31 DALGLEISH STREET,
THEBARTON, SA
AUSTRALIA, 5031
WWW.BIONOMICS.COM.AU
ABN 53 075 582 740
2015
BIONOMICS
ANNUAL
REPORT
CONTENTS
PAGE
2
PAGE
3
HIGHLIGHTS
PAGE
13
CHAIRMAN’S
LETTER
PAGE
14
PAGE
16
PAGE
4
CEO AND
MANAGING
DIRECTOR’S
REPORT
PAGE
1
VISION
PAGE
9
PIPELINE
PAGE
18
INTELLECTUAL
PROPERTY
PORTFOLIO
BOARD
OF DIRECTORS
MANAGEMENT
DIRECTOR’S
REPORT
PAGE
34
ANNUAL
FINANCIAL
STATEMENTS
PAGE
81
PAGE
83
PAGE
85
INDEPENDENT
AUDIT REPORT
SHAREHOLDER
INFORMATION
COMPANY
PARTICULARS
BIONOMICS IS DISCOVERING
AND DEVELOPING
INNOVATIVE THERAPEUTICS
FOR SERIOUS MEDICAL
CONDITIONS, WORKING
WITH PARTNERS TO ACHIEVE
SIGNIFICANT OUTCOMES
FOR PATIENTS, SHAREHOLDERS
AND EMPLOYEES
Bionomics is a leader in the discovery and development of innovative
biopharmaceuticals with operations in Australia, Europe and US.
The Company undertakes discovery, development and strategic partnering
of first in class and best in class drugs to treat patients with serious medical
conditions including cancer and central nervous system disorders.
Bionomics utilizes key global, strategic partnerships for the
commercialisation of its drugs.
HIGHLIGHTS
2
BNC210: A NEXT GENERATION TREATMENT
FOR ANXIETY AND DEPRESSION
PHASE 2 BNC210 TRIAL COMMENCED IN PATIENTS
WITH GENERALISED ANXIETY DISORDER
n Double-blinded, placebo controlled trial
evaluating changes in emotional control and
defensive and risk-taking behaviours
n Data anticipated in Q3, 2016
PHASE 1 MULTIPLE ASCENDING DOSE TRIAL
REPORTED POSITIVE RESULTS
n All primary and secondary endpoints met
n BNC210 reduced the effect of nicotine
consistent with its mechanism of action
n Supports further development of BNC210 in
other types of anxiety and in depression
US$10 MILLION SILICON VALLEY BANK FUNDING
SECURED FOR BNC210 DEVELOPMENT
n Enabled rapid transition to Phase 2
BNC101: LRG5 INHIBITOR TARGETING
CANCER STEM CELLS IN SOLID TUMOURS
n Completion of GMP manufacture and
IND-enabling studies
n Successfully passed IND review
n Two posters were presented at American
Association for Cancer Research (AACR)
105th Annual Meeting in Philadelphia
further supporting biomarker-driven clinical
development of BNC101 in pancreatic cancer
and colorectal cancer.
n BNC101 data presented at the 26th EORTC-
NCI-AACR Symposium on Molecular Targets
and Cancer Therapeutics in Barcelona showed
preclinical activity of BNC101 in primary lung
cancer and triple negative breast cancer
models.
BIONOMICS WAS PROMINENT IN PRESENTING
AT A NUMBER OF LEADING INTERNATIONAL
CANCER CONFERENCES
n BNC105 Phase 2 renal cancer biomarker data
presented at the European Society for Medical
Oncology Congress in Spain
n Cumulative biomarker data across all
BNC105 clinical trials presented at AACR
n Data presented at AACR demonstrated that
BNC420, a novel small molecule inhibitor of
VEGFR3, significantly outperforms sunitinib
in inhibiting tumour metastasis in a mouse
model of melanoma
MERCK PARTNERSHIPS
SECOND BIONOMICS MERCK-SYMPOSIUM
NOVEMBER 2014
n International and Australian developments in
pain and migraine research
n Third Bionomics-Merck Symposium to be held
on 16 November 2015 “Addressing Alzheimer’s
Disease and Cognition” with keynote speaker
Dr Darryle Schoepp, VP & Therapeutic Area
Head, Neuroscience, Merck & Co
PRESTWICK ACQUISITION
n Premium provider of
medicinal chemistry services
and smart screening
libraries with “bluechip”
customers
n Strengthened our MultiCore
technology platform to
rapidly identify novel drug
candidates
3
CHAIRMAN’S REPORT
DEAR SHAREHOLDERS
As a mature biotechnology company
Bionomics understands its strengths
in drug discovery and development.
