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VINYL GROUP LTD Annual Report 2013

Aug 29, 2013

66014_rns_2013-08-29_dc3a7c80-3d8d-4ec9-bd41-531d523df5d4.pdf

Annual Report

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ASX ANNOUNCEMENT ASX AND MEDIA RELEASE CODE: MBO Date: 30 August 2013

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MBO improving results by last quarter of FY2013

  • Full year loss reduced by $0.235M or 16% over the previous year

  • Improvement in sales position over last eight months including the start of the new financial year

Perth, Western Australia : Global marine

safety equipment provider, Mobilarm Limited (ASX: MBO) (“The Company”) today reported full year results for the year ended 30 June 2013. Mobilarm reported an overall decrease in its operating loss by 16% to $1,239,280, continuing its path to profitability.

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Ken Gaunt, Mobilarm’s Chief Executive Officer, commented: “The changes made over the last 18 months have allowed the company to continue operating considerably better than in past years. We are introducing new products and financial solutions that have been well received in their initial trials with customers. Our focus on sales has been fundamental in the growth in business orders from our third quarter through to our current quarter, where two months in, we are close to exceeding our previous full quarter. With a full pipeline of sales opportunities, we anticipate exceeding our last quarter results.”

TEL. +61 8 9315 3511 MOBILARM LIMITED (ABN 15 106 513 580) FAX. +61 8 9315 3611 768 CANNING HIGHWAY PO BOX 1533 APPLECROSS 6953 WESTERN AUSTRALIA WWW.MOBILARM.COM [email protected]

Mobilarm’s Chief Financial Officer, Jorge Nigaglioni, commented: “Our business structure is now far more flexible to operate in tougher business conditions. Our operations are running more efficiently and we can devote more focus on growing our sales to accelerate our path to profitability and sustainable long term returns to our shareholders. This is evidenced by our increased order volume since the third financial quarter of 2013. We are working closely with our existing and prospective customers to make sure we address their needs via a comprehensive product portfolio and attractive financial options.”


Ken Gaunt Chief Executive Officer

Perth, Western Australia 30 August 2013

Further details

Ken Gaunt

Chief Executive Officer

Email: [email protected] Tel.: +61 417 961 770 Tel.: +44 782 731 4442 www.mobilarm.com

2

APPENDIX 4E

Full Year Report 30 June 2013

MOBILARM LIMITED

ACN 106 513 580

Results for announcement to the market

June 2013 June 2013 June 2012
Financial Results Movement $ $
Revenue from ordinaryactivities (22%) 4,279,624 5,469,184
Profit/(loss) from ordinary activities after tax attributable to
members
16% (1,239,280) (1,474,638)
Netprofit/(loss)for theperiod attributable to members 16% (1,239,280) (1,474,638)
Dividends Amount per
OrdinarySecurity
Franked amount per
security
2013 dividend Nil -
2012 dividend Nil -
Record date for determiningentitlements to interim dividends N/A
**Net Tangible Asset/(Liability) Backing ** June 2013 June 2012
Net tangible asset/(liability) backing per ordinary security – cents
per share
0.1 0.6

3

MOBILARM LIMITED

PRELIMINARY STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2013

Note
Revenue
Sale of goods
Interest
Rental income
Other income
(10)
Changes in inventories of finished goods and work in progress
Raw materials and consumables purchased
Employee benefits
Share based compensation expense
Depreciation and amortisation
Advertising
Audit and tax
Accountancy
Freight and cartage
External consultants and contractors
Rental
Travel and accommodation
Allowance for doubtful debts
Payroll tax
Legal fees
Telephone and internet charges
Insurance
Printing, postage and stationery
Motor vehicles
Finance costs
Foreign exchange (loss)/gain
Redundancy costs
Provision for unused leased facilities
Other expenses
Loss before income tax
Income tax benefit
Loss after income tax from continuing operations
Mobilarm
2013
$
4,279,624
14,777
180
4,294,581
-
(1,205,655)
307
(1,759,163)
(77,687)
(577,671)
(45,095)
(46,423)
(76,731)
5,830
(265,665)
(80,105)
(238,476)
(607,639)
(20,826)
(79,671)
(72,150)
(79,359)
(90,502)
(57,588)
(137,473)
174,777
(27,115)
-
(460,168)
(1,529,667)
290,387
(1,239,280)
Limited
2012
$
5,473,269
22,681
19,466
5,515,416
336,086
(1,646,902)
(103,378)
(2,843,570)
283,497
(389,209)
(9,179)
(71,473)
(68,620)
(41,489)
(391,116)
(200,999)
(343,096)
(15,269)
(104,267)
(140,442)
(61,010)
(79,092)
(111,903)
(36,854)
(230,644)
(76,439)
(275,503)
(187,235)
(718,242)
(2,011,292)
536,654
(1,474,638)

