Appendix 4E
Rules 4.3A
Appendix 4E
Name of entity
BARD1 Life Sciences Limited
ABN or equivalent company
reference
58 009 070 384
Year ended (‘current period’)
30 June 2019
12 months ended (‘comparative
period’)
30 June 2018
Results for announcement to the market
$AUD
Revenues from ordinary activities
Down 5.6%
Loss from ordinary activities after tax attributable to
members
Down 5.5%
To
To
58,919
(1,717,273)
Net loss for the period attributable to members
Down 5.5%
To
(1,717,273)
Dividends (distributions)
Interim dividend
Final dividend
Previous corresponding period
Amount per
security
Franked amount
per security
Nil
Nil
Nil
- ¢
- ¢
- ¢
+Record date for determining entitlements
to the dividend,
(in the case of a trust, distribution)
N/A
The above results should be read in conjunction with the notes
and commentary contained in Annual Report lodged with this report
Other Information
Net tangible assets per security
$0.0057
$0.0014
Page 1
+ See chapter 19 for defined terms
Appendix 4E
Appendix 4E
Annual meeting
The annual meeting will be held as follows:
Place
Date
Time
Approximate date the +annual report will be
sent to shareholders requesting it
TBA Melbourne, Victoria
On or before 30 November 2018
TBA
On or before 30 October 2019
Page 2
+ See chapter 19 for defined terms
Appendix 4E
Appendix 4E
Compliance statement
1
2
3
4
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.
This report, and the +accounts upon which the report is based (if separate), use the
same accounting policies.
This report does give a true and fair view of the matters disclosed.
This report is based on +accounts to which one of the following applies.
(Tick one)
The +accounts have been
audited.
The +accounts have been
subject to review.
The +accounts are in the
process of being audited or
subject to review
The +accounts have not yet
been audited or reviewed.
Sign here: Date: 16 August 2019
Print name: Peter Gunzburg
Chairman
Page 3
+ See chapter 19 for defined terms
Appendix 4E
ANNUAL REPORT
30 June 2019
BARD1 LIFE SCIENCES LIMITED
CONTENTS PAGE
CONTENTS
Corporate Directory ……..………………………………………………………………………………………….……..1
Directors’ Report ………………………………………………………………………………………………………….2
Auditor’s Independence Declaration …………………………………………………………………………………14
Statement of Comprehensive Income ……………………………………………….………………………………15
Statement of Financial Position ………………………………………………………………………………………16
Changes in Equity ……………………………………………………………………………………………………….17
Statement of Cash Flows ……………………………………………………………………………………………..18
Notes to the Financial Statements …………………………………………………………………………………..19
Directors’ Declaration ……………………………..…………………………………………………………………….38
Independent Auditor’s Report ………………………………………………………………………………………….39
Corporate Governance Overview …………………..…………………………………………………………………43
Shareholders Information ……………………………………………………………………………………………..44
Auditors - Australia
Ernst & Young
11 Mounts Bay Road
Perth Western Australia 6000
Solicitors
DLA Piper
Level 31, Central Park
152 St George’s Terrace
Perth Western Australia 6000
Bankers - Australia
National Australia Bank
1232 Hay Street
West Perth Western Australia 6005
ASX Code
BD1 - Fully Paid Ordinary Shares
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
CORPORATE DIRECTORY
Directors
Peter Gunzburg
Dr Irmgard Irminger-Finger Executive Director
Robert (Max) Johnston
Chairman
Non-Executive Director
(appointed 17 June 2019)
Non-Executive Director
(appointed 17 June 2019)
Non-Executive Director
(resigned 17 June 2019)
Non-Executive Director
(deceased 12 August 2018)
Philip John Powell
Brett Montgomery
Geoffrey Laurent
Chief Executive Officer
Dr Leearne Hinch
Company Secretary
Pauline Collinson
Registered Office
Unit B1, Tempo Building
431 Roberts Road
Subiaco Western Australia 6008
Telephone: +61 8 9381 9550
Facsimile: +61 8 9381 7559
Website: www.bard1.com
Postal Address
PO Box 7493
Cloisters Square
Perth Western Australia 6850
Share Registry - Australia
Computershare Investor Services Pty Ltd
Level11
172 St George’s Terrace
Perth Western Australia 6000
Telephone: 1300 850 505
Overseas : +61 3 91454000
Facsimile: +61 8 93232033
- 1 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
DIRECTORS' REPORT
The directors present their report together with the financial report of BARD1 Life Sciences Limited (BARD1 or the Company)
and its controlled entities (collectively referred to as the Group) for the financial year ended 30 June 2019 and the independent
auditor’s report thereon.
DIRECTORS
The names and details of the directors of the Company in office during the year ended 30 June 2019 and until the date of this
report are as follows. Directors were in office for this entire period unless otherwise stated.
Peter Gunzburg – Chairman BCom
Mr Gunzburg was appointed a director on 24 September 2001. He has over 20 years’ experience as a stockbroker. He holds
a Commerce Degree from the University of Western Australia and has previously been a director of the Australian Stock
Exchange Limited, CIBC World Markets Australia Limited and a number of ASX listed companies.
Mr Gunzburg has not been a director of any other listed entities over the last three years.
Dr Irmgard Irminger-Finger – Chief Scientific Officer/Executive Director PD, PhD
Dr Irminger-Finger was appointed a director 16 June 2016 and is an experienced chief scientist and internationally recognised
expert in tumour biology. She is Executive Director and Chief Scientific Officer of BARD1 Life Sciences Limited responsible for
scientific leadership and management of its research programs to evaluate, develop and validate BARD1 diagnostics. She
studied biology and biochemistry at the University of Zurich, obtained a master in molecular biology and biochemistry and a PhD
in molecular genetics. After several years as researcher at the Harvard University, she returned to Geneva, Switzerland. Having
obtained a Swiss federal career development award, she focused her research on the molecular pathways at the aging and
cancer interface. From 2006-2018 she headed the Molecular Gynaecology and Obstetrics Laboratory at the Geneva University
Hospitals with focus on the function of tumour suppressor genes BRCA1 and BARD1. Dr Irminger-Finger built up her reputation
as expert on the BRCA1 and BARD1 genes, as author of more than 90 scientific articles, speaker at more than 200 conferences
and meetings, editor of scientific journals, and member of specific study groups and task forces on cancer, and inventor of
several patents that paved the way towards applications in cancer diagnostics and therapy. Dr Irminger-Finger has received
numerous awards and grants both for academic research and for her entrepreneurial work as founder of a successful biotech
start-up. She is currently Adjunct Professor at the University of Western Australia and was previously Privat Docent at the
University and University Hospital of Geneva, head of the Laboratory of Molecular Gynaecology and Obstetrics and Executive
Director and founder of BARD1AG SA.
Dr Irminger-Finger has not been a director of any other listed companies in the last three years.
Robert (Max) Johnston – Non-Executive Director (appointed 17/06/2019)
Mr Johnston held the position of President and Chief Executive Officer of Johnson & Johnson Pacific, a division of the world’s
largest medical, pharmaceutical and consumer healthcare company for 11 years. Prior to joining Johnson & Johnson, Mr
Johnston’s career also included senior roles with Diageo and Unilever in Australia, Africa and Europe. Mr Johnston has also
held several prominent industry roles as a past President of ACCORD Australasia Limited, a former Vice Chairman of the
Australian Food and Grocery Council and a former member of the board of ASMI. Mr Johnston has had extensive overseas
experience during his career in leading businesses in both Western and Central-Eastern Europe and Africa as well as the
Asia-Pacific region. Mr Johnston is currently a Non-Executive Director of PolyNovo Ltd (ASX: PNV), Medical Developments
International Ltd (ASX: MVP), CannPal Limited (ASX: CP1) and ProLife Foods NZ and was a former Non-Executive Director
of Enero Group Limited (ASX: EGG) and Non-Executive Chairman of Probiotec Ltd (ASX: PBP).
Mr Philip Powell B. Comm (Hons), ACA, F.Fin, MAICD – Non-Executive Director (appointed 17/06/2019)
Mr Powell is a Chartered Accountant with extensive experience in investment banking, specialising in capital raisings, initial
public offerings (IPOs), mergers and acquisitions and other successful corporate finance assignments across a diverse range
of sectors including pharma, utilities, IT, financial services, food and agriculture. He spent 10 years in senior financial roles at
OAMPS Ltd, a former ASX-listed financial services group, and 10 years in audit with Arthur Andersen & Co in Melbourne,
Sydney and Los Angeles. Mr Powell is currently a Non-Executive Director of PolyNovo Ltd (ASX: PNV), Medical Developments
International Ltd (ASX: MVP) and RMA Global Ltd (ASX: RMY). He is also an alternate Director of the Nature’s Dairy Australia
group.
Brett Montgomery – Non-Executive Director (resigned 17/06/2019)
Mr Montgomery has extensive experience in the management of publicly listed mining companies having previously been the
Managing Director of Kalimantan Gold NL and a Director of Grants Patch Mining Limited. Mr Montgomery is a Non-Executive
Director of ASX listed entities Tanami Gold NL (ASX:TAM) and AIC Mines Limited (ASX:A1C) and was the director of Magnum
Power and Gas Limited (9/10/2008 to 19/8/2016) over the last three years.
- 2 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
Professor Geoff Laurent – Non-Executive Director PhD, FRCP (Hon), FRCPath, FMedSci (deceased 12 August 2018)
Professor Geoff Laurent was an accomplished organisational leader, thought-leader, scientific editor, advisory board member,
and award winning respiratory scientist with over 250 peer reviewed publications. Prof Laurent was an Emeritus Professor at
the University of Western Australia (UWA) and a Scientific Advisor and Consultant at Helmholtz Zentrum München. From 2012
until 2017, He was Director of the Institute for Respiratory Health and Director of the Centre for Cell Therapy and Regenerative
Medicine at UWA. Prior to this he was Director of the Centre for Respiratory Research, Vice-Dean of Enterprise, and Head of
the Research Department of Internal Medicine at University College London. He is Editor-in-Chief of the International Journal of
Biochemistry and Cell Biology, was a Past President of the British Association for Lung Research, consulted to numerous
biotechnology and pharmaceutical companies, and was a visiting scientist at Johnson and Johnson. Prof Laurent was elected
a Fellow of the Academy of Medical Sciences, and received the European Respiratory Societies Presidential Award for his
contribution to lung science.
INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY AND RELATED BODIES CORPORATE
As at the date of this report, the interests of the directors in the shares and performance shares of the Company were:
Peter Gunzburg
Dr Irmgard Irminger-Finger
Max Johnston
Philip Powell
Ordinary
Shares
39,382,206
112,652,737
5,700,000
5,000,000
CHIEF EXECUTIVE OFFICER
Dr Leearne Hinch BSc BVMS MBA
Dr Hinch is a biotechnology CEO, director and consultant with extensive experience in strategic planning, operational
management, fundraising, business development and commercialisation. She is CEO of BARD1 responsible for strategic
leadership, advancing its diagnostics pipeline and expanding its technologies. Dr Hinch has strategic, commercial and
technical experience leading and managing the development and commercialisation of diagnostic, device, therapeutic and
animal health products. She is director of commercialisation advisory Ingeneus Solutions Pty Ltd and has previously held
executive positions in ASX-listed biotechnology and multinational animal health companies. She holds Bachelor of Science,
Bachelor of Veterinary Medicine and Surgery, and Master of Business Administration qualifications.
COMPANY SECRETARY
Pauline Collinson
Mrs Collinson has been employed by the Company for 27 years and has held the position of Company Secretary for 17 years.
She is also the Company Secretary of ASX listed Tanami Gold NL and Joint Secretary of Hong Kong listed Dragon Mining
Limited.
REVIEW OF OPERATIONS
PRINCIPAL ACTIVITIES
The principal activity of the Group during the financial year was the research and development of non-invasive diagnostic tests
for early detection of cancer.
CORPORATE INFORMATION
BARD1 Life Sciences Limited is a Company limited by shares and is incorporated and domiciled in Australia. It is the ultimate
legal parent entity of the BARD1 Life Sciences Group. As at 30 June 2019 it has one wholly owned subsidiary, BARD1AG SA,
a company domiciled in Switzerland.