Our mission is to generate novel, best in class drug candidates which fill the
needs of patients with Central Nervous System (CNS) disorders and patients
with cancer.
2015 has seen Bionomics take up the continued
development of BNC210, moving this drug candidate
for the treatment of anxiety and depression into
two clinical trials including a Phase 2 clinical trial
in patients with Generalized Anxiety Disorder.
US$10 million in non-dilutive funding from Silicon
Valley Bank has supported this continuing clinical
program. Your Company has also prepared BNC101,
the first of our drug candidates targeting cancer
stem cells, for a clinical trial which is anticipated
to commence later this year. This development is
particularly pleasing as it represents progress in an
important asset from our 2012 acquisition of Biogen
spin-out Eclipse Therapeutics, Inc.
Bionomics has continued to focus on its two
major partnerships with Merck & Co on programs
targeting new treatments for pain and conditions
such as ADHD, Alzheimer’s Disease, Schizophrenia
and Parkinson’s Disease. The combined value of
these deals represents potentially US$678 million
in upfront payments, option fees and milestone
payments in addition to potential future royalty
payments for successfully developed products.
These agreements represent clear validation
of the Company’s ionX and MultiCore platform
technologies. We are delighted that our Annual
Symposium with Merck continues to go from
strength to strength, attracting cutting edge
presentations from world renowned international
and Australian researchers and clinicians from both
academia and industry, with a rapidly growing global
attendance.
In October 2014 Bionomics acquired the assets of
Prestwick Chemical, a company which has played
a critical role in the development of our cognition
and pain programs. The acquisition of Prestwick
has enabled us to expand our MultiCore chemistry
technology and strengthen our footprint in a key
strategic market.
Bionomics is in a strong cash position to develop and
build its portfolio of promising drug candidates and
to establish agreements that will drive recurrent
revenue into the future. We remain focused on
leveraging our proprietary platform technologies
to develop and commercialise novel, best-in-
class drugs for the treatment of CNS disorders
and cancer. We continue to evaluate strategic
partnerships and collaborations to maximize value,
with three programs in our pipeline, including
BNC105, targeted for partnership.
We are fortunate to have one of the most
experienced and dedicated teams in the sector.
In line with our expanded global operations, our
strategic partnerships and our clinical stage
development programs Bionomics has been
delighted to welcome Dr Jens Mikkelsen as our Chief
Scientific Officer, Mr Jack Moschakis as our Legal
Counsel & Company Secretary and Mr Tony Colasin
as our Chief Business Officer to the Bionomics team.
Each brings considerable global experience to their
respective roles and strengthens the team for the
next phase of the Company’s growth. Mr Colasin
is based at our US research facility in San Diego,
whilst Dr Mikkelsen, who has moved from Denmark
to take up his appointment, and Mr Moschakis are
both based in Adelaide, South Australia.
I am excited by Bionomics’ future and I acknowledge
the support of all shareholders which has been
so important for the Company. Thank you. Finally
I’d like to thank my fellow Directors, our CEO &
Managing Director Deborah Rathjen and the entire
Bionomics team for their efforts during 2015.
GRAEME KAUFMAN
CHAIRMAN
CEO & MANAGING DIRECTOR’S REPORT
4
DEAR SHAREHOLDERS
Bionomics is dedicated to discovering and developing better treatments for disorders of the Central Nervous
System (CNS) and for the treatment of cancer. We are a global, clinical-stage biopharmaceutical company
with a deep pipeline of best in class, novel drug candidates discovered using our proprietary technology
platforms – ionX, MultiCore and CSCRx.