4

Other comprehensive income
Changes in value of available-for-sale investments, net of tax
Total comprehensive loss for the period
Basic earnings per share (cents per share)
(6)
Diluted earnings per share (cents per share)
(6)
-
(1,239,280)
(0.4)
(0.4)
-
(1,474,638)
(0.6)
(0.6)

5

MOBILARM LIMITED

PRELIMINARY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2013

Note
CURRENT ASSETS
Cash assets
Restricted cash
Trade and other receivables
Inventories
Prepayments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Intangible assets
(3)
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Financial liability – Contingent Consideration
(10)
Interest bearing loans and borrowings
(4)
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
Interest Bearing loans and borrowings
(4)
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
(5)
Accumulated Losses
Reserves
(5)
TOTAL EQUITY
Mobilarm
2013
$
589,072
48,217
981,729
482,739
105,867
2,207,624
229,167
3,088,432
3,317,599
5,525,223
1,166,374
-
723,954
226,307
2,116,635
17,425
17,738
35,163
2,151,798
3,373,425
27,790,295
(24,752,057)
335,187
3,373,425
Limited
2012
$
1,091,190
265,174
1,463,688
293,587
93,770
3,207,409
320,717
2,959,544
3,280,261
6,487,670
1,483,522
114,233
23,312
405,822
2,026,889
9,802
30,194
39,996
2,066,885
4,420,785
27,710,729
(23,512,777)
222,833
4,420,785

6

MOBILARM LIMITED

PRELIMINARY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2013

As at 30 June 2011
Net loss for the period
Other comprehensive income
Total comprehensive loss for the period
Transactions with owners in their capacity as owners
Issue of equity
Cost of share issues
Conversion of convertible notes into ordinary shares
Issue of deferred ordinary share compensation from
MRT acquisition
Share based payments Ordinary Shares
Share based payments Performance Shares
Forfeiture of Performance Shares
Share based payments – Stock Options
Forfeiture of Stock Options
As at 30 June 2012
Net loss for the period
Other comprehensive income
Total comprehensive loss for the period
Transactions with owners in their capacity as owners
Issue of deferred ordinary share compensation from
MRT acquisition
Share based payments Performance Shares
Forfeiture of Performance Shares
Share based payments Performance Share Rights
Share based payments – Stock Options
Forfeiture of Stock Options
As at 30 June 2013
Issued Capital
$ 24,990,901
-
-
2,458,334
(208,345)
350,000
351,265
62,500
184,889
(478,815)
-
-
27,710,729
-
-
114,233
16,000
(50,667)
-
-
-
27,790,295
Accumulated
Losses
$ (22,038,139)
(1,474,638)
(1,474,638)
-
-
-
-
-
-
-
-
-
(23,512,777)
(1,239,280)
(1,239,280)
-
-
-
-
-
-
(24,752,057)
Stock Option
Reserve
$ 212,405
-
-
-
-
-
-
-
-
-
22,549
(12,121)
222,833
-
-
-
-
-
29,549
82,805
-
335,187
Total Equity
$ 3,165,167
(1,474,638)
(1,474,638)
2,458,334
(208,345)
350,000
351,265
62,500
184,889
(478,815)
22,549
(12,121)
4,420,785
(1,239,280)
(1,239,280)
114,233
16,000
(50,667)
29,549
82,805
-
3,373,425