- 3 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
REVIEW AND RESULTS OF OPERATIONS
The Company made significant progress during the 2019 financial year across its research and development, financial and
corporate initiatives including:
Research & Development
KEY ACHIEVEMENTS FOR FY19
• Progressed Assay Development Program to transfer BARD1 technology to
Luminex platform with Phase 1 & 2 completed and pilot RUO BARD1 kits delivered
for evaluation
• Advanced Ovarian Cancer Program with new OC-R001 study completed
showing excellent diagnostic accuracy with 89% sensitivity and 97% specificity in
high-risk women
•
Initiated new Breast Cancer Program with BC-001 study completed showing
high diagnostic accuracy with 70% sensitivity and 88% specificity in average-risk
women
• Completed Cancer Vaccine Collaboration with exploratory studies showing
vaccine effect on tumour growth, survival and immune response in a malignant
mesothelioma mouse model
•
5 new patents granted across 4 patent families in the USA, Europe, China and
Hong Kong protecting the BARD1 technology and pipeline products
Corporate
• Commenced recruitment of additional staff to accelerate research projects and
implement technology transfer
• Strengthened Board and shareholder base with 2 new healthcare experienced
directors appointed to guide commercialisation and growth strategies and 3 new
substantial shareholders
• Capital raisings of $10.8m including a $3.3m Entitlement Offer in December
2018, a $5.0m Placement in June 2019 and $2.5m Entitlement Offer in July 2019
to fund the Company’s growth strategy
RESEARCH AND DEVELOPMENT
The Company’s activities during the year focused on advancing its ovarian and breast cancer programs, completing its
exploratory cancer vaccine studies and completing our Assay Development project to transfer the BARD1 technology to the
Luminex platform and to build a Research Use Only (RUO) kit for use in our ongoing R&D programs.
Our existing product development strategy seeks to commercialise its proprietary biomarker platform with a focus on advancing
BARD1 autoantibody tests for early detection of ovarian, breast and lung cancers. BARD1 autoantibody tests measure BARD1
autoantibodies in the blood and use a proprietary algorithm to combine these levels into a cancer score that identifies the
presence or absence of a specific cancer. BARD1 autoantibodies reflect the early immune response to tumour formation and
are present in the early-stages of ovarian cancer, enabling BARD1 tests to detect cancer earlier across all cancer stages
before symptoms appear.
BARD1 autoantibody tests are targeting the large global market opportunity that exists for accurate, reliable and affordable
blood tests which are less invasive and more convenient alternatives to current imaging methods (such as ultrasound for
ovarian cancer, mammography for breast cancer and CT scans for lung cancer) that suffer cost, convenience, safety and other
limitations. There are currently no blood tests approved for screening of ovarian, breast or lung cancer. BARD1 autoantibody
tests have the potential to detect cancer early, improve patient outcomes, save lives and reduce healthcare costs.
- 4 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
Assay Development Program
The Assay Development program with Thermo Fisher Scientific to transfer the BARD1 technology to the Luminex platform
progressed during the year.
The Phase 1 assay feasibility phase to confirm proof-of-
principle that the BARD1 technology was transferable to
the Luminex platform was completed in December 2018.
The Phase 2 assay development phase to optimize the
multiplex BARD1 autoantibody assay on the Luminex
platform was completed in June 2019. The Phase 3
assay validation phase to analytically validate the
multiplex BARD1 assay is near completion with delivery
of three working pilot RUO BARD1 kits to BARD1
Geneva for evaluation in June 2019 and completion
expected by Q4 CY2019.
The Company believes that successful completion of the
assay development program to transfer the BARD1
technology to the Luminex platform is an important
milestone, since it should de-risk the technology and
potentially enable faster development of the BARD1 autoantibody tests including planned verification testing and validation
studies for target cancers expected to commence Q4 CY2019.
Pilot RUO BARD1 kits delivered to BARD1 Geneva
Ovarian Cancer Diagnostic Program
During the year the Company announced positive results from its important new OC-R001 Study to evaluate the accuracy of
the BARD1-Ovarian cancer test to detect ovarian cancer in high-risk women with a family history of breast/ovarian cancer or
carrying BRCA1/2 mutations. The study demonstrated compelling results for BARD1-Ovarian with excellent diagnostic
accuracy of 0.97 AUC, 89% sensitivity (detection) and 97% specificity (low false positives) in high-risk women across all cancer
stages.
Upon successful completion of the assay development program, we plan to commence verification testing in Q4 CY2019 to
further evaluate and optimise the performance of the BARD1-Ovarian cancer test on the new Luminex platform before
undertaking additional validation studies for early detection of ovarian cancer in high risk asymptomatic women.
Breast Cancer Diagnostic Program
During the year, a new breast cancer program was initiated by undertaking the BC-001 study to evaluate the accuracy of a
potential new BARD1-Breast cancer test to detect breast cancer. The results demonstrated that BARD1-Breast had high
diagnostic accuracy for detection of breast cancer across common subtypes and all stages with AUC 0.86, 70% sensitivity
and 88% specificity in average-risk women. The study was validated in an independent sample set of benign breast lesions
which showed the BARD1-Breast cancer test accurately distinguished malignant breast cancer from benign lesions with
accuracy of 0.85 AUC, 85% sensitivity and 76% specificity.
The BARD1-Breast cancer test uses the same BARD1 autoantibody test methodology as the BARD1-Ovarian cancer test
enabling fast development and parallel clinical testing. Upon successful verification studies in ovarian cancer, BARD1 plans
to undertake additional verification testing and validation studies to evaluate, optimise and validate the performance of the
BARD1-Breast cancer test on the Luminex platform for early detection of breast cancer in average risk asymptomatic women.
Lung Cancer Diagnostic Program
BARD1 plans to develop the BARD1-Lung cancer test as a screening test for early detection of lung cancer in high-risk
asymptomatic individuals. Additional research studies are being planned for the BARD1-Lung cancer test.
Cancer Vaccine Program
The Cancer Vaccine collaboration with the Institute for Respiratory Health was completed during the year. The cancer vaccine
program was an exploratory research project to evaluate BARD1 peptide vaccine formulations for cancer prevention and/or
treatment in murine cancer models to assess in vivo effectiveness for reducing tumour size, inhibiting tumour growth and/or
inducing an effective immune response.
Encouraging initial results showing delayed tumour growth in a malignant mesothelioma mouse model were reported in the
Company presentation released on 19 November 2018. Final results announced on 15 February 2019 confirmed a significant
vaccine effect on tumour growth, survival and immune response using a 5-peptide BARD1 vaccine in the AB1 malignant
mesothelioma mouse model. These results were encouraging but require further research to evaluate different BARD1
antigens, vaccine formulations and doses to determine the best cancer vaccine strategy.
- 5 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
INTELLECTUAL PROPERTY PORTFOLIO
The Company has established a strong intellectual property (IP) position protecting its biomarker technology platform and
products with claims covering various BARD1 DNA and protein sequences, methods of diagnosis and treatment, and use in
multiple cancers. The Company owns or exclusively licenses 5 patent families with 13 granted and 17 pending patents covering
its technology, products and uses in the US, Europe, China, Japan and other countries (see below). During the year the
following Patents were issued.
• United States Patent No 10,018,639 titled ‘Kits for detecting breast or ovarian cancer in body fluid sample and use
thereof’ was granted by the United States Patent and Trademark Office (USPTO). The claims are directed to kits
comprising peptides from BARD1 isoforms for detecting autoantibodies associated with breast or ovarian cancer.
This patent provides IP protection for the BARD1-Ovarian and BARD1-Breast cancer test in the important US market.
• Chinese Divisional Patent No 201610347489.9 titled “BARD1 isoforms in lung and colorectal cancer and use thereof”
was granted by the China National Intellectual Property Administration (CNIPA). This patent provides additional
coverage over the parent case for specific BARD1 isoforms, various methods and kits for use in the detection of the
specific BARD1 isoforms, and methods for treatment or prevention of lung and colorectal cancer. This patent
strengthens protection of the BARD1-Lung cancer test in China.
• US Patent No 10,273,475 titled “Regulation of BARD1 expression by non-coding RNA” was issued by the United
States Patent and Trademark Office on 30 April 2019, protecting siRNA that target and reduce the expression of the
novel long non-coding BARD1 RNA molecule BARD1 9’L in cancer.
• European Patent No 2606358 titled “BARD1 isoforms in lung and colorectal cancer and use thereof” was granted by
the European Patent Office on 26 December 2018 and confirmed validated on 3 June 2019 in France, Germany,
Italy, Spain, Switzerland and United Kingdom, providing enforceable IP protection in these countries. The granted
EP260663 claims are directed towards lung cancer and protect BARD1-Lung in Europe.
• Hong Kong Patent No 17101268.4 titled “BARD1 isoforms in lung and colorectal cancer, detection method and use
thereof” was issued by the Patents Registry, Intellectual Property Department post year end on 19 July 2019. The
granted HK 17101268.4 claims are directed towards specific BARD1 isoforms, various methods and kits for use in
the detection of the specific BARD1 isoforms, and methods for treatment or prevention of lung and colorectal cancer.
It enforces protection over BARD1-Lung in Hong Kong.
BARD1 Patent status summary
Patent Family
Title
Granted
Pending
Expiry
PCT/FR01/02731
Truncated BARD1 protein and its diagnostic
and therapeutic uses
US, JP
PCT/IB2011/053635
BARD1 isoforms in lung and colorectal
cancer and use thereof
PCT/IB2011/054194
Kits for detecting breast or ovarian cancer in a
body fluid sample and use thereof
PCT/EP2014/073834
Lung Cancer Diagnosis
US, EP, JP, JP
div, CN, CN div,
HK, IL, AU
US
10,273,475
Regulation of BARD1 expression by non-
coding RNA
US
* Plus any extension of term in the US due to prosecution delay
FINANCIAL RESULTS
2021
2031*
US divisional, CA,
BR, SG
US divisional, EP
2031*
US, EP, CA, JP,
IL, CN, AU, SG,
KR, HK
US continuation
2034*
2035
The Group reported a loss from operating activities for the year of $1,717,273, down 5.5% from previous year ($1,817,301
loss). The Group received a Research and Development Tax Incentive of $520,798, up 147% from previous year (2018:
$210,785). Total expenses were contained to an increase of 5.3% to $2,296,990 (2018: $2,181,987). Expenditure included
Research and Development expenses of $576,738, patent expenses of $137,023, cash employee expense of $791,549 and
other working capital expenses of $791,680, including marketing costs in relation to positioning the Company for growth and
investigating new business opportunities.
The loss per share of the Group for the full-year ended 30 June 2019 was 0.14 cents per share (2018: 0.26 cents per share).
- 6 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
CORPORATE
Board and Management changes
On 17 June 2019, BARD1 strengthened its Board with the appointment of two healthcare industry experienced Non-Executive
Directors, Philip Powell and Max Johnston.
Non-Executive Director Brett Montgomery resigned from the Board effective 17 June 2019. The Board thanks Brett for his
contribution during his term.
The Company has announced plans to expand its management team and has commenced recruitment of additional staff for
the Geneva facility to underpin and accelerate our research projects. Additional R&D and operational staff and facility search
activities are expected to commence from September 2019 to implement our planned development and technology transfer
to Australia in 2020.
Capital Raisings
In December 2018, the Company issued 165,732,775 Shares at an issue price of $0.02 per share by way of a non-
renounceable entitlement issue raising $3.315 million (before costs). A total of 59,141,274 Shares were issued to participating
Shareholders. The remaining 106,591,501 shortfall Shares were issued to sophisticated and professional investors.
In June 2019, the Company conducted an additional fund-raising which raised a total of $7.5 million (before costs). The first
measure was a placement of 248,500,000 Shares at an issue price of $0.02 to raise approximately $5 million. This initiative
welcomed 3 new substantial shareholders to the Company’s share register including The Merchant Opportunities Fund, David
Williams and Jeff Emmanuel. This measure was competed prior to financial year end. The second measure being a non-
renounceable Entitlement Offer to raise an additional $2.5 million (before costs) was completed in July 2019. A total of
124,289,854 New Shares were issued comprising:
•
•
•
65,927,194 New Shares issued to existing eligible shareholders who participated in the Entitlement Offer;
10,000,000 New Shares issued pursuant to Underwriting Agreements entered with companies controlled by Non-
Executive Directors Max Johnston and Philip Powell; and
48,362,660 Shortfall Shares were issued to sophisticated and professional investors introduced by Merchant
Corporate Advisory Pty Ltd who acted as the Company’s Lead Manager for the Placement and Entitlement Offers.
