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VINYL GROUP LTD Annual Report 2015

Aug 30, 2015

66014_rns_2015-08-30_55d0a770-0fdc-4989-8a6b-e81893be2483.pdf

Annual Report

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ASX AND MEDIA RELEASE CODE: Date: 31 August 2015 MBO

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MBO increases revenues in FY2015

  • § Revenues increased to $6.7M from increased service and rental revenues

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 2015. Mobilarm reported an increase in its revenues to $6,692,065 an overall increase of 15%.

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Ken Gaunt, Mobilarm’s Chief Executive Officer, commented: “This financial year we continued the expansion of our rental and service portions of the business. These are key deliverables of our long-term strategy. The move away from one off sales to long-term recurring revenues and cash flows remain key to our growth strategy. We continue to look at further growth areas in our adjacent markets to deliver value to shareholders."

Mobilarm’s Chief Financial Officer, Jorge Nigaglioni, commented: “As indicated last year, we have moved to the growth phase. We are implementing further changes to truly expand our global reach in our key markets, especially in our service capabilities. We have made considerable investments in the rental and service area which we are completing in early FY2016 that will serve us for the next few years to come.”


Ken Gaunt Chief Executive Officer

Perth, Western Australia 31 August 2015

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]

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
2014

MOBILARM LIMITED

**ACN

106
513
580**

**Results

for
announcement
to
the
market**

June 2015 June 2015 June 2014
Financial Results Movement $ $

Revenue from ordinaryactivities
15% 6,692,065 5,816,192
Profit/(loss) from ordinary activities after tax attributable to
members
1173% (807,086) (63,392)
Netprofit/(loss)for theperiod attributable to members 1173% (807,086) (63,392)
Dividends Amount per
OrdinarySecurity
Franked amount per
security
2014 dividend
Nil -
2013 dividend
Nil -
Record date for determiningentitlements to interim dividends N/A
Net Tangible Asset/(Liability) Backing June 2015 June 2014
Net tangible asset/(liability) backing per ordinary security – cents
per share
0.1 0.1

3

**MOBILARM

LIMITED PRELIMINARY
STATEMENT
OF
COMPREHENSIVE
INCOME FOR
THE
YEAR
ENDED
30
JUNE
2015**






Note



Revenue


Sale of goods


Rental revenue








Cost of units sold


Depreciation of units under rental














Interest income


Other income





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 expenses


Finance costs


Property letting fees


Rates and land tax


Information technology costs


Foreign exchange (loss)/gain


Impairment of capitalised development costs


Other expenses


Loss before income tax (carried forward)





Income tax (expense)/benefit





Loss after income tax from continuing operations

Mobilarm Limited
2015

2014
$

$



5,860,627

5,647,019
831,438

169,173
6,692,065

5,816,192



(1,328,590)

(1,482,079)
(149,765)

(24,464)
(1,478,355)

(1,506,543)
5,213,710

4,309,649






14,045

6,427
26,301

-



(2,154,793)

(2,143,003)
(332,018)

(181,130)
(629,765)

(463,531)
(81,009)

(64,046)
(86,766)

(92,525)
(29,697)

(19,995)
(158,831)

(68,092)
(486,019)

(361,605)
(180,478)

(159,960)
(522,736)

(406,965)
48,055

507,026
(306)

(6,901)
(346,386)

(91,949)
(84,719)

(72,674)
(61,360)

(71,250)
(47,151)

(93,119)
(93,005)

(80,287)
(247,296)

(186,518)
(41,969)

(78,969)
(75,215)

(69,265)
(80,425)

(86,838)
241,945

(173,536)
(4,395)

-
(439,564)

(326,197)
(639,847)

(475,253)



(167,239)

411,861



(807,086)

(63,392)
Mobilarm Limited
2015

2014
$

$



5,860,627

5,647,019
831,438

169,173
6,692,065

5,816,192



(1,328,590)

(1,482,079)
(149,765)

(24,464)
(1,478,355)

(1,506,543)
5,213,710

4,309,649






14,045

6,427
26,301

-



(2,154,793)

(2,143,003)
(332,018)

(181,130)
(629,765)

(463,531)
(81,009)

(64,046)
(86,766)

(92,525)
(29,697)

(19,995)
(158,831)