7

MOBILARM LIMITED PRELIMINARY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2013

Note
CASH FLOWS FROM
OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Payment for research & development
R&D tax rebate
Rental income & recoveries
Interest and other borrowing costs paid
NET CASH FLOWS USED IN OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
Acquisition of business
(10)
Term Deposit
NET CASH FLOWS PROVIDED/(USED) IN INVESTING
ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings – related parties
Repayment of borrowings
Proceeds from share issues
Costs of share issue
NET CASH FLOWS PROVIDED BY FINANCING
NET INCREASE/(DECREASE) IN CASH HELD
CASH AT THE BEGINNING OF THE FINANCIAL YEAR
CASH AT THE END OF THE FINANCIAL YEAR
2013
$
3,822,246
(5,567,185)
11,726
(263,158)
584,645
-
(21,710)
(1,433,436)
(7,578)
-
217,907
210,329
720,989
-
-
-
720,989
502,118
1,091,190
589,072
2012
$
5,876,388
(8,108,878)
22,681
(453,577)
576,205
21,412
(23,516)
(2,089,285)
(12,851)
(156,925)
(48,217)
(217,993)
-
(734,422)
4,248,765
(208,345)
3,305,998
998,720
92,470
1,091,190

8

NOTES TO THE PRELIMINARY FINAL REPORT (UNAUDITED) FOR THE YEAR ENDED 30 JUNE 2013

1 CORPORATE INFORMATION

The financial report of Mobilarm Limited (the “Company”) for the year ended 30 June 2013 was authorised for issue in accordance with a resolution of directors on 30 August 2013.

Mobilarm Limited is a Company limited by shares incorporated and domiciled in Australia. The nature of the operations and principal activities of the Company are described in the Director’s Report.

The Company owns three wholly owned subsidiary companies as follows:

Name Country of Incorporation Date of Establishment
Marine Rescue Technologies Ltd United Kingdom
Mobilarm, Inc. United States of America
Rentquip Ltd United Kingdom 14 June 2013

The Company also owns 50% ownership stake of a joint venture as follows:

Name Country of Incorporation Date of Establishment
Mobilarm Nigeria Nigeria 19 March 2013

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation

The preliminary final report has been prepared in accordance with the Australian Securities Exchange Listing Rules as set out in Appendix 4E and in accordance with the measurement and recognition (but not disclosure) requirements of the Australian Accounting Standards, Corporations Act 2001 and other pronouncements of the Australian Accounting Standards.

As such, this preliminary final report does not include all the notes of the type included in an annual financial report and accordingly, should be read in conjunction with the annual report for the year ended 30 June 2012 and with any public announcement made by Mobilarm Limited during the reporting period in accordance with the disclosure requirements of the Corporations Act 2001.

The accounting policies and methods of computation are the same as those adopted in the most recent annual financial report.

The accounting policies and methods of computation are the same as those adopted in the annual financial report for the year ended 30 June 2012.

The financial report is presented in Australian Dollars and all values are rounded to the nearest dollar.

(b) Going Concern

This report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business.

9

The Company has incurred a net loss after tax for the year ended 30 June 2013 of $1,239,280 (2012: $1,474,638) and experienced net cash outflows from operating activities of $1,433,436 (2012: $2,089,285). As 30 June 2013, the Company had net assets of $3,373,425 (2012: $4,420,785).

Notwithstanding the above, the ability of the Company to continue as a going concern is reliant on:

  • increased cash flows from operations, and/ or

  • the raising of funds through a debt or equity issues.

The Directors have reviewed the business outlook and plans of the company and believe that the Company will achieve increased cash flows from operations to sustain its ability to continue as a going concern, which will also make the raising of funds more achievable if needed. The Company decreased its revenues by 22% and has reduced its losses by 16% compared to the previous year. The Company has made significant expense reductions which allowed it to reduce its losses in the current year despite a decrease in revenues. The Company is focused on delivering new products and new financial models to expand its sales, including an expanded sales team. Should the entity not achieve the matters set out above, there is significant uncertainty whether the entity will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at amounts stated in the financial report.