The capital raised will be used to fund the development of the existing pipeline, new R&D and commercial initiatives and
working capital.
OUTLOOK
The Company is well positioned after completing capital raisings that delivered a solid cash position of $10.1 million as at 12
July 2019, a strengthened Board and strategic shareholder base that readies us to execute our growth strategy and deliver on
our vision to build a leading Australian cancer diagnostics company.
We have a strong cancer diagnostics pipeline with three BARD1 autoantibody tests in development for early detection of
ovarian, breast and lung cancers, and have announced plans to accelerate our commercialisation efforts for our existing
BARD1 assets and expand our cancer diagnostics portfolio through acquisition or in-licensing of complementary diagnostic
assets for unmet needs in early detection, diagnosis and monitoring of cancer that should pave the way to an exciting future
for the Company and our shareholders.
The Company’s commercialisation strategy is to partner with certified laboratories to initially launch the BARD1 autoantibody
tests as Laboratory Developed Tests (LDTs) in Australia and the USA to commence commercialisation and real-world product
acceptance. If successful, the Company then plans to seek to partner with leading diagnostic distributors to develop and
register In Vitro Diagnostic (IVD) kits with the US FDA, Australian TGA and gain European CE-IVD marking to drive geographic
expansion, clinical adoption, market acceptance and access.
The BARD1 Board and management thanks all shareholders for their strong support in FY2019 and looks forward to keeping
the market informed of our technical and commercial progress in FY2020.
INHERENT RISKS OF INVESTMENT IN BIOTECHNOLOGY COMPANIES
There are many inherent risks associated with the development of medical devices including diagnostics to a marketable
stage. The clinical development process is designed to evaluate the safety and effectiveness of a medical device prior to
commercialisation and a significant proportion of medical devices fail one or both of these criteria. Other risks include
uncertainty of patent protection and proprietary rights, whether patent applications and issued patents will offer adequate
protection to enable product development, the obtaining of necessary regulatory authority approvals and difficulties caused by
the rapid advancements in technology.
- 7 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
Companies such as BARD1 are dependent on the success of their research projects and their ability to attract funding to
support these activities. Investment in research and development projects cannot be assessed on the same fundamentals as
other trading enterprises and access to capital and funding for the Group and its projects going forward cannot be guaranteed.
Investment in companies specialising in research projects, such as BARD1, should be regarded as highly speculative. BARD1
strongly recommends that professional investment advice be sought prior to individuals making such investments.
FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report contain forward-looking statements regarding the Company’s business and the
technical and commercial potential of its technologies and products in development. Any statement describing the Company’s
goals, expectations, intentions or beliefs is a forward-looking statement and should be considered an at-risk statement. Such
statements are subject to certain risks and uncertainties, particularly those risks or uncertainties inherent in the process of
discovering, developing and commercialising medical devices that can be proven to be safe and effective for use in humans,
and in the endeavour of building a business around such products and services. BARD1 undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information, future events, or otherwise. Actual results could
differ materially from those discussed in this Annual Report. As a result readers of this report are cautioned not to rely on
forward-looking statements.
Rounding
No rounding has been applied to the amounts contained in the financial report under the option available to the Company
under ASIC Corporations (Rounding in Financial/Director’s report) instrument 2016/191. The Company is an entity to which
the legislative instrument applies.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 12 July 2019 the Company issued 124,289,854 shares pursuant to the entitlement offer announced on 18 June 2019 to
shareholders who participated in the entitlement offer and to investors who participated in the shortfall offer. The Company
raised a total of $2.5 million (before costs) from the entitlement offer.
At the date of this report, other than that outlined above, there have been no matters or circumstances that have arisen since
the end of the period which significantly, or may significantly effect:
•
•
•
The consolidated entity’s operations in future years;
The results of those operations in future years; or
The consolidated entity’s state of affairs in future years.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than those outlined in the Review and Results of Operations there were no other significant changes in the state of
affairs of the Company during the period.
FINANCIAL POSITION
The net assets of the Group at 30 June 2019 totalled $7,134,679 (2018: $1,130,487).
Total assets at 30 June 2019 totalled $7,626,534 (2018: $1,453,137). The Group had cash and cash equivalents of $7,556,661
at 30 June 2019 (2018: $1,445,657).
DIVIDENDS
No dividend has been declared, provided for or paid in respect of the year ended 30 June 2019 or 30 June 2018.
SHARE OPTIONS
Shares issued as a result of the exercise of options
No options were exercised during the period and up to the date of the directors’ report.
Options issued
2,000,000 options were issued to a consultant in the 2018 financial year exercisable at $0.0128 on or before 20 February
2022. These options remain on issue at the date of this report.
There are no other options on issue.
- 8 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has insurance in place to indemnify directors of the Company against liability incurred to a third party (not being
the Company or a related party) that may arise from their position as directors or officers of the Company.
In accordance with subsection 300(9) of the Corporations Act 2001, further details have not been disclosed due to
confidentiality provisions of the insurance contracts.
INDEMNIFICATION OF AUDITORS
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its
audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment
has been made to indemnify Ernst & Young during or since the financial year.
INTERESTS IN CONTRACTS OR PROPOSED CONTRACTS WITH THE COMPANY
During the financial year, no director has had any interest in a contract or proposed contract with the Company being an
interest the nature of which has been declared by the director in accordance with Section 300(11)(d) of the Corporations Act
2001 except for:
The contracts for the executive and non-executive director services as disclosed in the remuneration report; and
-
- Underwriting agreements entered into with Mr. Powell and Mr. Johnson prior to their appointment as directors, for
new shares not subscribed for by eligible shareholders under the Entitlement Offer announced on 18 June 2019 to
subscribe for up to 5,000,000 shortfall shares each. Pursuant to the underwriting agreements companies controlled
by Mr Powell and Mr Johnson were each issued 5,000,000 Shares. No fees were paid pursuant to the underwriting
agreements.
DIRECTORS’ MEETINGS
The following table sets out the number of meetings of the Company’s directors held during the year ending 30 June 2019 and
the number of meetings attended by each director.
Directors’ Meetings
No. of meetings
held while in
office
Meetings
attended
Peter Gunzburg
Dr Irmgard Irminger-Finger
Brett Montgomery (resigned 17/06/19)
Geoffrey Laurent (deceased 12/08/18)
Max Johnston (appointed 17/06/19)
Philip Powell (appointed 17/06/19)
4
4
4
0
0
0
4
4
4
0
0
0
REMUNERATION REPORT (AUDITED)
This Remuneration Report outlines the director and executive remuneration arrangements of the Group in accordance with
the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report Key Management Personnel
(KMP) of the Group are defined as those persons having the authority and responsibility for planning, directing and controlling
the major activities of the Group. The remuneration report has been audited as required by section 300A of the Corporations
Act 2001.
Use of remuneration consultants
Independent external advice is sought from remuneration consultants when required, however no advice has been sought
during the period ended 30 June 2019.
Remuneration Policy
The Group has designed its compensation policies to ensure significant linkage between rewards and specific achievement
that are intended to improve shareholder wealth. In assessing the link between the Group performance and compensation
policy, it must be recognised that biotechnology companies generally do not make a profit until a drug or device is licensed or
commercialised, either of which takes a number of years. Furthermore, the biotechnology sector as a hole is highly volatile,
significantly driven by market sentiment and inherently high risk. Therefore, the direct correlation of compensation policy and
traditional financial performance measures is not appropriate. As an alternative, key milestones are a more meaningful
measure of performance to correlate levels of compensation. These milestones are discrete achievements and can be used
to evaluate the Group’s progress towards commercialising its various projects.
- 9 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
The Board recognises that the performance of the Company depends upon the quality of its Directors and Executives and to
this end the Company is aware that it must attract, motivate and retain experienced Directors and Executives. The Board
assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to
relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention
of a high quality Board and executive team. Such officers are given the opportunity to receive their base emolument in the
form of salary and fringe benefits such as motor vehicle allowances.
In accordance with best practice governance, the structure of Non-Executive Directors and senior executive remuneration is
separate and distinct. It should be noted that the amount of salary and the grant of options is at the discretion of the board of
directors. The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and
retain Directors of the highest calibre, whilst incurring a cost which is acceptable to Shareholders.
The Company’s Constitution and ASX Listing Rules specify that aggregate remuneration of Non-Executive Directors shall be
determined from time to time by a general meeting of Shareholders. Approval by Shareholders was granted at a general
meeting on 12 August 2008 to pay Non-Executive Directors an aggregate amount of $200,000 per annum. The Board
considers fees paid to Non-Executive Directors of comparable companies when undertaking the annual review process. Each
Non-Executive Director may also receive an equity based component where approval has been received from Shareholders
in a general meeting.
The Company does not currently have a remuneration committee, the functions of which are carried out by the full board.
Remuneration for directors and executives are not linked directly to the performance of the economic entity.
The Company has Employment and/or Consultancy Agreements in place with Dr Irminger-Finger, Dr Hinch, Mr Powell and Mr
Johnson. The major provisions of each of the agreements relating to compensation are set out below.
Dr Irminger-Finger
Dr Irmgard Irminger-Finger has a Consultancy Agreement with the Company dated 1 June 2016 to perform the role of Chief
Scientific Officer as specified in the Consultancy Agreement under which Dr Irminger-Finger is paid $150,000 per annum for
the equivalent of a 0.5 Full Time Equivalent. This arrangement can be terminated by either party by providing 180 days written
notice, which based on current remuneration rates would amount to a termination payment of $75,000.
Dr Hinch
Dr Leearne Hinch has an Executive Employment Agreement with the Company dated 7 November 2016 to perform the role
of Chief Executive Officer, under which Dr Leearne Hinch is paid a total fixed remuneration of $350,000 per annum (inclusive
of superannuation). This arrangement can be terminated by either party by providing 6 months written notice, which based on
current remuneration rates would amount to a termination payment of $175,000.
As at 30 June 2019 Dr Hinch is eligible for a Short-Term Incentive (STI) of up to 40% cash bonus and Long-Term Incentive
(LTI) being the grant of options (subject to shareholder approval) which vest upon the satisfaction of KPIs agreed between the
Board and Dr Hinch. The only milestone agreed between the Board and Dr Hinch was the completion of a probationary period.
To date, the Board has not agreed any further KPIs for Dr Hinch. Initially it was agreed that 20 million options would be granted
subject to various KPIs, with Tranche one of 5 million being issued with a KPI of completion of the probationary period, which
has been met. In the prior year, post-completion of the probation period, but prior to obtaining shareholder approval for the
issue of the LTI, Dr Hinch agreed with the Board in good faith that the option exercise price would be renegotiated. As the 5
million options vested on the completion of Dr. Hinch’s probation, an expense for the award has been recognised within the
income statements for the current and prior financial periods. For the remaining 15 million options which would be issued when
the revised exercise price and KPIs are agreed, no expense in relation to these options has been brought to account. No KPIs
have been set for the STI and therefore no STI was paid or payable during the financial year.
Mr Johnston
Max Johnston has a Letter of Agreement with the Company dated 17 June 2019 to perform the role of Non-Executive Director
for an annual base fee of $50,000 plus superannuation entitlement. Mr Johnston is not entitled to a termination or redundancy
benefit.
Mr Powell
Philip Powell has a Letter of Agreement with the Company dated 17 June 2019 to perform the role of Non-Executive Director
for an annual base fee of $50,000 plus superannuation entitlement. Mr Powell is not entitled to a termination or redundancy
benefit.
The Company does not have any other consultancy or employment agreements in place.