(68,092)
(486,019)

(361,605)
(180,478)

(159,960)
(522,736)

(406,965)
48,055

507,026
(306)

(6,901)
(346,386)

(91,949)
(84,719)

(72,674)
(61,360)

(71,250)
(47,151)

(93,119)
(93,005)

(80,287)
(247,296)

(186,518)
(41,969)

(78,969)
(75,215)

(69,265)
(80,425)

(86,838)
241,945

(173,536)
(4,395)

-
(439,564)

(326,197)
(639,847)

(475,253)



(167,239)

411,861



(807,086)

(63,392)
5,816,192

(1,482,079)
(24,464)
(1,506,543)
4,309,649


6,427
-

(2,143,003)
(181,130)
(463,531)
(64,046)
(92,525)
(19,995)
(68,092)
(361,605)
(159,960)
(406,965)
507,026
(6,901)
(91,949)
(72,674)
(71,250)
(93,119)
(80,287)
(186,518)
(78,969)
(69,265)
(86,838)
(173,536)
-
(326,197)
(475,253)

411,861
(63,392)

4

Loss after income tax from continuing operations





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)

(8)



Diluted earnings per share (cents per share)

(8)
(807,086)





284,736



(522,350)



(0.2)



(0.2)
(63,392)


230,627
167,235

(0.0)

(0.0)

5

**MOBILARM

LIMITED PRELIMINARY
STATEMENT
OF
FINANCIAL
POSITION AS
AT
30
JUNE
2015**

MOBILARM LIMITED
PRELIMINARY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2015








Note
CURRENT ASSETS


Cash and cash equivalents


Restricted cash


Short–term securities

(6)
Trade and other receivables


Inventories

(3)
Other current assets


TOTAL CURRENT ASSETS





NON-CURRENT ASSETS


Plant and equipment

(4)
Intangible assets and Goodwill

(5)
TOTAL NON-CURRENT ASSETS





TOTAL ASSETS





CURRENT LIABILITIES


Trade and other payables


Interest bearing loans and borrowings

(6)
Provisions





TOTAL CURRENT LIABILITIES





NON-CURRENT LIABILITIES


Provisions


Interest bearing loans and borrowings

(6)
TOTAL NON-CURRENT LIABILITIES





TOTAL LIABILITIES





NET ASSETS





EQUITY


Contributed equity

(7)
Accumulated Losses


Reserves

(7)



TOTAL EQUITY

Mobilarm Limited



2015

2014
$

$
1,487,957

842,229
-

48,217
-

698,979
1,454,299

1,590,210
2,465,568

1,174,063
770,782

314,638
6,178,606

4,668,336






1,092,060

623,887
3,001,681

3,253,948
4,093,741

3,877,835



10,272,347

8,546,171






1,702,107

1,793,768
974,809

896,134
158,722

153,018



2,835,638

2,842,920






39,281

30,294
2,040,886

6,318
2,080,167

36,612



4,915,805

2,879,532



5,356,542

5,666,639






29,686,317

29,804,298
(25,681,020)

(24,873,934)
1,351,245

736,275



5,356,542

5,666,639
4,668,336


623,887
3,253,948
3,877,835

8,546,171


1,793,768
896,134
153,018

2,842,920


30,294
6,318
36,612

2,879,532

5,666,639


29,804,298
(24,873,934)
736,275

5,666,639

6

Jorge Delete

**MOBILARM

LIMITED PRELIMINARY
STATEMENT
OF
CHANGES
IN
EQUITY FOR
THE
YEAR
ENDED
30
JUNE
2015**



As at 30 June 2013

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

Costs of share issues

Currency translation reserve

Conversion of convertible notes into
ordinary shares

Share based payments – Performance
Shares

Share based payments – Performance
Shares Rights

Share based payments – Stock Options

As at 30 June 2014

Net loss for the period

Other comprehensive income

Total comprehensive loss for the period

Transactions with owners in their
capacity as owners

Costs of share issues

Currency translation reserve

Share based payments – Performance
Shares

Share based payments – Performance
Shares Rights

Share based payments – Stock Options

As at 30 June 2015


Issued Capital
$
27,790,295

-

-

-



1,300,000

(10,000)

(7,654)

720,989

10,668

-

-

29,804,298

-

-

-



(120,000)