The financial report does not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

10

3 INTANGIBLE ASSETS

INTANGIBLE ASSETS
Intangible assets net of amortisation
Development Cost
Goodwill
Incorporation Cost
Intangible assets net of amortisation
June 2013
June 2012
$
$
1,164,364
1,034,879
1,924,068
1,924,068
-
597
3,088,432
2,959,544

4 INTEREST BEARING LOANS AND BORROWINGS

INTEREST BEARING LOANS AND BORROWINGS
CURRENT
Intangible assets net of amortisation
Credit facility (1)
Finance leases
NON CURRENT
Finance leases
June 2013
June 2012
$
$
720,989
-
720,989
-
2,965
4,420
723,954
4,420
17,738
19,681

The Company entered into various interest bearing loans for working capital purposes. The terms of each loan are described below.

  • (1) The Company entered into credit facility with its director Ken Gaunt for up to $1,000,000 on 8 March 2013. The facility is at an interest rate of 5.53% per annum. The Company had drawn down $720,989 as of 30 June 2013.

11

5 CONTRIBUTED EQUITY

Ordinary shares (a)
Ordinary shares to be issued under the Entitlements
Offer
Performance shares (b)
Contributed equity
(a) Ordinary Shares
Movement in ordinary shares on issue
Balance at beginning of year
Issuance of equity
Cost of share issues
Issue of deferred ordinary share compensation from
MRT acquisition
Share based payments - Ordinary Shares
Conversion of Convertible Notes
Balance at end of the year
June 2013
June 2012
$ $ 27,623,480
27,509,247
166,815
201,482
27,790,295
27,710,729
June 2013
June 2012
Number
$
Number
$
296,704,866
27,509,247
193,581,712
24,495,494
-
-
86,305,708
2,453,080
-
-
-
(208,345)
2,855,815
114,233
8,567,446
356,518
-
-
1,250,000
62,500
-
-
7,000,000
350,000
299,560,681
27,623,480
296,704,866
27,509,247

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

(b) Performance Shares
(i)
Movement in Performance Shares Class B
Balance at beginning of year
Expiry of shares during the year
Forfeiture of shares during the year
Share based payment expense for the year
Balance at end of the year
(ii)
Movement in Performance Shares Class C
Balance at beginning of year
Share issue
Forfeiture of shares during the year
Share based payment expense for the year
Balance at end of the year
Total Performance Shares
June 2013
June 2012
Number
$
Number
$
833,333
125,927
3,166,666
309,630
(833,333)
-
-
-
-
-
(2,333,333)
(299,259)
-
-
-
115,556
-
125,927
833,333
125,927
June 2013
June 2012
Number
$
Number
$
833,334
75,555
3,166,668
185,778
-
-
-
-
(500,000)
(50,667)
(2,333,334)
(179,556)
-
16,000
-
69,333
333,334
40,888
833,334
75,555
333,334
166,815
1,666,667
201,482

Performance class B shares convert to ordinary shares on a 1 for 1 basis upon the Company reaching a market capitalisation of $65 million dollars based on the five day weighted average share price on the ASX. The Company has amortised the Performance shares class B based upon the Company’s financial plans to reach that milestone. 833,333 Performance shares class B reached their expiry date without meeting the performance condition.

12

Performance class C shares convert to ordinary shares on a 1 for 1 basis upon the Company reaching a market capitalisation of $100 million dollars based on the five day weighted average share price on the ASX. The Company has amortised the Performance shares class C based upon the Company’s financial plans to reach that milestone. 500,000 Performance shares class C were forfeited during the year as the employees did not meet the service condition as part of the grant due to their departure from the Company. The Company offset $50,667 of previously expensed share based payments as part of the forfeiture.