- 10 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
Remuneration of Key Management Personnel
P Gunzburg
Chairman
I Irminger-Finger
Executive-Director
G Laurent
Non-Executive Director
B Montgomery
Non-Executive Director
P Powell 2
Non-Executive Director
M Johnson 2
Non-executive director
L Hinch 1
Chief Executive Officer
Total
Total
2019
2018
2019
2018
2019
2018
2019
2018
2019
2019
2019
2018
2019
2018
Short Term
Benefits
Salary
And Fees
68,750
58,333
150,000
145,562
3,000
21,000
24,000
21,000
1,950
Post
Employment
Benefits
Superannuation
6,531
5,542
-
4,438
285
1,995
-
-
185
1,950
185
361,036
359,218
610,686
605,113
19,615
19,615
26,801
31,590
Long Term
Benefits
Share Based
Payments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,750
8,750
8,750
8,750
53,041
15,564
53,041
15,564
Total
75,281
63,875
150,000
150,000
3,285
22,995
24,000
21,000
2,135
2,135
442,442
403,147
699,278
661,017
1 The 2019 and 2018 total remuneration for Dr. Hinch has been adjusted to reflect the fair value of tranche one of the options to be issued that were included as
part of her employment agreement.
2 Mr Powell and Mr Johnson were appointed directors on 17 June 2019
Consolidated Entity Performance
The table below shows the performance of the consolidated entity as measured by the consolidated entity’s closing share
price and EPS over the last five years.
12 Months
ended 31
December
2015
N/A**
(85,269)
(0.037)*
6 months
ended 30 June
2016
$0.022
(2,841,093)
(0.011)*
12 months
ended 30 June
2017
$0.010
(2,604,171)
(0.004)*
12 months
ended 30 June
2018
$0.014
(1,817,301)
(0.003)*
12 months
ended 30 June
2019
$0.020
(1,717,273)
(0.001)*
Closing share price
Loss after tax ($)
EPS ($ per share)
* The loss per share calculations for periods prior to 30 June 2019 have been adjusted by a factor of 1.019 to reflect the bonus
element of the capital raising completed subsequent to year end.
** BARD1AG was not a listed entity during this period.
Options Granted and Vested during the year ended 30 June 2019
SHARE OPTIONS
Shares issued as a result of the exercise of options
No options were exercised during the period and up to the date of the directors’ report.
Options issued during the financial year and on issue at the date of this report
No options were issued to KMP’s during the year. No options were held by KMP during the financial year or at year-end. Refer
to previous page for discussion on Tranche one of 5 million options to be issued to the CEO.
As at 30 June 2019 Dr Hinch is eligible for a Short Term Incentive (STI) of up to 40% cash bonus and Long Term Incentive
(LTI) being the grant of options (subject to shareholder approval) which vest upon the satisfaction of KPIs agreed between the
Board and Dr Hinch. The only milestone agreed between the Board and Dr Hinch was the completion of a probationary period.
To date, the Board has not agreed any further KPIs for Dr Hinch. Initially it was agreed that 20 million options would be granted
subject to various KPIs, with 5 million being issued with a KPI of completion of the probationary period, which has been met.
In the prior year, post-completion of the probation period, but prior to obtaining shareholder approval for the issue of the LTI,
Dr Hinch agreed with the Board in good faith that the option exercise price would be renegotiated. As the 5 million options
vested on the completion of Dr. Hinch’s probation, an expense for the award has been recognised within the income statements
for the current and prior financial periods. For the remaining 15 million options which would be issued when the revised exercise
price and KPIs are agreed, no expense in relation to these options has been brought to account.
- 11 -
Peter
Gunzburg
Dr Irmgard
Irminger-
Finger
Max
Johnston***
Philip
Powell***
Prof.
Geoffrey
Laurent
Brett
Montgomery
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
KEY MANAGEMENT PERSONNEL SHAREHOLDINGS
At 30 June 2019 the interests of the key management personnel in the ordinary shares and performance shares in the
Company were:
Balance
Ordinary
Shares
30 June 2018
Subscribed for
under
Entitlements
offer
Net change
other
Balance
Ordinary
Shares
30 June 2019
Unquoted
Performance
Shares at 30
June 2019
Unquoted
Performance
Shares at 30
June 2018
29,835,004
5,967,001
-
35,802,005
-
-
108,252,420
12,500,000
(8,599,683)
112,152,737
**108,252,420
**108,252,420
-
-
10,599,600
-
-
-
-
-
(10,599,600)*
4,700,000
940,000
(5,640,000)*
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Dr. L Hinch
-
-
-
* Holding at time of ceasing to be a director
** The Performance Shares were escrowed for 2 years from date of quotation and have an expiry date of 5 years. As announced on 20
June 2018, these shares were released from Escrow. Milestones for conversion are as follows:
•
each Performance Share will convert into one Share upon the announcement by the ASX of the following prior to the Expiry Date;
•
•
•
the clinical trial of the blood test developed by BARD1AG SA S.A. for the detection of lung cancer (BBLC Test) has
been completed;
the clinical trial involved at least 2,000 participants, and returned a detection rate greater than 80%, and false positive
results of less than 20%; and
the results of the clinical trial provide statistically significant evidence that the BBLC Test provides an outcome equal or
superior to the current "gold standard" CT Scan, which has a detection rate of less than 80%, and returns false positive
results of more than 20%.
Performance Shares are unquoted, not entitled to dividends and there are no participation rights or entitlements inherent in the
Performance Shares and holders will not be entitled to participate in new issues of capital offered to Shareholders during the
currency of the Performance Shares. The Performance Shares were issued as consideration for the acquisition of shares held in
BARD1AG SA and not granted as remuneration.
No performance shares were issued or converted to ordinary shares during the year.
*** As at 30 June 2019, companies controlled by Mr. Powell and Mr. Johnson had underwriting agreements with the Company to subscribe
for up to 5,000,000 shortfall Shares each not subscribed for by eligible shareholders under the Entitlement Offer announced on 18 June
2019 each.
Loans to Key Management Personnel
There have been no loans to KMP’s during the financial year.
Other Transactions with KMPs
There have been no other transactions with KMP’s during the financial year.
Voting and comments at the Company’s 2018 Annual General Meeting
The Company received 100% of “yes” votes on its Remuneration Report for the 2018 financial year. The Company did not
receive any specific feedback at the AGM on its remuneration policies.
** END OF REMUNERATION REPORT **
- 12 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS' REPORT
NON-AUDIT SERVICES
During the years ended 30 June 2019, and 30 June 2018 no fees were paid to external auditors Ernst & Young for non-audit
services.
AUDITORS INDEPENDENCE DECLARATION
The lead auditor's independence declaration for the twelve months ending 30 June 2019 has been received and can be found
on page 14.
Signed in accordance with a resolution of the directors
Peter Gunzburg
Chairman
16 August 2019
- 13 -
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Auditor’s Independence Declaration to the Directors of BARD1 Life
Sciences Limited
As lead auditor for the audit of the financial report of BARD1 Life Sciences Limited for the financial year
ended 30 June 2019, I declare to the best of my knowledge and belief, there have been:
a)
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
b)
no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of BARD1 Life Sciences Limited and the entities it controlled during the
financial year.
Ernst & Young
V L Hoang
Partner
16 August 2019
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
MH:BARD1:009
BARD1 LIFE SCIENCES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Other income
Research and development tax incentive
Gain on held for trading investments
Employee benefits expense
Movement in the fair value of investments classified held for trading
Impairment of available for sale financial assets
Foreign exchange (loss)/gain
Research and development expense
Patent expenses
Share based payments expense
Administration costs
Loss before income tax expense
Income tax expense
Loss after income tax expense
Other comprehensive income
Items that may be subsequently reclassified to operating result
Foreign currency translation
Fair value loss on available for sale financial assets
Impairment loss reclassified to profit and loss
Other comprehensive loss for the year, net of tax
Total comprehensive loss attributable to the members of BARD1
Life Sciences Limited
Loss per share:
Basic loss per share
Diluted loss per share
Note
Consolidated Group
For the year
ended 30 June
2019
$
For the year
ended 30 June
2018
$
3
3
3
3
3
16
3
4
10
10
10
14
14
58,919
520,798
-
62,418
210,785
91,483
(791,549)
(768,598)
(32)
-
5,282
(576,738)
(137,023)
(53,041)
(743,889)
(127)
(28,230)
(16,010)
(770,842)
(180,854)
(41,595)
(375,731)
(1,717,273)
(1,817,301)
-
-
(1,717,273)
(1,817,301)
(13,299)
-
-
(13,299)
(4,634)
(28,230)
28,230
(4,634)
(1,730,572)
(1,821,935)
Cents
Cents
(0.14)*
(0.26)*
(0.14)*
(0.26)*
* The loss per share calculations for all periods prior to 30 June 2019 have been adjusted by a factor of 1.019 to reflect the bonus element of the capital raising completed subsequent to
year end.
The accompanying notes form part of these financial statements.
- 15 -
BARD1 LIFE SCIENCES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
Current Assets
Cash and cash equivalents
Other receivables
Held for trading investments
Prepayments
Total Current Assets
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
Non-Current Liabilities
Provisions
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued Capital
Distribution reserve
Share based payment reserve
Foreign exchange translation reserve
Accumulated losses
TOTAL EQUITY
Notes
Consolidated Group
30 June
2019
$
30 June
2018
$
12
5
6
7
8a
8b
9
10
10
10
11
7,556,661
1,445,657
61,278
-
8,595
3,465
32
3,983
7,626,534
1,453,137
427,709
35,488
463,197
28,658
28,658
491,855
238,212
62,394
300,606
22,044
22,044
322,650
7,134,679
1,130,487
16,980,108
9,298,385
(309,421)
(309,421)
94,636
(56,018)
41,595
(42,719)
(9,574,626)
(7,857,353)
7,134,679
1,130,487
The accompanying notes form part of these financial statements.
- 16 -
BARD1 LIFE SCIENCES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
For the year ended 30 June 2019
Issued
Capital
$
Accumulated
fix
losses
$
Distribution
Reserve
Foreign
Currency
Translation
reserve
$
Share
Based
Payments
Reserve
Total
Equity
$
9,298,385
(7,857,353)
(309,421)
(42,719)
41,595
1,130,487
-
-
-
-
(1,717,273)
-
(1,717,273)
-
-
-
-
-
-
-
-
(13,299)
(13,299)
-
-
-
-
-
(1,717,273)
(13,299)
(1,730,572)
53,041
53,041
-
7,681,723
At 1 July 2018
Loss for the year
Other comprehensive income
Total comprehensive loss for the
period
Share based payment
Issue of shares net of costs
7,681,723
At 30 June 2019
16,980,108
(9,574,626)
(309,421)
(56,018)
94,636
7,134,679
For the year ended 30 June 2018
Issued
Capital
$
Accumulated
losses
$
Available for
sale Reserve
Distribution
Reserve
Foreign
Currency
Translation
reserve
$
Share
Based
Payments
Reserve
Total
Equity
$
At 1 July 2017
Loss for the year
Other comprehensive
income
Impairment loss reclassified
to loss for the period
Total comprehensive loss
for the period
Share based payment
-
-
-
-
-
6,645,495
(6,040,052)
(1,817,301)
-
-
(28,230)
28,230
(1,817,301)
-
-
-
-
-
-
-
-
(309,421)
(38,085)
-
-
-
-
-
-
-
(4,634)
-
(4,634)
-
-
-
-
-
-
-
257,937
(1,817,301)
(32,864)
28,230
(1,821,935)
41,595
41,595
-
2,652,890
(309,421)
(42,719)
41,595
1,130,487
Issue of shares net of costs
2,652,890
At 30 June 2018
9,298,385
(7,857,353)
The accompanying notes form part of these financial statements.
- 17 -
BARD1 LIFE SCIENCES LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
Cash Flows from Operating Activities
Interest received
Other receipts from customers
Payments to suppliers and employees
Research and development tax incentive
Notes
Consolidated Group
For the year
ended 30 June
2019
$
For the year
ended 30 June
2018
$
8,731
50,188
7,210
55,208
(2,150,436)
(2,238,470)
520,798
210,785
Net cash flows used in operating activities
12
(1,570,719)
(1,965,267)
Cash Flows from Investing Activities
Net cash received on sale of held for trading assets
Net cash inflows from investing activities
Cash Flows from Financing Activities
Proceeds from issue of shares
Share issue costs
Net cash inflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial period
Cash equivalents at the end of the financial period
-
-
107,983
107,983
8,285,747
(604,024)
7,681,723
6,111,004
1,445,657
7,556,661
2,813,326
(160,436)
2,652,890
795,606
650,051
1,445,657
The accompanying notes form part of these financial statements.
- 18 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1.