242

1,777

-

-

29,686,317

Accumulated
Losses
$
(24,810 542)

(63,392)

-

(63,392)



-

-

-

-

-

-

-

(24,873,934)

(807,086)

-

(807,086)



-

-

-

-

-

(25,681,020)
Accumulated
Losses
$
(24,810 542)

(63,392)

-

(63,392)



-

-

-

-

-

-

-

(24,873,934)

(807,086)

-

(807,086)



-

-

-

-

-

(25,681,020)
Stock Option
Reserve
$
335,187

-

-

-



-

-

-

-

-

70,917

99,544

505,648

-

-

-



-

-

-

84,776

245,458

835,882

Currency
Translation
Reserve
$
-

-

230,627

230,627



-

-

-

-

-

-

-

230,627

-

284,736

284,736



-

-

-

-

-

515,363

Total Equity
$ 3,314,940
(63,392)
230,627
167,235

1,300,000
(10,000)
(7,654)
720,989
10,668
70,917
99,544
5,666,639
(807,086)
284,736
(522,350)

(120,000)
242
1,777
84,776
245,458
5,356,542



7

**MOBILARM

LIMITED PRELIMINARY
STATEMENT
OF
CASH
FLOWS FOR
THE
YEAR
ENDED
30
JUNE
2015**

Note 2015
2014
CASH FLOWS FROM OPERATING ACTIVITIES $
$
Receipts from customers 6,806,149
6,220,708
Payments to suppliers and employees (8,965,819)
(7,128,757)
Interest received 14,045
6,347
Payment for research & development (261,131)
(444,224)
R&D tax rebate 320,917
319,423
Interest and other borrowing costs paid (64,131)
(26,275)
NET CASH FLOWS USED IN OPERATING ACTIVITIES (2,149,970)
(1,052,778)

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for plant and equipment (35,366)
(40,753)
Term Deposit 48,217
-
NET CASH FLOWS PROVIDED/(USED) IN INVESTING ACTIVITIES 12,851
(40,753)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings (6) 2,902,847
56,688
Proceeds from share issues (7) -
1,300,000
Costs of share issue (7) (120,000)
(10,000)
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 2,782,847
1,346,688

NET INCREASE/(DECREASE) IN CASH HELD



645,728

253,157
CASH AT THE BEGINNING OF THE FINANCIAL YEAR 842,229
589,072
CASH AT THE END OF THE FINANCIAL YEAR 1,487,957
842,229

==> picture [53 x 820] intentionally omitted <==

8

NOTES
TO
THE
PRELIMINARY
FINAL
REPORT
(UNAUDITED) FOR
THE
YEAR
ENDED
30
JUNE
2015

==> picture [53 x 820] intentionally omitted <==

**1 CORPORATE

INFORMATION**

The
financial
report
of
Mobilarm
Limited
(the
“Company”)
for
the
year
ended
30
June
2015
was authorised
for
issue
in
accordance
with
a
resolution
of
directors
on
31
August
2015.

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
2014
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
2014.

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
2015
of
$807,086
(2013: $63,392)
and
experienced
net
cash
outflows
from
operating
activities
of
$2,149,970
(2014:
$1,052,788). As
30
June
2015,
the
Company
had
net
assets
of
$5,356,542
(2014:
$5,666,639).

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
started
a rental
program
during
the
previous
year.
The
Company
has
spent
considerable
operating
cash
flows
to build
up
stock
for
this
program
but
is
looking
to
derive
long-­‐term
cash
inflows
from
the
program.
Net rental
revenues
increased
from
$169,173
in
the
previous
year
to
$831,498.

The
Company
has
also expanded
its
service
portfolio
to
increase
the
business
resulting
in
a
total
increase
in
revenues
of $875,873
during
the
year.
The
Company
is
also
focused
on
long
term
cost
savings
to
continue
to improve
its
operating
results.

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.

==> picture [53 x 820] intentionally omitted <==

10

==> picture [53 x 820] intentionally omitted <==

----- Start of picture text -----

-­‐
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3 INVENTORIES

3
INVENTORIES
June 2015
June 2014
$
$
Inventories, at cost
Raw materials, stores and work in progress inventory at
net realisable value
Finished goods
Total inventories at lower of cost and net realisable
2,374,145
833,068
91,423
340,994
2,465,568
1,174,062

The
Company
increased
its
inventory
levels
during
the
year
as
part
of
its
strategy
to
increase
its
rental business.