Stock options
Performance share rights
Reserves
(c) Options
Movement in options on issue
Balance at beginning of year (i)
Options issued – Capital Raising (ii)
Options issued – Capital Raising (iii)
Options issued – Employee Stock Option Plan (iv)
Options forfeited – Employee Stock Option Plan (iv)
Options cancelled – Employee Stock Option Plan (iv)
Options issued – Directors Compensation (v)
Options cancelled – Capital Raising
Subtotal
Compensation recorded on issue of convertible loan to
director
Balance at end of the year
June 2013
June 2012
305,639
$ $ 305,638
222,834
29,549
-
335,187
222,834
June 2013
June 2012
Number
$
Number
$
44,006,314
222,833
9,924,333
72,405
-
-
15,000,000
-
-
-
19,998,651
-
-
-2,152
-
22,549
-
-
(600,004)
(12,121)
(883,330)
-
(316,666)
31,670,487
80,653
-
-
(3,448,000)
-
-
-
71,345,471
305,638
44,006,314
82,833
-
140,000
305,638
222,833
  • (i) All options were issued as a free attaching option as part of the Company’s capital raises in 2011 and 2010 or as part of the employee stock option plan.

  • (ii) The Company issued 15,000,000 share options on 28 July 2011 as part of its Entitlements Offer. The options have a three year expiry and the exercise price is as follows:

Date of Exercise Exercise Price Within 365 days of issue $0.10 Within 366-730 days of issue $0.15 Within 731-1095 days of issue $0.20

  • (iii) The Company issued 19,998,651 share options during the year ended 30 June 2012 as part of its capital raising. The options have a three year expiry and the exercise price is $0.10.

13

  • (iv) The outstanding options issued under the employee stock option plan are detailed as follows:
Grant Date
Expiry Date
Strike Price
22-Dec-2010
22-Dec-2015
$0.193
20-Jan-2011
15-Oct-2015
$0.193

09-Jun-2011
09-Jun-2016
$0.072
Balance at end of the year
Amount
925,000
83,333
500,000
1,508,333
  • The original strike price for these options was $0.20. The terms of these employee options provide for the exercise price of the options to be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2 following an Entitlement Offer. The Company adjusted the strike price as part of the Entitlements Offer completed.

  • (v) On the 8th of August 2012 the Board (excluding Mr Ken Gaunt who did not wish to make any recommendation) has proposed the issue of 29,670,487 share options to Director/Chief Executive Officer Ken Gaunt. Each option entitles the holder to exercise the option in exchange for one ordinary share in the Company. The options are exercisable at an exercise price of per option A$0.021. The Options vest when the Share Price is equal to or greater than A$0.10 (subject to adjustment under the terms of the grant). In addition, upon a Change of Control Event (i), the Options automatically vest.

  • (i) Change of Control Event means:

  • a. a person acquires voting power in at least 50.1% or more of the issued Shares;

  • b. a person acquires the power to direct or cause the direction of management or policies of theCompany;

  • c. a person directly or indirectly acquires all or substantially all of the business and assets of the Group; or

  • d. (d) a person otherwise acquires or merges with the Group,

  • including by way of a takeover bid, scheme of arrangement, amalgamation, merger, capital reconstruction, consolidation, share acquisition, securities issuance, share buyback or repurchase, reverse takeover, dual listed company structure, establishment of a new holding entity for the Group or any other comparable transaction or arrangement.

In association with the grant above, the Company has also proposed that the Company enter into an interest-free loan agreement with Mr. Gaunt of an amount equal to the total Grant Price payable for the 29,670,487 Options, being a total loan amount of $267,034. These transactions were approved at a general meeting of shareholders on the 7[th] of September 2012.

Additionally, Sir Tim McClement was issued 2,000,000 options. The options are exercisable at an exercise price of per option A$0.027. The Options vest when the Share Price is equal to or greater than A$0.10 (subject to adjustment under the terms of the grant). These transactions were approved at a general meeting of shareholders on the 29[th] of November 2012.

14

(d) Performance Share Rights
Movement in options on issue
Balance at beginning of year
Performance share rights issued
Balance at end of the year
June 2013
June 2012
Number
$
Number
$
-
-
-
-
11,000,000
29,549
-
-
11,000,000
29,549
-
-

The Company granted 11,000,000 performance share rights in 2013 to employees. The performance share rights vest when the Share Price is equal to or greater than A$0.10 (subject to adjustment under the terms of the grant). In addition, upon a Change of Control Event (i), the performance share rights automatically vest.