CORPORATE INFORMATION
The financial report of BARD1 Life Sciences Limited (the Company) and its subsidiaries (collectively the “Consolidated
Entity” or the “Group”) for the year ended 30 June 2019 was authorised for issue in accordance with a resolution of the
directors on 15 August 2019.
BARD1 Life Sciences Limited is a Company limited by shares incorporated and domiciled in Australia and whose shares
are publicly traded on the Australian Securities Exchange. The company is a for-profit entity. The principal activities of
the consolidated group during the financial year were the research and development of non-invasive diagnostic tests
for early detection of cancer.
The company’s registered office is Unit B1, Tempo Building, 431 Roberts Road, Subiaco Western Australia 6008
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
(b)
Going Concern
The consolidated financial statements have been prepared under the going concern basis of accounting. The
directors believe this basis to be appropriate, taking into account the Group’s cash position at 30 June 2019, its
subsequent capital raising in July 2019 and its anticipated working capital requirements for the twelve months from
the date of approval of these financial statements.
Basis of Preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements
of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the
Australian Accounting Standards Board (AASB).
The financial report has been prepared on a historical cost basis, except for certain investments, which have been
measured at fair value. The financial report is prepared in Australian dollars.
(c)
Compliance Statement
The Consolidated Entity has adopted all of the new and revised Standards and Interpretations issued by AASB that are
relevant to its operations and effective for annual reporting periods beginning on 1 July 2018, including:
AASB 9 Financial Instruments (AASB 9)
AASB 9 replaces AASB 139 Financial Instruments: Recognition and Measurement (AASB 139) for annual periods
beginning on or after 1 January 2018, bringing together all three aspects of the accounting for financial instruments:
classification and measurement; impairment; and hedge accounting.
The Group has applied AASB 9 retrospectively, with the initial application date of 1 July 2018 and has elected not to
restate comparative information which continues to be reported under AASB 139. The adoption of AASB 9 did not
result in to any adjustment to the opening balance of retained as at 1 July 2018.
Under AASB 9, on initial recognition a financial asset is classified as measured at:
a)
b)
c)
d)
Amortised cost;
Fair Value through Other Comprehensive Income (FVOCI) – debt investment;
FVOCI – equity investment; or
Fair Value through Profit or Loss (FVTPL)
The classification of financial assets under AASB 9 is generally based on the business model in which a financial asset
is managed and its contractual cash flow characteristics, which arise on specified dates and are solely payments of
principal and interest (“SPPI”). A financial asset (unless it is a trade receivable without a significant financing component
that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL,
transaction costs that are directly attributable to its acquisition. For financial assets measured at amortised cost, these
assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced
by impairment losses.
Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss
on derecognition is recognised in profit or loss.
As of 30 June 2018, and 30 June 2019, the Company’s financial instruments consist of cash and cash equivalents,
trade and other receivables, shares in listed companies and trade and other payables. Cash and cash equivalents and
trade and other receivables previously designated as loans and receivables under AASB 139 are now classified as
financial assets amortised cost under AASB 9. The trade and other payables are designated as financial liabilities at
amortised cost. Shares in listed companies previously designated as AFS under AASB 139 are now classified as fair
- 19 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
value through profit and loss under AASB 9.
Existing financial assets and liabilities of the Group were assessed in terms of the requirements of AASB 9. In this
regard the adoption of AASB 9 will impact the classification of financial assets and liabilities as follows:
Class of financial instrument
presented in the statement of
financial position
Cash and cash equivalents
Trade and other receivables
Shares in listed companies
Trade and other payables
Original measurement category
under AASB 139
New measurement category
under AASB 9
Loans and receivables
Loans and receivables
Investment held for trading
Financial liability at amortised cost
Financial assets at amortised cost
Financial assets at amortised cost
FVTPL
Financial liability at amortised cost
The change in classification has not resulted in any re-measurement adjustment at 1 July 2018.
Impairment of financial assets
In relation to the financial assets carried at amortised cost, AASB 9 requires an expected credit loss (“ECL”) model to
be applied as opposed to an incurred credit loss model under AASB 139. The ECL model requires the Group to account
for ECL and changes in those ECL at each reporting date to reflect changes in credit risk since initial recognition of the
financial asset. In particular, AASB 9 requires the Group to measure the loss allowance at an amount equal to lifetime
ECL if the credit risk on the instrument has increased significantly since initial recognition. On the other hand, if the
credit risk on the financial instrument has not increased significantly since initial recognition, the Group is required to
measure the loss allowance for that financial instrument at an amount equal to the ECL within the next 12 months.
As at 1 July 2018, the directors of the Company reviewed and assessed the Group’s existing financial assets for
impairment using reasonable and supportable information. In accordance with AASB 9, where the directors concluded
that it would require undue cost and effort to determine the credit risk of a financial asset on initial recognition, the Group
recognises lifetime ECL Given the nature of the Consolidated Entity’s business and the nature of its financial assets
subject to impairment assessment, there was no material impact arising from the application of the new impairment
requirements of AASB 9. As all of the Consolidated Entity’s cash deposits and other current receivables which are
measured at amortised cost are short term (i.e., less than 12 months), and the Consolidated Entity has credit rating and
risk management policies in place, the change to a forward-looking expected credit loss approach did not have a
material impact on the amounts recognised in the financial statements.
AASB 15 Revenue from Contracts with Customers (AASB 15)
The Group has adopted AASB 15 as issued in May 2014 with the date of initial application being 1 July 2018. In
accordance with the transitional provisions in AASB 15 the standard has been applied using the full retrospective
approach.
AASB 15 supersedes AASB 118 Revenue, AASB 111 Construction Contracts and related Interpretations and it applies
to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The
new standard establishes a five-step model to account for revenue arising from contracts with customers. Under AASB
15, the revenue recognition model will change from one based on the transfer of risk and reward of ownership to the
transfer of control of ownership
At the date of initial application of AASB 15, 1 July 2018, the Group had no material contracts falling directly within the
scope of AASB 15, and as a result, it was determined that the adoption of AASB 15 had no impact on the Group.
Several other new and amended Accounting Standards and Interpretations applied for the first time from 1 July 2018
but did not have an impact on the consolidated financial statements of the Group and, hence, have not been
disclosed. Other than the changes described below, the accounting policies adopted are consistent with those of the
previous financial year
The accounting policy of the Group on financial instruments is disclosed in more detail below.
(c)
New and amended accounting standards and interpretations issued but not yet effective
The following relevant standards and interpretations have been issued by the AASB but are not yet effective for the
period ended 30 June 2019.
- 20 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Reference
Title
Summary
AASB 16
Leases
AASB 16 requires lessees to account for all leases under
a single on- balance sheet model in a similar way to
finance leases under AASB 117 Leases. The Group has
an immaterial lease agreement at 30 June 2019 and
therefore the new standard is not expected to have a
material impact on its financial statements on transition.
Uncertainty over
Income Tax
Treatments
AASB
Interpretation
23, and
relevant
amending
standards
Interpretation clarifies
The
the
recognition and measurement criteria in AASB 112
Income Taxes when there is uncertainty over income tax
treatments.
the application of
Application
date of
standard
Application
date for
Group
1 January
2019
1 July 2019
1 January
2019
1 July 2019
The Company is in the process of determining the impact of the above on its financial statements. The Company has not elected
to early adopt any new Standards or Interpretations.
(d)
Statement of Significant Accounting Policies
(i)
Basis of Consolidation
The consolidated financial statements comprise the financial statements of BARD1 Life Sciences
Limited and its subsidiaries as at 30 June 2019.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
•
•
•
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee)
Exposure, or rights, to variable returns from its involvement with the investee; and
The ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting or similar rights of an investee, the Group
considers all relevant facts and circumstances in assessing whether it has power over an investee,
including:
•
•
•
The contractual arrangement with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group’s voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins
when the Group obtains control over the subsidiary and ceases when the Group loses control of the
subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the
year are included in the statement of comprehensive income from the date the Group gains control until
the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the parent of the Group and to the non-controlling interests, even if this results in the non-
controlling interests having a deficit balance. When necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into line with the Group’s accounting
policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:
- 21 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
•
•
•
•
•
•
•
De-recognises the assets (including goodwill) and liabilities of the subsidiary
De-recognises the carrying amount of any non-controlling interests
De-recognises the cumulative translation differences recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investment retained
Recognises any surplus or deficit in profit or loss
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or
retained earnings, as appropriate, as would be required if the Group had directly disposed of the
related assets or liabilities
Business combinations are accounted for using the acquisition method.
(ii)
Revenue and other income
Interest
Revenue is recognised as the interest accrues (using the effective interest method, which is the rate
that exactly discounts estimated future cash receipts through the expected life of the financial asset) to
the carrying amount of the financial asset.
Government grants
Government grants are recognised where they can be reliably measured, it is certain that the grant
will be received and all attached conditions will be satisfied. When the grant relates to an expense item,
it is recognised as income on a systematic basis over the periods that the related costs for which it
is intended to compensate, are expensed. When the grant relates to an asset, it is offset against the
capitalised amount and recognised as income in equal amounts over the expected useful life of the
related asset (when the asset is depreciated).
(iii)
Income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted at the balance date in the
countries where the Group operates and generates taxable income.
Deferred income tax is provided using the full liability method on temporary differences at the balance
date between the tax bases of the assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• where the deferred income tax arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and
•
in respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures except where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences will
not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry-forward of unused tax
credits and unused tax losses can be utilised except:
• where the deferred income tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor taxable
profit or loss; and
•
in respect of deductible temporary difference associated with investments in subsidiaries,
deferred tax asset are only recognised to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against
which the temporary difference can be utilised.
- 22 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of
the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to
the extent that it has become probable that future taxable profit will allow the deferred tax asset to be
recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the
statement of comprehensive income.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set
off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to
the same taxable entity and the same taxation authority.
(iv)
Goods and services tax
Revenues, expenses and assets (other than receivables) are recognised net of the amount of goods
and services tax (GST), except:
•
•
when the amount of GST incurred is not payable to or recoverable from the Australian Tax
Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition
of the asset or as part of the expense item as applicable.
When receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or
liability in the statement of financial position.
Cash flows are included in the Cash Flow Statement on a gross basis. The GST components of cash
flows arising from investing and financing activities, which are recoverable from, or payable to, the ATO
are classified as operating cash flows
.
(v)
Trade and other receivables
Accounting policy applied pre-1 July 2018
All trade and other receivables are initially recognised at the fair value of the consideration receivable
and are subsequently measured at amortised cost.
Receivables from related parties are recognised and carried at the fair value of the consideration
receivable and are subsequently measured at amortised cost. Interest is taken up as income on an
accrual basis.
An allowance for doubtful debts are made based on an assessment made by directors on the
recoverability of receivables.
Collectability of trade receivables is reviewed on an ongoing basis. Individual debts that are known to
be uncollectible are written off when identified. An impairment provision is recognised when there is
objective evidence that the Consolidated Entity will not be able to collect the receivable. Financial
difficulties of the debtor, default payments or debts more than 60 days overdue are considered objective
evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared
to the present value of estimated future cash flows, discounted at the original effective interest rate.
Accounting policy applied post 1 July 2018
Trade receivable that do not contain a significant financing component or for which the Consolidated
Entity has applied the practical expedient are measured initially at the transaction price determined
under AASB 15. Trade and other receivables that are held to collect contractual cash flows and are
expected to give rise to cash flows representing solely payments of principle and interest are classified
and subsequently measured at amortised cost. Receivables that do not meet the criteria for amortised
cost are measured at fair value through profit or loss. Following initial recognition the amortised cost is
calculated using the effective interest method.
- 23 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
The Group assesses on a forward looking basis the expected credit loss associated with its trade
receivables carried at amortised cost. The expected credit loss is calculated using the simplified
approach which requires the loss allowance to be based on the lifetime expected credit loss. In
determining the expected credit loss the Group assesses the profile of the debtors and compares with
historical recoverability trends, adjusted for factors that are specific to the debtors’ general economic
conditions and an assessment of both the current and forecast conditions as a reporting date.
The Group considers an event of default has occurred when a financial asset is more than 90 days
past due or external sources indicate that the debtor is unlikely to pay its creditors, including the Group.