**4 PLANT

AND
EQUIPMENT**



Plant and Equipment net of depreciation
Units under Customer Rental
Plant and equipment
Motor vehicles
Intangible assets net of amortisation
June 2015
June 2014
$
$


802,491
350,957
283,141
264,988
6,429
7,942
1,092,060
623,887

The
Company
increased
its
units
under
customer
rental
as
part
of
the
additional
rental
contracts
signed during
year.

**5 INTANGIBLE

ASSETS**



Intangible assets net of amortisation
Development Cost
Goodwill
Computer software
Intangible assets net of amortisation
June 2015
June 2014
$
$


1,075,250
1,329,880
1,924,068
1,924,068
2,363
-
3,001,681
3,253,948

11

==> picture [53 x 820] intentionally omitted <==

----- Start of picture text -----

-­‐
-­‐
-­‐
----- End of picture text -----

**6 INTEREST

BEARING
LOANS
AND
BORROWINGS**

CURRENT

Intangible assets net of amortisation
Convertible Notes (i)
Credit facility (i)

Finance leases


NON CURRENT

Convertible Notes (ii)
Finance leases
June 2015
June 2014
$
$


974,809
197,135
-
698,999
974,809
896,134
-
-
974,809
896,134



2,038,866
-
2,020
6,318
2,040,886
-

The
Company
entered
into
various
interest
bearing
loans
for
working
capital
purposes.

The
terms
of each
loan
are
described
below.

  • (i) The
    Company
    entered
    into
    a
    credit
    facility
    with
    a
    shareholder
    for
    the
    value
    of
    an
    equity
    investment in
    another
    entity.
    As
    the
    Company
    sells
    the
    equity
    investment,
    it
    recognises
    the
    proceeds
    as
    a convertible
    note,
    with
    an
    interest
    rate
    of
    6%.
    The
    note
    is
    convertible
    by
    the
    noteholder
    upon giving
    the
    Company
    thirty
    days
    notice
    at
    the
    lower
    of
    $0.04
    per
    share
    or
    the
    price
    of
    any
    new Entitlements
    Issue.
    The
    note
    can
    be
    converted
    by
    the
    Company
    at
    the
    expiration
    date
    at
    a
    price that
    equals
    80%
    of
    the
    trailing
    30
    day
    VWAP
    at
    the
    time
    of
    expiry.
    As
    at
    30
    June
    2015,
    the
    entire facility
    was
    converted
    to
    a
    convertible
    note.
    The
    convertible
    note
    expires
    on
    7
    March
  • As
    at 30
    June
    2014,
    the
    Company
    had
    sold
    $197,135
    and
    recognised
    it
    as
    a
    convertible
    note.
    As
    at
    30 June
    2014,
    $56,688
    of
    the
    funds
    realized
    from
    the
    sale
    had
    cleared
    with
    $140,447
    reflected
    as
    a receivable
    in
    transit.
    The
    remaining
    value
    of
    the
    investment
    is
    recognised
    as
    a
    credit
    facility
    at
    its current
    market
    value
    of
    $698,999.

  • (ii) The
    Company
    entered
    into
    eight
    convertible
    note
    agreements
    on
    31
    January
    2015
    for
    a
    total
    of $2,000,000.
    The
    notes
    have
    an
    interest
    rate
    of
    12%
    payable
    quarterly.
    The
    notes
    are
    convertible into
    ordinary
    shares
    at
    a
    price
    of
    $0.06
    cents
    per
    share.
    The
    notes
    expire
    on
    31
    July

12

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**7 CONTRIBUTED

EQUITY**



Ordinary shares (a)
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
Performance shares class B
Performance shares class C
Currency revaluation
Conversion of Convertible Notes
Balance at end of the year
June 2015
June 2014

$
$
29,686,317

29,752,742

-

51,556

29,686,317

29,804,298




June 2015
June 2014
Number
$
Number
$
350,084,416
29,752,742
299,560,681
27,623,480
-
-
32,500,000
1,300,000
-
(120,000)
-
(10,000)
-
-
-
125,927
-
53,333
-
-
-
242
-
(7,654)
-
-
18,024,735
720,989
350,084,416
29,686,317
350,084,416
29,752,742

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.