  • (i) Change of Control Event means:

  • a. a person acquires voting power in at least 50.1% or more of the issued Shares;

  • b. a person acquires the power to direct or cause the direction of management or policies of the Company;

  • c. a person directly or indirectly acquires all or substantially all of the business and assets of the Group; or

  • d. (d) a person otherwise acquires or merges with the Group,

including by way of a takeover bid, scheme of arrangement, amalgamation, merger, capital reconstruction, consolidation, share acquisition, securities issuance, share buyback or repurchase, reverse takeover, dual listed company structure, establishment of a new holding entity for the Group or any other comparable transaction or arrangement.

Some of the performance share rights have additional vesting criteria regarding specific performance of projects being completed, such as the development of our next generation products.

6 EARNINGS PER SHARE

EARNINGS PER SHARE
EARNINGS PER SHARE
Weighted average number of ordinary shares
outstanding during the year used in the calculation of
basic earnings per share
Weighted average number of ordinary shares
outstanding during the year used in the calculation of
diluted earnings per share
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
June 2013
June 2012
Number
Number
296,884,821
260,204,642
296,884,821
260,204,642
(0.4)
(0.6)
(0.4)
(0.6)

15

7 SEGMENT INFORMATION

The company operates solely in the development, manufacturing and sale of Man Overboard safety systems. The Company operates in four geographical locations being Australia, the United Kingdom, Nigeria and the United States of America. The Company manages its operations internally as one segment under the management of the CEO. The accounting policies applied for internal reports are consistent with the policies used to prepare the financial statements.

8 CONTINGENT LIABILITIES

As at reporting date there were no contingent liabilities.

9 SUBSEQUENT EVENTS

  • On the 28th of July 2013, the Company entered into a convertible note agreement for $720,989. The note was entered into with a shareholder of the Company. The note carries a coupon rate of 6% and a conversion price of $0.04 per share. The note replaces the debt facility held with a director as of 30 June 2013 (see note 4). The note expires on 8 March 2014.

  • On the 6[th] of August 2013, the Company announced that it was undertaking a pro rata nonrenounceable entitlements offer (Entitlement Offer) of new ordinary shares (New Shares) to raise up to $1,711,725 (subject to rounding) before costs. The Entitlement Offer is being made on the basis of 1 New Share for every 7 Mobilarm shares held at the offering price of $0.04 for eligible shareholders. Under the Entitlement Offer, Mobilarm will issue up to 42,794,383 New Shares, resulting in total Mobilarm ordinary shares on issue after completion of the Entitlement Offer of up to 342,355,064 (subject to rounding).

The Entitlement Offer is underwritten up to $1,300,000 or 32,500,000 ordinary shares by Truestone Capital Limited.

The net proceeds of the Entitlement Offer will be used to fund the purchase of new beacon and lifejacket inventory for the rollout of rental solutions. The Company is also raising working capital as part of this new program to fund operations for customers who transition from outright purchase to rental solution.

10 BUSINESS COMBINATIONS

Acquisition of Marine Rescue Technologies Ltd

On 9 June 2011, Mobilarm Limited acquired Marine Rescue Technologies Ltd (MRT), a leader in the design and manufacture of man overboard technology in Europe. Mobilarm acquired 100% of the issued capital of MRT for GBP £1,723,000 (approximately AUD $2,653,790).The purchase price was split into an initial cash payment of GBP £1,189,000 (approximately AUD $1,831,316) and a deferred share based compensation of GBP £534,000 (approximately AUD $822,475). The deferred share compensation will be granted via the issue of up to 11,423,261 ordinary shares subject to the following:

  • 75% of the maximum number of shares will be issued if 2012 gross revenue achieved is GBP£1,600,000 (approximately AUD $2,464,000 at the time of acquisition), and

  • 25% of the maximum number of shares will be issued if 2013 gross revenue achieved is GBP£2,000,000 (approximately AUD $3,080,000 at the time of acquisition).

  • Any excess over the target in each year can be applied to a shortfall in the other year.