A financial asset is credit impaired when there is evidence that the counterparty is in significant financial
difficulty or a breach of contract, such as a default or past due event has occurred. The Group writes
off a financial asset when there is information indicating the counterparty is in severe financial difficulty
and there is no realistic prospect of recovery.
(vi)
Investments and other financial assets
Investments and financial assets in the scope of AASB 9 Financial Instruments are categorised as per
2 (c). The classification depends on the purpose for which the investments were acquired.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of
assets not at fair value through profit or loss, directly attributable transaction costs.
(vii)
Leased assets
The determination of whether an arrangement is or contains a lease is based on the substance of the
arrangement at the inception of the lease and requires an assessment of whether the fulfilment of the
arrangement is dependent on the specific asset or assets and the arrangement conveys a right to use
the asset.
Operating Leases
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Payments made under operating leases are expensed in the profit or
loss on a straight-line basis over the term of the lease.
(viii)
Trade and other payables
Liabilities for trade creditors and other amounts are carried at amortised cost and represent liabilities
for goods and services provided to the consolidated entity prior to the end of the financial year that are
unpaid and arise when the consolidated entity becomes obliged to make future payments in respect of
the purchase of these goods and services.
Payables to related parties are carried at the principal amount. Interest, when charged by the lender,
is recognised as an expense on an accruals basis.
(ix)
Foreign currency translation
Both the functional and presentation currency of BARD1 Life Sciences Limited is Australian dollars
(A$).
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
are re-translated at the rate of exchange ruling at the balance date. All exchange differences in the
consolidated financial report are taken to the profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rate as at the date of the original transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was determined.
The results of the Group’s non-A$ reporting subsidiary is translated into A$ (presentation currency).
Income and expenses are translated at the exchange rates at the date of the transactions. Assets
and liabilities are translated at the closing exchange rate for each balance sheet date. Share capital,
reserves and accumulated losses are converted at applicable historical rates.
Exchange variations resulting from the translation are recognised in the foreign currency translation
reserve in equity. On consolidation, exchange differences arising from the translation of monetary
items considered to be part of the net investment in subsidiaries are taken to the foreign currency
translation reserve. If a subsidiary were sold, the proportionate share of the foreign currency
translation reserve would be transferred out of equity and recognised in the statement of
comprehensive income.
- 24 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(x)
Employee benefits
Liabilities arising in respect of wages and salaries, annual leave and any other employee entitlements
expected to be settled within twelve months of the reporting date are measured at their nominal
amounts based on remuneration rates expected to be paid when the liability is settled. All other
employee entitlement liabilities such as long service leave are measured at the present value of the
estimated future cash outflow to be made in respect of services provided by employees up to the
reporting date. In determining the present value of future cash outflows, the interest rates attaching to
high quality corporate bonds that have terms to maturity approximating the terms of the related liability
are used. Contributions made by the Group to employee superannuation funds, which are defined
contribution plans, are charged as an expense when incurred.
(xi)
Provisions
A provision is recognised when a legal or constructive obligation exists as a result of a past event, it is
probable that an outflow of economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
Where the consolidated entity expects some or all of a provision to be reimbursed, for example under
an insurance contract, the reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. The expense relating to any provision is presented in the profit or
loss net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre-tax discount rate that reflects current market assessments of the
time value of money and, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.
(xii)
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand
and short-term deposits with an original maturity of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.
(xiii)
Issued Capital
Issued and paid up capital is recognised at the fair value of the consideration received by the Company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity, net of
tax, as a reduction of the proceeds received.
(xiv)
Earnings Per Share
Basic earnings per share (EPS) is calculated by dividing the net profit attributable to members of the
Company for the reporting period, after excluding any costs of servicing equity (other than dividends on
ordinary shares), by the weighted average number of ordinary shares of the Company, adjusted for any
bonus issue.
Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing
costs associated with dilutive potential ordinary shares and other non-discretionary changes in
revenues and expenses that would result from the dilution of potential ordinary shares, by the weighted
average number of ordinary shares and dilutive potential ordinary shares of the Company adjusted for
any bonus issue.
(xv)
Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually
evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue
and expenses. Management bases its judgements and estimates on historical experience and on other
various factors it believes to be reasonable under the circumstances, the result of which form the basis
of the carrying values of assets and liabilities that are not readily apparent from other sources.
Management has identified the following critical accounting policies for which key estimates and
assumptions that have the most significant impact on the financial statements. Actual results may differ
from these estimates under different assumptions and conditions and may materially affect financial
results or the financial position reported in future periods.
- 25 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Significant judgement
(i)
Research and development expenditure
Determination of whether expenditure during the period satisfies the criteria under the Group’s
accounting policy for recognition as development expenditure is a significant judgement
applied by the Group. During the current period, no expenditure was considered to meet the
criteria to be recognised as a development asset and all expenditure was therefore expensed
as incurred. The total research and development expense incurred for the year was $576,738
(2018: $770,842).
Significant accounting estimates and assumptions
The carrying value of certain assets and liabilities are often determined based on estimates and
assumptions of future events. The key estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of certain assets and liabilities within the next
annual reporting period are outlined below.
(i)
(ii)
Share-based payments
The company measures the cost of equity-settled transactions by reference to the fair value of the
equity instruments at the date at which they were granted. The fair value of the options is determined
using a Black-Scholes model, with all assumptions detailed in note 16. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the carrying
amount of assets and liabilities with the next annual reporting period but may impact expenses and
equity.
Deferred tax assets
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to
utilise those temporary differences and losses. Deferred tax assets, including those arising from
unutilised tax losses, require management to assess the likelihood that the Group will comply with
relevant tax legislation and will generate sufficient taxable profit in future years in order to recognise
and utilise those deferred tax assets. Estimates of future taxable profit are based on forecast cash
flows from operations and existing tax laws in each jurisdiction. These assessments require the use of
estimates and assumptions such as the operating performance over the life of the assets.
At 30 June 2019, the Group has net deferred tax assets of $2,227,410 (2018: $1,703,469) which have
not been recognised. A tax benefit will only be recognised to the extent that it is probable that future
taxable profit will allow the deferred tax asset to be recovered.
(xvi)
Research and Development
Research costs are expensed as incurred development expenditures on an individual project are
recognised as an intangible asset when the Group can demonstrate:
•
The technical feasibility of completing the intangible asset so that the asset will be available for
use or sale
Its intention to complete and its ability and intention to use or sell the asset
•
• How the asset will generate future economic benefits
•
The availability of resources to complete the asset
•
The ability to measure reliably the expenditure during development
Following initial recognition of the development expenditure as an asset, the asset is carried at cost
less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset
begins when development is complete and the asset is available for use. It is amortised over the period
of expected future benefit. Amortisation is recorded in cost of sales. During the period of development,
the asset is tested for impairment annually.
(xvii)
Share-based payments
Share-based payments employees (including directors and executives) and to non-employees in the
form of share-based payment transactions. Employees render services in exchange for shares or
rights over shares (“equity settled transactions”).
The cost of these equity settled transactions with employees are measured by reference to the fair
value at the date at which they are granted. The cost of equity settled transactions with non-employees
are measured at the fair value of goods or services received or the fair value of the equity instruments
issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are
recorded at the date the goods or services are received. The fair value of both employee and non-
employee equity settled transactions is determined using a Black Scholes model.
- 26 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
The cost of employee equity-settled transactions is recognised, together with a corresponding increase
in equity, over the period in which the performance conditions are fulfilled, ending on the date on which
the relevant employees become fully entitled to the award (‘vesting date’).
(xviii) Current versus non-current classification
Expected to be realised or intended to be sold or consumed in the normal operating cycle
The Group presents assets and liabilities in the statement of financial position based on current/non-
current classification. An asset is current when it is:
•
•
• Expected to be realised within twelve months after the reporting period; or
•
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting period
Held primarily for the purpose of trading
All other assets are classified as non-current.
A liability is current when:
•
•
•
•
It is expected to be settled in the normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period; or
There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period
The Group classifies all other liabilities as non-current.
(xix)
Comparatives
Certain comparatives have been re-classified to conform with current year presentation.
3. OTHER INCOME AND EXPENSES
Other income
Interest received
Other income
Consolidated Group
For the year
ended 30 June
2019
$
For the year
ended 30 June
2018
$
8,731
50,188
58,919
7,210
55,208
62,418
2018 Research and development incentive received *
520,798
210,785
*The research and development incentive tax credit is recognised when there is reasonable assurance of receipt. The
incentive for the 2019 financial year has not been accrued as the Company is in the process of finalising the claim
amount and the application has not been lodged.
Expenses
Research and development expenses
Patent expenses
Employee benefits
Consulting and legal fees
Rental expenses
Share registry fees
576,738
137,023
791,549
317,767
14,102
56,310
770,842
180,854
768,598
167,128
20,449
80,188
Other administration expenses
355,710
107,966
- 27 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
4.
INCOME TAX
Consolidated Group
30 June
2019
$
30 June
2018
$
(a) Major components of income tax expense for the periods presented are:
Statement of comprehensive income
Current income tax charge
Deferred income tax
Income tax expense reported in the Statement of Comprehensive Income
-
-
-
-
-
-
(b) A reconciliation of income tax expense applicable to accounting loss before income tax at the statutory income tax
rate to income tax expense at the Group's effective income tax rate for the periods ended 30 June 2019 and 30 June
2018 is as follows:
Accounting loss before tax
At statutory income tax rate of 27.5% (2018: 27.5%)
Adjustment for difference in tax rates
Adjustments due to permanent and timing differences
Deferred tax assets not brought to account
(1,717,273)
(1,817,301)
(472,250)
303
(51,670)
523,596
(499,758)
670
(42,125)
541,212
Income tax expense reported in the Statement of Comprehensive Income
-
-
Tax Losses
Unused tax losses for which no tax loss has been booked as a deferred tax
asset
Potential benefit at relevant income tax rate
8,158,169
2,227,410
6,253,079
1,703,469
Deferred tax assets have not been brought to account at 30 June 2019 because the directors do not believe it is
appropriate to regard realisation of the future tax benefit as probable. These benefits will only be obtained if:
(i)
(ii)
(iii)
the Consolidated Entity derives future assessable income of a nature and of an amount sufficient to enable
the benefit from the deduction for the loss to be realised;
the Consolidated Entity complies with the conditions for the deductibility imposed by law including the
continuity of ownership and/or business tests; and
no changes in tax legislation adversely affect the Consolidated Entity in realising the benefit from the
deduction for the loss.
5.
TRADE AND OTHER RECEIVABLES
Current
Other receivables
Other receivable relates mainly to GST receivable.
There are no receivables that are past the payment terms, and all receivables
are current. The fair value is approximately the same as the carrying value.
61,278
61,278
3,465
3,465
- 28 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
6.
INVESTMENTS CLASSIFIED AS HELD FOR TRADING
a)
Shares in listed entities classified as held for trading
(b)
Reconciliation
Reconciliation of the carrying amount of the held for trading financial assets
at the beginning and end of the current financial year
Balance at beginning of the year
Disposal of shares*
Movement in fair value
Balance at the end of the year
Consolidated Group
30 June
2019
30 June
2018
$
-
-
32
32
32
-
(32)
-
16,659
(16,627)
-
32
Investments with a carrying value of $16,627 were sold during the year ended 30 June 2018.
Investments classified as held for trading consist of investments in ordinary shares. The fair value has been determined by
Level 1 in accordance with the fair value hierarchy under AASB 13 Fair Value Measurement.
7.
TRADE AND OTHER PAYABLES
Trade and other payables
Trade and other payables are generally unsecured, interest free
and on 30 day terms.
8.
PROVISIONS
a) Current
Annual Leave
b) Non-current
Long Service Leave
9.
CONTRIBUTED EQUITY
(a)
Issued and paid up capital
427,709
427,709
238,212
238,212
35,488
62,394
28,658
22,044
Ordinary shares (net of issue costs)
16,980,108
9,298,385
30 June 2019
$
30 June 2018
$
For the year ended
30 June 2019
For the year ended
30 June 2018
Number of
shares
$
Number of
shares
$
At the beginning of the period
828,662,397
9,298,385
552,829,919
6,645,495
Issue of shares
Less: Transaction costs
At the end of the period
414,232,775
-
8,285,747
(604,024)
275,832,478
-
2,813,326
(160,436)
1,242,895,172
16,980,108
828,662,397
9,298,385
At 30 June 2019, the Company also had on issue 217,003,236 (2017: 217,003,236) performance shares.
