl u des evaluatin g the approp r iateness of a c counting pol i cies used an d the reasona b leness of acc o unting esti m ates made by the directors, as well as ev a luating the o v erall present a tion of the fi n ancial report .
We belie v e that the audit evidence w e have obtai n ed is sufficient and appro p riate to prov i de a basis for our audit opinion.
Indepen d ence
In condu c ting our audit, we have co m plied with t h e independe n ce requirem e nts of the C o rporations A c t 2001 .
Tel: 61 2 9 251 4100 | F ax: 61 2 9240 9821 | www.pkf.com.au PKF | ABN 83 236 985 726 Level 10, 1 Margaret S t reet | Sydne y | New Sou t h Wales 2000 | Australia DX 1017 3 | Sydney St o ck Exchange | New Sout h Wales
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The PKF East Coast Practice is a m ember of the PKF International Limited n etwork of legally in d ependent member f irms. The PKF East CCoast Practice is als o a member of the PKF Austr a lia Limited national network of legally independent firms ea c h trading as PKF. P K F East Coast Practice has offices in NSWW, Victoria and Brisbane. PKF East Coast Practic e does not accept re s ponsibility or liability for the actions or i n actions on the part of any other individual member firm or firrms. Liability limited by a scheme appr o ved under Professi o nal Standards Legis l ation
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ntinued
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Opinion
In our opinion:
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(a) the financial re p ort of Usco m Ltd and the consolidated entity is in a c cordance wi t h the Corpo r ations Act 2 0 01 , including:
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(i) giving a true and fair view of the c ompany’s a n d consolidat e d entity’s fin a ncial position as at 30 June 20 1 1 and of thei r performanc e for the year e nded on that date; and
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(ii ) complyi n g with Austr a lian Accounti n g Standards and the Corporations Reg u lations 2001 ; and
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(b) the financial re p ort also com p lies with Inte r national Financial Reporting Standards a s disclosed i n Note 2.
Emphasi s of Matter
Without q ualifying ou r opinion, we draw attention to Note 2 in the financial report, w hich indicates that the consolid a ted entity in c urred a total c omprehensi v e loss of $2,6 7 7,770 during the year end e d 30 June 2 0 11 and, as of that d ate, the con s olidated ent i ty incurred n et operating cash outflo w s of $2,194, 3 24 for the y e ar. These conditio n s, along with other matter s as set forth in Note 2, in d icate the existence of a m aterial uncertainty that may cast significant d o ubt about the consolidat e d entity’s ability to contin u e as a going concern and therefore, the cons o lidated entit y may be un a ble to realis e its assets a n d discharge its liabilities in the normal course of business
Report on the Remuneration Report
We have audited the R emuneration Report included in pages 10 to 15 of the directors’ re p ort for the ye a r ended 30 June 2 011. The directors of the c o mpany are r e sponsible for the preparation and prese n tation of the Remuner a tion Report in accordance with section 3 00A of the C o rporations Act 2001 . Our r esponsibility is to express a n opinion on the Remuner a tion Report, b ased on our audit conduc t ed in accord a nce with Aus t ralian Auditing Standards.
Opinion
In our o p inion, the R e muneration R eport of Us c om Limited for the year ended 30 Ju n e 2011, co m plies with section 3 0 0A of the C o rporations A c t 2001.
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John Br e solin Partner
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ION
Addition a l information required by A ustralian Sto c k Exchange L isting Rules i s as follows. T h is information is current a s at 31 July 2 0 11.
| (a) Dist ribution Sch edules of Sha reholder |
|
|---|---|
| Holdings Ranges Ho Nu lders mber |
Ordinar N y shares umber % |
| 1 – 1,000 1,001 – 5, 5,001 – 10 10,001 –1 100,001– 000 ,000 00,000 99,999,999,99 9 113 222 78 133 46 |
4, 46, 81,208 660,218 625,339 745,180 012,543 0.156 1.267 1.200 9.103 88.274 |
| Total 592 |
52, 124,488 100 |
There were 198 holder s of less than a marketable parcel of 232,021 ordinary s hares.