CSCRx
Identifies drug candidates
that inhibit the growth
of cancer stem cells.
Enables dissection and
validation of target biology.
Proprietary in vitro assays
combined with in vivo assays.
ionX
Identifies drug candidates targeting
bith ligand gated and voltage gated
ion channels for CNS indications.
Proprietary cell lines
and screening approaches.
Comprehensive in vivo models
validate target biology.
MultiCore
A diversity orientated chemistry
platform for the discovery
of small molecule drugs.
Computer aided
pharmacophore modelling.
Scaffold hopping synthetic
appoaches rapidly create diversity
in small, focussed libraries.
Parallel, differentiated chemical
series of potential drug candidates.
n PLATFORM TECHNOLOGIES DRIVE THE
DISCOVERY AND DEVELOPMENT OF BEST IN
CLASS DRUG CANDIDATES FOR DEVELOPMENT
AND STRATEGIC PARTNERING
Our ionX and MultiCore platforms are validated
through the continuing development of BNC210
as a treatment for anxiety and depression as well
as our two partnerships with Merck & Co in
cognition and pain. Our partnerships with Merck
signed in 2013 and 2014 have a combined potential
value of up to US$678 million in upfront and
research payments, option fees and milestone
payments with additional potential royalties on
product sales. In FY 2015 Bionomics received
US$20 million in upfront payments from Merck.
n MERCK PARTNERSHIPS AND THE BIONOMICS -
MERCK ANNUAL SYMPOSIUM
As an outward sign of the strength of Bionomics
partnerships with Merck, in November 2014 Merck
and Bionomics hosted a special Symposium at
the Crowne Plaza Hotel in Adelaide. This was the
second Bionomics-Merck Symposium and attracted
approximately 200 attendees. Speakers at the
Symposium included renowned Australian and
international researchers from the field of pain
research and focused on the clinical aspects of pain
and migraine, novel targets for pain therapeutics
and drug discovery. Planning is already advanced
for the third annual Symposium to be held on
16 November 2015 which will focus on cognition.
Our keynote speaker will be Dr Darryle Schoepp, VP
& Therapeutic Area Head, Neuroscience, Merck & Co.
5
n BNC210: A NEXT GENERATION TREATMENT FOR ANXIETY AND DEPRESSION PROGRESSED TO PHASE 2
During the reporting period BNC210 was rapidly
progressed into a Phase 2 clinical trial in patients
with Generalized Anxiety Disorder or GAD. The
double-blinded, placebo–controlled trial is being
conducted in 24 patients with untreated GAD. This
clinical trial will image changes in the brain’s
emotional centre, the amygdala, using functional
magnetic resonance imaging or fMRI. The endpoints
of the clinical trial are focussed on the capacity of
BNC210 to engage brain systems relevant to anxiety
including emotional control and defensive and risk
taking behaviours. The study is being conducted
at The Institute of Psychiatry, Psychology &
Neuroscience, King’s College, London. We anticipate
that data will be available from the trial in Q3, 2016.
BNC210 has also been evaluated in a Phase
1B multiple ascending dose trial in which 54
healthy subjects were dosed twice daily for eight
consecutive days. All primary and secondary
endpoints of the trial were met. BNC210 was safe
and well tolerated. Importantly there were no
adverse effects on cognition or emotional stability
and no abuse potential indicated. The demonstration
that BNC210 reduces nicotine - dependent changes,
as measured by EEG, provides valuable evidence of
target engagement and strongly supports further
development of BNC210 in other types of anxiety
and in depression over an extended period and is
supported by 90 day toxicology studies.
In November 2014 Bionomics secured US$10
million project-specific non-dilutive financing
from Silicon Valley Bank to fund these two clinical
trials of BNC210. We were very pleased to secure
this important funding which allowed us to rapidly
move BNC210 into a Phase 2 clinical trial. Silicon
Valley Bank has over US$33 billion in assets and
34 locations worldwide. Forbes Magazine rates it
amongst Americas Best Banks (2013).