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  • Any shortfall against the target is a reduction in the number of shares to be issued. The minimum target needed to earn any deferred shares is approximately GBP£3,066,000 (approximately AUD $4,722,000 at the time of acquisition).

MRT achieved 2012 gross revenue of £2,724,138, exceeding its deferred compensation target of £1,600,000. The Company issued 8,567,446 ordinary shares in accordance with the terms of the Share Purchase Agreement.

The excess 2012 gross revenue of £1,124,138 can be applied to a shortfall in the 2013 year. The shortfall would only require 2013 gross revenue of £875,862 for the remaining deferred compensation of 2,855,815 ordinary shares to be issued. MRT achieved 2013 gross revenue of £2,162,712, which in addition to the excess 2012 gross revenue of £1,124,138 totalled £3,286,850 exceeding its deferred compensation target of £1,600,000. The Company issued 2,855,815 ordinary shares in accordance with the terms of the Share Purchase Agreement. The deferred compensation was valued at $114,233.

The foreign exchange rate as at 9 June 2012 was $1.5402 for 1 GBP.

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ASSETS
Cash assets
Trade and other receivables
Inventories
Plant and equipment
Intangible assets
Other assets
TOTAL ASSETS
LIABILITIES
Trade and other payables
Tax liabilities
Intercompany account
TOTAL CURRENT LIABILITIES
Fair value of identified assets
Goodwill arising in transaction
Cash paid
Deferred share compensation (current)
Deferred share compensation (non current)
Marine Rescue Technologies Limited
Final fair value at
acquisition date
on acquisition
Carrying value
$
$
$16,178
$16,178
$576,523
$467,144
$477,434
$477,434
$336,532
$336,532
$245,138
$245,138
$33,733
$33,732
$1,685,538
$1,576,159
$785,265
$785,265
$115,009
$115,009
$55,542
$55,542
$955,816
$955,816
$729,722
$1,,924,068
$2,653,790
$1,831,315
$616,856
$205,619
$2,653,790
Marine Rescue Technologies Limited
Final fair value at
acquisition date
on acquisition
Carrying value
$
$
$16,178
$16,178
$576,523
$467,144
$477,434
$477,434
$336,532
$336,532
$245,138
$245,138
$33,733
$33,732
$1,685,538
$1,576,159
$785,265
$785,265
$115,009
$115,009
$55,542
$55,542
$955,816
$955,816
$729,722
$1,,924,068
$2,653,790
$1,831,315
$616,856
$205,619
$2,653,790
$1,576,159
$785,265
$115,009
$55,542
$955,816

Management believes the goodwill reflects the synergies between Mobilarm and MRT. Management believes that it is probable that it MRT will reach the deferred milestone and as such has recognized the liability for the deferred compensation as at the completion date. The fair value of the deferred compensation was adjusted as at each reporting period to reflect the current value of the Company’s share price. The resulting fair value adjustment of $0 (2012: $334,130) is recognized as other income and reduces the value of the deferred compensation to $465,498 all of which was issued as at 30 June 2013.

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ANNUAL MEETING

The annual meeting will be held as follows:

Place To be advised Date To be advised Time To be advised Approximate date the +annual report will be 31 October 2013 available

COMPLIANCE ESTATEMENT

  • 1 This report has been prepared in accordance with AASB Standards, other AASB authoritative

pronouncements and Urgent Issues Group Consensus Views or other standards acceptable to ASX

(see note 12).

Identify other standards used

  • 2 This report, and the +accounts upon which the report is based (if separate), use the same accounting policies.

  • 3 This report does give a true and fair view of the matters disclosed

  • 4 This report is based on +accounts to which one of the following applies.

(Tick one)

 The +accounts have been  The +accounts have been audited. subject to review.

 The[+] accounts are in the  The[+] accounts have not yet process of being audited or been audited or reviewed. subject to review.

  • 5 The entity has formally constituted audit committee.

Sign here:

==> picture [146 x 38] intentionally omitted <==

Date: 30 August 2013

Print name: Jorge Nigaglioni

Executive Director & Chief Financial Officer

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