(b) Class of shares a nd voting ri g hts All share s are ordinary shares. Each o rdinary shar e is entitled to one vote wh e n a poll is called, otherwis e each member present at a m eeting or by proxy has on e vote on a sh o w of hands.
(c) Su b stantial shar e holders The nam e s of the subs t antial shareh o lders listed i n the holding company’s register as at 3 1 July 2011 ar e :
| Robert Al lan Phillips |
16 ,996,733 |
|---|---|
| Gary Des mond Davey |
6 ,219,000 |
| Bell Potte r NomineesL td |
2 ,124,836 |
| JP Morga n NomineesA ustralia |
2 ,004,000 |
| Invia Cust odian Pty Lim ited |
1 ,688,118 |
| (d) Twe ntylargest r egistered ho lders – ordina ryshares |
(d) Twe ntylargest r egistered ho lders – ordina ryshares |
||
|---|---|---|---|
| Balancea s at 31 July 20 11 |
Ordinary shares |
||
| Number | % | ||
| Robert Al lan Phillips |
16,996,733 | 32.61% | |
| Gary Des mond Davey |
6,219,000 | 11.93% | |
| Bell Potte r NomineesL td nees A/C> |
2,124,836 | 4.08% | |
| JP Morga n NomineesA ustralia h Income A/**C**\ > |
2,004,000 | 3.84% | |
| Invia Cust odian Pty Lim ited <Riverbe l Family No |
3 A/C> |
1,688,118 | 3.24% |
| DRP Cart ons (NSW) Pty Ltd artons (NSW)\ PL S/F A/C> |
1,453,801 | 2.79% | |
| Hinona Pt y Ltd lace Consult**a**\ nt S/F A/C> |
1,222,159 | 2.34% | |
| Arinya Inv estments Pty Ltd |
1,050,000 | 2.01% | |
| Belfort Inv estment Adv isors Ltd |
1,000,000 | 1.92% | |
| Liddel Gr oup Ltd |
1,000,000 | 1.92% | |
| StreamG roup Aust Pty Ltd |
954,111 | 1.83% | |
| Mr Alister John Forsyth |
768,809 | 1.47% | |
| Mr Ruthe rford JamesB rowne & Mrs Sheba Elizabe th MarjorieB rowne |
691,792 | 1.33% | |
| Bannaby InvestmentsP ty Ltd |
666,667 | 1.28% | |
| Gailforce Marketing & PR Pty Ltd <H ale Agency S/ F A/C> |
553,809 | 1.06% | |
| ApollanP ty Ltd |
547,700 | 1.05% | |
| DRP Cart ons (NSW) Pty Ltd |
507,876 | 0.97% | |
| ABN AMR O ClearingS ydney dian A/C> |
500,030 | 0.96% | |
| Jules Flac h |
500,000 | 0.96% | |
| Ross Plan ningPtyLtd< S Alston Sup erannuation |
A /C> |
451,269 | 0.87% |
| Total | 40,900,710 | 78.46% |
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ntinue d
Register e d office and principal pl a ce of office Level 7, 10 Loftus Stre e t Sydney N SW 2000 Aus t ralia Tel: 0 2 9247 4144 Fax: 0 2 9247 8157
Compan y Secretary Daniel F a h
Register s of securitie s Boardro o m Pty Limite d
Level 7, 2 07 Kent Street Sydney N SW 2000 Aus t ralia
GPO Bo x 3993 Sydney N SW 2001 Aus t ralia
Tel: 1300 737 760 Fax: 1300 653 459 www.boardroomlimite d .com.au
Stock ex c hange listin g Quotation has been g r anted for 52,124,488 ordin a ry shares of t h e Company o n all Membe r Exchanges o f the Australia n Stock Exchange Limited.
Unquoted securities Options o ver unissued shares
A total o f 7,710,000 op t ions over or d inary shares a re on issue. 2,000,000 opti o ns are on iss u e to OSI System. 4,400,00 0 options are o n issue to tw o Directors, 1,000,000 opti o ns are on issue to a memb e r of advisory board and 310, 0 00 options a r e on issue to s even emplo y ees under th e Uscom Ltd E mployee Sha r e Option Pla n .
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Us
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c om Limited /
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Annual Report
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2011 / 47
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