We are very excited by the potential of BNC210.
BNC210 is an orally-administered, novel,
proprietary negative allosteric modulator of the
alpha-7 nicotinic acetylcholine receptor, or the
α7 receptor. We believe that negative allosteric
modulation of the α7 receptor provides an attractive
therapeutic target for the treatment of anxiety
and depression which has yet to be fully explored
and in which Bionomics has developed significant,
new insights. As an allosteric modulator BNC210
“Clinical trials have
shown that BNC210 is
safe and well tolerated”
only works when it is needed. High levels of the
neurotransmitter Acetylcholine, or ACh, which
causes rapid activation of the α7 receptor have
been linked to symptoms of anxiety and depression.
We believe that the α7 receptor is a key driver of
emotional responses and modulation of the α7
receptor in the amygdala may reduce anxiety and
depression. The proposed mechanism of action of
BNC210 is depicted in the diagram on the next page.
Clinical trials have shown that BNC210 is safe and
well tolerated. BNC210 administration to healthy
subjects does not impair cognitive performance,
cause sedation or impair motor co-ordination.
BNC210 has shown evidence of brain activity via
EEG which is consistent with anxiolytic activity in the
absence of sedation. BNC210 in a CCK4 challenge
model significantly reduced both the number of
panic symptoms and intensity of panic symptoms.
BNC210 administration was also associated with
more rapid return to normal emotional stability
compared to placebo. As noted above, we recently
reported that BNC210 significantly reduced the
effects of nicotine as measured by EEG, providing
evidence of target engagement.
To date BNC210 has been evaluated in six
completed clinical trials and 190 subjects.
Based on these clinical trials and additional
preclinical data, we believe BNC210 has the
following important advantages over many
existing treatments for anxiety and depression:
190 SUBJECTS TESTED
n lack of sedation;
n rapid action;
n no impairment of attention, memory or
motor coordination; and
n no potential for addiction or the
development of tolerance.
CEO & MANAGING DIRECTOR’S REPORT BNC210 ACTION DEPENDS ON ACh NEUROTRANSMISSION AND THE DISEASE STATE
NORMAL
ANXIETY AND DEPRESSION
6
AMYGDALA
AMYGDALA
BNC210
α7 RECEPTOR
Ca2+
α7 RECEPTOR
Ca2+
BNC210
“BNC210 has tremendous market potential
if successfully developed”
If successfully developed, BNC210 could represent
a significant advance in the treatment of anxiety and
depression with the potential to overcome unmet
needs for patients which have existed for decades
with current treatments. Anxiety is a condition which
places a considerable burden on our society. For
example, approximately 14.4% of the Australian
population is affected by anxiety. Approximately
40 million people suffer from anxiety disorders
in the United States and patients with anxiety can
have one or more anxiety disorders. There are six
broad categories of anxiety disorders: GAD, post-
traumatic stress disorder, panic disorder, social
anxiety disorder, obsessive compulsive disorder
and phobias. The anxiety market is projected to
reach US$18.2 billion by 2020. There are a number
of drugs used to treat anxiety with the mainstay
being benzodiazepines. GAD is commonly treated
with antidepressants that enhance either serotonin
or norepinephrine. The key limitations with these
antidepressants are a modest efficacy and late
onset of action, discontinuation syndrome, changes
in weight, sexual dysfunction and suicide ideation
in adolescents, while benzodiazepines such as
Valium display side-effects such as sedation,
addiction, tolerance and cognitive disturbances,
and are therefore not recommended for long-term
treatment despite short-term efficacy. Anxiety and
depression often have overlapping symptoms with
over 40% of patients diagnosed with depression
also suffering from a diagnosed anxiety disorder.
An estimated 18.2 million people in the US suffer
from depression and in 2012 alone the top 10
antidepressants recorded sales of US$8.8 billion.
Clearly, BNC210 has tremendous market potential if
successfully developed.