- 29 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(b)
Terms and conditions of contributed equity
Ordinary shares
Ordinary shares have the right to receive dividends as declared, and, in the event of the winding up of the Company, to
participate in the proceeds from the sale of surplus assets in proportion to the number of and amounts paid up on shares held.
Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company
Performance Shares
Performance shares have no right to receive dividends. Each Performance Share will convert into one Share upon the
announcement by the ASX of the following prior to the Expiry Date:
•
the clinical trial of the blood test developed by BARD1AG S.A. for the detection of lung cancer (BBLC Test) has been
completed;
the clinical trial involved at least 2,000 participants, and returned a detection rate greater than 80%, and false positive
results of less than 20%; and
the results of the clinical trial provide statistically significant evidence that the BBLC Test provides an outcome equal or
superior to the current "gold standard" CT Scan, which has a detection rate of less than 80%, and returns false positive
results of more than 20%.
•
•
("Milestone")
Performance Shares expire on 17 June 2021, being 5 years from the date of issue and are escrowed for 2 years from the date
the Company received re-admission to the Official List of ASX. As announced on 20 June 2018, these shares were released
from Escrow.
If the Milestone is not met by 5.00pm on the Expiry Date the Company will, as soon as reasonably practical and in any event
no later than 90 days after the Expiry Date, convert the total number of Performance Shares on issue into one ordinary share
per performance share.
Performance Shares are not transferrable.
Performance Shareholders shall have no right to vote, subject to the Corporations Act or any right to participate in new issues
of Capital offered to holders of ordinary shares.
The Performance Shares are unquoted. No application for quotation of the Performance Shares will be made by the
Company. All Performance Shares on issue are unvested at 30 June 2019.
(c) Capital management
When managing capital, defined as equity, management’s objective is to ensure that the entity continues as a going
concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders.
- 30 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
10.
RESERVES
Distribution reserve*
Foreign currency translation reserve
Share based payment reserve
Foreign Currency Translation Reserve **
Balance at beginning of year
Foreign currency translation
Balance at the end of the year
Available for Sale Reserve ***
Balance at beginning of year
Fair Value loss on available for sale financial assets
Impairment loss reclassified to profit and loss
Balance at the end of the year
Share Based Payment Reserve****
Balance at beginning of year
Fair value of options granted
Balance at end of year
Consolidated Group
30 June 2019
$
30 June 2018
$
(309,421)
(56,018)
94,636
(270,803)
(42,719)
(13,299)
(56,018)
-
-
-
-
41,595
53,041
94,636
(309,421)
(42,719)
41,595
(310,545)
(38,085)
(4,634)
(42,719)
-
(28,230)
28,230
-
-
41,595
41,595
*
**
The distribution reserve is used to record the accounting to BARD1AG SA shareholders as part of the transaction
to acquire BARD1 Life Sciences Limited.
The foreign currency translation reserve is used to record the translation of the results of non-A$ subsidiaries from
their functional currency to the Group’s presentation currency.
*** The available for sale reserve was used to record the movements in the fair value of available for sale investments
prior to 1 July 2018
**** The share based payment reserve is used to record the fair value of equity instruments issued to employees,
directors and contractors.
11.
ACCUMULATED LOSSES
Balance at the beginning of the year
Net loss attributable to members
Consolidated Group
For the year
ended 30
June 2019
$
(7,857,353)
(1,717,273)
For the year
ended 30
June 2018
$
(6,040,052)
(1,817,301)
(9,574,626)
(7,857,353)
- 31 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
12.
CASH AND CASH EQUIVALENTS
Consolidated Group
Cash and cash equivalents comprise cash at bank.
Reconciliation of net loss after tax to net cash used
in operations
Net loss after income tax
Profit on sale of investments held for sale
Share based payments expense
Fair value adjustment on investments classified as
held for trading
Impairment of available for sale financial assets
Foreign exchange movement
Changes in Assets & Liabilities:
(Increase)/decrease in receivables
Increase/(decrease) in payables
Increase/(decrease) in provisions
Increase/(decrease) in prepayments
For the year
ended 30
June 2019
For the year
ended 30
June 2018
$
$
(1,717,273)
-
53,041
32
-
(5,282)
(57,813)
181,479
(20,292)
(4,611)
(1,817,301)
(91,483)
41,595
127
28,230
16,010
28,491
(205,378)
38,425
(3,983)
Net cash used in operating activities
(1,570,719)
(1,965,267)
13.
SEGMENT INFORMATION
For management purposes, the Group is organised into one main operating segment, being the research and
development of diagnostics for detection of various cancers. The chief operating decision makers of the Group are
the Chief Executive Officer and Chief Scientific Officer.
All the Group’s activities are interconnected and all significant operating decisions are based on analysis of the Group
as one segment. The financial results of the segment are the equivalent of the financial statements as a whole. At 30
June 2019, all revenues and material assets are considered to be derived and held in one geographical area being
Australia.
14.
LOSS PER SHARE
Basic loss per share amounts are calculated by dividing net loss for the period attributable to ordinary equity holders
of the parent by the weighted average number of ordinary shares outstanding during the period adjusted by any bonus
issue.
Diluted loss per share amounts are calculated by dividing the net loss attributable to ordinary equity holders of the parent
adjusted for the weighted average number of ordinary shares and dilutive potential ordinary shares of the Company
adjusted by any bonus issue.
The following reflects the income and share data used in the basic and diluted earnings per share computations
Consolidated Group
For the year
ended 30 June
2019
$
For the year
ended 30 June
2018
$
Net Loss used in calculating basic and diluted EPS
(1,717,273)
(1,817,301)
Weighted average number of ordinary shares for basic loss per share
Effect of dilution*:
Share options
1,265,911,807
708,638,392
-
-
Weighted average number of ordinary shares adjusted for the effect of dilution
Basic and diluted loss per share (cents per share) for the year attributable to members
of BARD1 Life Sciences Limited **
1,012,472,973
695,754,026
(0.14)
(0.26)
- 32 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
* At 30 June 2019, the Company had on issue 217,003,236 (2018: 217,003,236) performance shares, and 2,000,000 options (2018: 2,000,000) and 5,000,000 unissued options (2018: 5,000,000),
that could potentially dilute basic earnings per share in the future, but are excluded from the calculation of diluted loss per share for the current period, because they were anti-dilutive as their
inclusion reduced the loss per share.
** The loss per share calculations for all periods have been adjusted by a factor of 1.019 to reflect the bonus element of the capital raising completed subsequent to year end.
15. DIRECTORS & KEY MANAGEMENT PERSONNEL
(a) Compensation by Category: Key Management Personnel
Short-term employee benefits
Post-employment benefits
Share based payments
Other long term benefits
Consolidated Group
For the year ended
30 June 2019
$
610,686
26,801
53,041
8,750
699,278
For the year
ended 30 June
2018
$
605,113
31,590
15,564
8,750
661,017
Key management personnel are those directly accountable and responsible for the operational management and strategic
direction of the Company and the consolidated entity. The Key Management Personnel during the year were:
• Peter Gunzburg (appointed 24 September 2001)
• Brett Montgomery (appointed 15 August 1989, resigned 17 June 2019)
• Dr Irmgard Irminger Finger (appointed 16 June 2016)
• Professor Geoff Laurent (appointed 16 June 2016, deceased 12 August 2018)
• Dr Leearne Hinch (appointed 7 November 2016)
• Max Johnston (appointed 17 June 2019)
• Philip Powell (appointed 17 June 2019)
There are no changes of the key management personnel after the reporting date and before the date the financial report was
authorised for issue.
(b) Options granted to Key Management Personnel
There were no options granted to Key Management Personnel during the year (2018: Nil).
(c) Loans to/ amounts owed to Key Management Personnel
There were no loans to KMP or amounts owed to KMP’s at 30 June 2019 (2019: nil).
16. SHARE BASED PAYMENTS
For the year
ended 30
June 2019
$
For the year
ended 30
June 2018
$
(a) Recognised share based payment transactions
Share based payment transactions recognised as operating expenses in the statement of comprehensive income during the
financial years were as follows:
Options expense for option to be issued*
Option expense for consultant **
53,041
-
53,041
32,995
8,600
41,595
- 33 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
* This relates to 5,000,000 options to be issued, subject to shareholder approval to Dr. Leanne Hinch vested upon completion
of probationary period and still to be issued, and are exercisable on or before the date that is four years after their issue at an
exercise price yet to be agreed.
** This relates to 2,000,000 options issued to Dr. Samuel Janes upon his appointment to the Company’s Corporate advisory
board on 11 July 2017. The options were fully vested and are exercisable on or before the date that is four year after the
issue date at an exercise price of $0.0128.
The assessed fair value of the options were determined using a Black Scholes model, taking into account the exercise price,
term of option, the share price at grant date, the expected price volatility of the underlying share and the risk-free interest rate
for the term of the option. The following assumptions were used in the estimation:
Number of options
Risk free interest rate
Company share price
Expected volatility
Option exercise price
Option duration
2019
5,000,000
1.03%
$0.029
100%
$0.05
4 years
Options – Dr. Hinch
2018
5,000,000
2.33%
$0.014
100%
$0.05
4 years
17.
AUDITORS’ REMUNERATION
Amounts received or due and receivable by Ernst & Young Australia for:
- an audit or review of the financial report of the entity and any other
entity in the consolidated entity
18.
RELATED PARTY DISCLOSURES
Other related party transactions
(a) Wholly Owned Group Transactions
Options – Dr Janes
2018
2,000,000
2.07%
$0.007
100%
$0.0128
1 year
For the year
ended 30
June 2019
$
For the year
ended 30
June 2018
$
45,758
40,180
Details of interests in controlled entities are set out in Note 19. Details of dealings are set out below.
(b) Ultimate Parent Company
BARD1 Life Sciences Limited is the ultimate legal Australian holding Company.
(c) Transactions with Other Related Parties
The Company does not have any transactions with other related parties.
19. CONTROLLED ENTITIES
Consolidated entities of BARD1 Life
Sciences Limited
Country of
Incorporation
Equity Interest held %
BARD1AG SA
Switzerland
30 June
2019
100
30 June
2018
100
20.
EVENTS SUBSEQUENT TO BALANCE DATE
On 12 July 2019, the Company issued 124,289,854 shares pursuant to the entitlement offer announced on 18 June 2019
to shareholders who participated in the entitlement offer and to investors who participated in the shortfall offer. The
Company raised a total of $2.5 million (before costs) from the entitlement offer.
At the date of this report, other than that outlined above, there have been no matters or circumstances that have arisen
since the end of the period which significantly, or may significantly effect:
•
•
•
The consolidated entity’s operations in future years;
The results of those operations in future years; or
The consolidated entity’s state of affairs in future years.
- 34 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
21.
PARENT ENTITY
Information relating to Bard1 Life Sciences Limited
Current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Issued capital
Accumulated losses
Reserves
Total shareholders’ equity
Loss of the parent entity
Total comprehensive loss of the parent entity
For the year
ended 30 June
2019
$
7,620,885
For the year
ended 30 June
2018
$
1,434,524
7,620,885
293,386
-
293,386
79,079,673
(71,892,485)
140,312
7,327,500
(1,679,071)
(1,679,071)
1,442,004
137,503
-
137,503
71,397,949
(70,180,719)
87,271
1,304,501
(1,790,499)
(1,790,499)
Refer to note 23 for disclosure of any contingent asset and liabilities of the parent entity.
22.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
(a)
Financial Risk Management Objectives & Policies
The Group's principal financial instruments comprise cash, equity instruments.
The main purpose of these financial instruments is to raise finance for the Group operations. The Group has various other
financial assets and liabilities such as receivables and payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are interest rate risk, credit risk, equity price risk, foreign
currency risk and liquidity risk. The Group uses different methods to measure and manage different types of risks to which
it is exposed. These include monitoring levels of exposure to interest rate, foreign exchange risk and assessments of
market forecasts for interest rate, foreign exchange and commodity prices. Ageing analysis and monitoring of receivables
are undertaken to manage credit risk, liquidity risk is monitored through the development of future rolling cash flow
forecasts.