(i)
Movement in Performance Shares Class C
Balance at beginning of year
Share issue
Shares lapsed during the year
Share based payment expense for the year
Balance at end of the year
Total Performance Shares
June 2015
June 2014
Number
$
Number
$
333,334
51,556
333,334
40,888
-
-
-
-
-
(53,333)
-
-
-
1,777
-
10,668
-
-
333,334
51,556
-
-
333,334
177,483

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.
333,334
Performance
shares
class
C
reached
their
expiry
date
without meeting
the
performance
condition.

June 2015 June 2014
$ $
Stock options 650,640 405,182
Performance share rights 185,242 100,466
Reserves 835,882 505,648

13

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(c) Options
Movement in options on issue
Balance at beginning of year (i)
Options issued – Capital Raising (ii)
Options cancelled – Employee Stock Option Plan (iii)
Options issued – Directors Compensation (iv)
Options cancelled – Capital Raising
Subtotal




June 2015
June 2014
Number
$
Number
$
71,345,471
405,182
71,345,471
305,638
-
-
20,000,000
-
(300,000)
-
-
-
-
245,458
-
99,544
(38,166,651)
-
(23,166,651)
-
32,878,820
650,640
68,178,820
405,182
  • (i) All
    options
    were
    issued
    as
    a
    free
    attaching
    option
    as
    part
    of
    the
    Company’s
    capital
    raises
    in previous
    years
    or
    as
    part
    of
    the
    employee
    stock
    option
    plan.

  • (ii) The
    Group
    issued
    20,000,000
    share
    options
    on
    28
    March
    2014
    as
    part
    of
    its
    Entitlements Offer.
    The
    options
    have
    a
    one
    year
    expiry
    and
    the
    exercise
    price
    is
    as
    follows:

Date
of
Exercise Exercise
Price Within
181
days
of
issue $0.04 Within
182-­‐365
days
of
issue $0.06

(iii) The
outstanding
options
issued
under
the
employee
stock
option
plan
are
detailed
as follows:

follows:
Grant Date Expiry Date Strike Price Amount
22-Dec-2010 22-Dec-2015 $0.193* 625,000
20-Jan-2011 15-Oct-2015 $0.193* 83,333
09-Jun-2011 09-Jun-2016 $0.072 500,000
Balance at end of the year 1,208,333

* 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.
  • (iv) 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
    the
    Company;

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

14

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 7thof 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 29thof November 2012.

(d) Performance Share Rights
June 2015
June 2014
Movement in options on issue
Number
$
Number
$
Balance at beginning of year
11,000,000
100,466
11,000,000
29,549
Performance share rights issued
10,000,000
84,776
-
70,917
Performance share rights cancelled
(2,000,000)
-
-
-
Balance at end of the year
19,000,000
185,242
11,000,000
100,466
The Company granted 11,000,000 performance share rights in 2013 to employees, 9,000,000 of these
remain valid as of 30 June 2015. The Company granted a further 7,000,000 performance share rights in
February 2015 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.

The Company granted a further 3,000,000 performance share rights in February 2015 to employees. The
performance share rights vest when
(ii)
the sales team as a whole achieve total orders in excess of $10 million in the period ending
12 months from the date of issue of the shares.
(iii)
the employee remaining an employee for a period of 12 months after (a) has been satisfied.
15

**8 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 2015
June 2014
Number
Number


350,084,416
323,888,349
350,084,416
323,888,349


(0.2)
(0.0)


(0.2)
(0.0)

**9 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.

**10 CONTINGENT

LIABILITIES**

As
at
reporting
date
there
were
no
contingent
liabilities.

**11 SUBSEQUENT

EVENTS**

There
have
been
no
events
since
the
end
of
the
financial
year
that
affect
the
results
as
at
and
for
the year
ended
30
June
2015.

==> picture [53 x 820] intentionally omitted <==

16

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
2015 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.

ü 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:

31
August
2015

Print
name:
Jorge
Nigaglioni Executive
Director
&
Chief
Financial
Officer

==> picture [53 x 820] intentionally omitted <==

17