The Chairman is responsible for managing the risks associated with the Group’s financial investments and reporting to the
board of directors. The board reviews and agrees policies for managing each of these risks as summarised below:
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed in Note 2 to the financial statements.
(b)
Interest Rate Risk - Consolidated
The consolidated entity’s exposure to interest rate risks and the effective interest rates of financial assets (excluding
investments in controlled entities and associates) and financial liabilities are as follows:
Financial
Instrument
(i) Financial
Assets
Cash and cash
equivalents
Receivables
Total financial
assets
(ii) Financial
Liabilities
Trade and other
payables
Total financial
liabilities
Floating Interest
Rate
30 June
2019
$
30 June
2018
$
Non-Interest
Bearing
30 June
2019
$
30 June
2018
$
Fixed Interest
Rate
30 June
2019
$
30 June
2018
$
Total
30 June
2019
$
30 June
2018
$
7,556,661
-
1,445,657
-
-
61,278
-
3,465
7,556,661
1,445,657
61,278
3,465
-
-
-
-
427,709
238,212
427,709
238,212
-
-
-
-
-
-
-
-
-
7,556,661
61,278
1,445,657
3,465
7,617,939
1,449,122
427,709
238,212
427,709
238,212
- 35 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
c)
(d)
(e)
(f)
(g)
A reasonably possible change in interest rates would not have a material impact on the financial position or performance
of the consolidated entity.
Fair values
The carrying amount of financial assets and financial liabilities recorded in the financial statements at amortised cost
materially approximates their respective fair values.
Credit Risk Exposures
The consolidated entity’s maximum exposure to credit risk at balance date in relation to each class of recognised
financial assets is the carrying amount, net of any allowance for doubtful debts, of those assets as indicated in the
statement of financial position.
Concentration of Credit Risk
The consolidated entity is not materially exposed to any individual overseas country or individual customer.
The company’s cash at banks are with reputable financial institutes with AA and above credit ratings. The majority of the
cash balance at year end is held with one reputable bank in Australia and therefore the expected credit loss on the bank
balances is negligible.
Liquidity Risk
Liquidity risk arises from the financial liabilities of the consolidated entity and the subsequent ability to meet the
obligations to repay the financial liabilities as and when they fall due. The consolidated entity’s objective is to maintain
consistency of funding via the raising of equity or short term loans as and when required. The contractual maturity
analysis of trade payables is set out in note 9. All liabilities are contractually due and payable in the next six months.
Market Price Risk on Held for Trading and Available for Sale Investments
The consolidated entity’s listed equity investments are susceptible to market price risk arising from uncertainties about
future values of the investment securities. The consolidated entity manages the equity price risk through diversification
of equity investments. The amount of investments recorded in the financial statements represents their respective net
fair values, determined in accordance with the accounting policies disclosed in Note 2.
A reasonably possible change in the market value of investments would not have a material impact on the financial
position or performance of the group.
Foreign currency risk
The functional currency of the parent entity is Australian dollars, however the 100% owned subsidiary, BARD1AG
operates in Switzerland, which exposes the Group to foreign exchange risk arising from fluctuations of the Australian
dollar against the Swiss Franc.
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in
a currency that is not the entity’s functional currency and net investments in foreign operations. The exposure to risks is
measured using sensitivity analysis and cash flow forecasting.
The Group has not formalised a foreign currency risk management policy however, it monitors its foreign currency
expenditure in light of exchange rate movements. The Group does not have any further material foreign currency
dealings other than the noted currencies.
The Group’s exposure to foreign currency risk at the reporting date, expressed in Australian Dollars as follows:
Financial assets
Cash and cash equivalents
Total financial assets
Financial liabilities
Trade and other payables
Total financial liabilities
For the year
ended 30 June
2019
$
For the year
ended 30 June
2018
$
5,123
5,123
11,133
11,133
198,468
198,468
185,147
185,147
The following conversion rates were used at the end of the financial year:
AUD/CHF: 1.404 (2018: 1.3639)
For all periods presented, the Group did not enter into or hold any foreign exchange derivatives.
- 36 -
BARD1 LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
23.
CONTINGENT ASSET AND LIABILITIES
Saulyak Royalty Payment
The Company has guaranteed the payment of a royalty by Saulyak Limited Liability Company based on gold output
from the Saulyak Gold Project which was disposed of by the Company on 10 July 2007. The royalty is up to 2% net
smelter royalty per ounce of gold produced from the Saulyak Gold Project payable only in respect of ounces of gold
produced over 750,000 ounces in total. Gold production from the Saulyak Gold Project has not yet commenced
with the current owners of the project yet to secure a mining licence. At the time of the sale of the project by the
Company total reserves identified at the project were not in excess of 750,000 ounces.
- 37 -
BARD1 LIFE SCIENCES LIMITED
DIRECTORS’ DECLARATION
The Directors’ of the Company declare that:
1)
In the opinion of the directors:
the financial statements, notes and additional disclosures included in the directors’ report designated as audited, of
the consolidated entity are in accordance with the Corporations Act 2001, including:
(a) complying with Accounting Standards and the Corporations Regulations 2001; and
(b) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2019 and of its
performance for the year ended on that date;
The financial report also complies with International Financial Reporting Standards.
In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they become due and payable.
This declaration has been made after receiving the declarations required to be made to the Directors’ in accordance
with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2019.
2)
3)
4)
This declaration is made in accordance with a resolution of the Board of Directors signed on 15 August 2019.
Peter Gunzburg
Chairman
16 August 2019
38
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Independent Auditor's Report to the Members of BARD1 Life Sciences
Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of BARD1 Life Sciences Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated statement of financial position as at 30 June
2019, the consolidated statement of comprehensive income, consolidated statement of changes in equity
and consolidated statement of cash flows for the year then ended, notes to the financial statements,
including a summary of significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a)
giving a true and fair view of the consolidated financial position of the Group as at 30 June 2019
and of its consolidated financial performance for the year ended on that date; and
b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting
Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the
Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial report of the current year. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate
opinion on these matters. For the matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the financial report. The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying
financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
MH:DA:BARD1:007
Going concern assessment
Why significant
How our audit addressed the key audit matter
The Group’s financial report is prepared on a
going concern basis. The Director’s assessment
in respect of going concern is set out in note 2(a)
to the financial report.
As the Group is still operating in the research
stage, the availability of sufficient funding for it
to meet its obligations is considered to be
integral to the going concern assessment.
Accordingly, this was considered to be a key
audit matter.
This assessment is largely based on the
expectations of and the estimates made by the
Group. The expectations and estimates can be
influenced by subjective elements such as
estimated future cash flows from capital raising.
Estimates are based on assumptions, including
expectations regarding future developments in
the economy and the market.
Our audit procedures included the following:
Analysed the Group’s cash flow forecast and
enquired with the Group to gain an
understanding of the inputs and process
underpinning the cash flow forecast prepared
for the purpose of the going concern
assessment.
Assessed whether the cash flow forecast
accurately reflected the budget that was
approved by the Directors.
Assessed the external inputs and assumptions
within the cash flow forecast by comparing them
to assumptions and estimates used elsewhere in
the preparation of the financial report. We also
compared them against our understanding and
knowledge of the Group’s operations.
Assessed the sensitivity analysis that the Group
performed on the cash flow forecast.
Assessed the possible mitigating actions
identified by the Group in the event that actual
cash flows are below forecast.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Group’s 2019 Annual Report but does not include the financial report and our auditor’s
report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report and
our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
MH:DA:BARD1:007
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group to cease to continue as
a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
MH:DA:BARD1:007
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on the Audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June
2019.
In our opinion, the Remuneration Report of BARD1 Life Sciences Limited for the year ended 30 June
2019, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
Ernst & Young
V L Hoang
Partner
Perth
16 August 2019
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
MH:DA:BARD1:007
BARD1 LIFE SCIENCES LIMITED
CORPORATE GOVERNANCE STATEMENT
OVERVIEW
The Board of BARD1 is responsible for the corporate governance of the Group and guides and monitors the business on
behalf of its shareholders. The Board has strived to reach a balance between industry best practice and appropriate policies
for BARD1 in terms of its size, stage of development and role in the biotechnology industry. BARD1 performed a review of its
Board policies and governance practices with reference to the eight Principles of Good Corporate Governance (Principles)
and the Best Practice Recommendations (Recommendations) established by the ASX Corporate Governance Council. The
Recommendations are not mandatory and cannot, in themselves, prevent corporate failure or poor corporate decision-making.
They are intended to provide a reference point for companies regarding their corporate governance structures and practices.
The Directors have considered each of the core Principles and Recommendations applicable for the year ended 30 June 2019.
There are instances where the Group would not benefit from compliance with the Recommendations, and in some instances
the Group has not had the resources to comply. The Recommendations that were not adopted are discussed in the Corporate
Governance Statement located on the Company’s website.
BARD1’s Corporate Governance Statement, which summarises the Group’s corporate governance practices and incorporates
the Company’s website at
the disclosures
www.bard1.com/investors/corporate-governance/
the ASX Principles,
required by
viewed on
can be
43
BARD1 LIFE SCIENCES LIMITED
SHAREHOLDERS’ INFORMATION
Additional information as required by the Australian Securities Exchange and not shown elsewhere in this Report is as
follows. The information is current as at 15 August 2019.
The distribution of ordinary fully paid shares in the Company is as follows:
Range of Units as of 15/08/2019
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Rounding
Total
Unmarketable Parcels
Total holders
115
130
112
1,327
1,114
2,798
Units
32,819
369,185
953,511
63,018,809
1,302,810,702
1,367,185,026
% Units
0.00
0.03
0.07
4.61
95.29
0.00
100.00
Minimum $ 500.00 parcel at $ 0.0290 per unit
17,242
Minimum Parcel Size
Holders
536
Units
3,846,232
Number of Securities on Issue
The following equity securities were on issue as at 15 August 2019
•
1,367,185,026 fully paid ordinary shares
Top 20 Shareholders as of 15/08/2019
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
15
17
18
19
20
IRMGARD IRMINGER-FINGER
THE TRUST COMPANY AUSTRALIA LIMITED
MR JEFFREY GERARD EMMANUEL
MOGGS CREEK PTY LTD
TONY WALKER
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
SUPERGUN PTY LTD
MR PETER WILLIAM ROGERS + MS ALIDA JOHANNA
CLARK
WORLDWISE ENTERPRISES PTY LTD
BNP PARIBAS NOMINEES PTY LTD
UNIVERSITE DE GENEVE
MRS LYNNE MAREE WILKS
MR JOHN ANDREW RODGERS
MR STEPHEN FRANCIS GRAY
AJAVA HOLDINGS PTY LTD
MR CHRISTOPHER DARVENIZA
PROF GEOFFREY JOHN LAURENT
BEIRNE TRADING PTY LTD
FCCF HOLDINGS PTY LTD
RAMORNIE CAPITAL LTD
Units
112,652,737
103,444,233
95,587,553
81,000,000
30,867,552
26,106,847
23,294,046
20,000,000
16,088,160
14,378,614
12,500,000
11,620,000
11,352,788
10,395,000
10,000,000
10,000,000
9,999,600
8,146,311
7,610,135
7,500,000
% Units
8.24
7.57
6.99
5.92
2.26
1.91
1.70
1.46
1.18
1.05
0.91
0.85
0.83
0.76
0.73
0.73
0.73
0.60
0.56
0.55
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
622,543,576
45.53
The portion of shares held by the 20 largest shareholders in the Company is 45.53%.
44
BARD1 LIFE SCIENCES LIMITED
SHAREHOLDERS’ INFORMATION
Voting Rights
In accordance with the Company’s Constitution, voting rights of ordinary shares are on a show of hands whereby each
member present in person (or representing a corporation who is a member) shall have one vote and upon a poll, each share
will have one vote.
Restricted Securities
As at the date of this report there are no restricted securities on issue.
Substantial Holders as at 15/08/2019
The substantial shareholders pursuant to the provisions of the Corporations Act and listed in the Company’s register is as
follows:
Rank
Name
1
2
3
4
IRMGARD IRMINGER-FINGER
MR JEFFREY GERARD EMMANUEL
MERCHANT FUNDS MANAGEMENT (ACN 154 493 277)
MOGGS CREEK PTY LTD
Units
112,652,737
105,179,166
103,444,233
81,000,000
% Units
8.24
7.69
7.57
5.92
45