7
CEO & MANAGING DIRECTOR’S REPORT
n BNC101: THE FIRST OF BIONOMICS CANCER TREATMENTS TO TARGET CANCER STEM CELLS POISED
FOR CLINICAL TRIALS
With the acquisition of Biogen spin-out Eclipse
Therapeutics in 2012, Bionomics made the strategic
decision to focus its cancer drug discovery and
development efforts on targeting cancer stem
cells. Many current cancer drugs do not specifically
target cancer stem cells, a deficiency which may
lead to tumour recurrence and metastasis. Cancer
stem cells are cancer cells that possess cellular
characteristics associated with normal stem cells.
Such stem cells have the potential to differentiate
to all cell types found in a tumour. Cancer stem
cells can therefore generate tumours through self-
renewal and differentiation into multiple cancer
cell types. We believe that specific drugs targeting
cancer stem cells will reduce the risk of tumour
metastasis and recurrence.
BNC101 is a first-in-class, high affinity anti-LGR5
humanized monoclonal antibody targeting cancer
stem cells. During the year Bionomics progressed
BNC101 towards a clinical trial. Investigational New
Drug (IND) enabling studies and GMP manufacture
are now complete and an IND application has
successfully passed review by the US FDA. We are
working towards initiation of the Phase 1 clinical
trial which will enrol patients with colorectal cancer
and also patients with pancreatic cancer.
Based on our preclinical studies, reported at
international cancer conferences in 2015, BNC101
prevents or delays tumour recurrence and reduces
cancer stem cells in metastatic colorectal,
pancreatic, triple-negative breast and small cell
lung cancers. BNC101 also reduces circulating
tumour cells that express LGR5.
BIONOMICS
APPROACH TO
TARGETING
CANCER STEM
CELLS
Bionomics’ CSCRx platform can identify
drugs that target cancer stem cells
n CSC have the potential to differentiate
into all cell types within a tumor.
n Many drugs do not specifically target
CSC leading to tumor recurrence and
metastasis.
Wnt signaling has been implicated
in proliferation and survival of CSC.
LGR5 is a receptor that modulates
Wnt signaling in CSCs.
BULK
TUMOUR CELLS
CANCER STEM CELLS
CSC
CONVENTIONAL
CANCER THERAPY
CANCER STEM CELL
THERAPY
CSC
CSC
TUMOUR RELAPSE
TUMOUR REGRESSION
BNC101 SHOWS ANTI-TUMOR ACTIVITY
COLORECTAL
CANCER:
PRECLINICAL
ACTIVITY
CANCER STEM CELL RECURRENCE ASSAY
CT3 LDA Tumor Growth
Individual Tumors at Day 68
8
)
3
m
m
(
e
m
u
l
o
V
r
o
m
u
T
DAY
FOLFIRI
BNC101 FOLFIRI
“There exists unmet need in the treatment
of both metastatic colorectal and metastatic
pancreatic cancers.”
PANCREATIC
CANCER:
PRECLINICAL
ACTIVITY
Mean Tumor Volumes
Gem/nab-pac Gem/nab-pac + Antibody Antibody
Individual Tumors at Day 105
)
3
m
m
(
e
m
u
l
o
V
r
o
m
u
T
All Gem, nab-pac
Isotype Control Antibody
IgG1 Gem, nab-pac
BNC101, Gem, nab-pac
Last
Chemo
Complete
Tumor
Regression
Nab-paclitaxel is also known as Abraxane
DAY
Gem/nab-pac
Gem/nab-pac/BNC101
There exists unmet need in the treatment of both metastatic colorectal and metastatic pancreatic cancers.
The global market for metastatic colorectal cancer treatments has been predicted to grow to $9.4 billion by
2020. In 2014, there were approximately 136,000 new cases of metastatic colorectal cancer in the United
States. Currently, five year survival for first-line metastatic colorectal cancer treatments is approximately
11% with median overall survival for metastatic colorectal cancer approximately 12-13 months in second-
line treatment. LGR5 expression has been correlated with poor patient response or survival in metastatic
colorectal cancer. The global metastatic pancreatic cancer drug market is estimated to be $1.2 billion in
2015. In 2014, there were approximately 46,420 new cases of metastatic pancreatic cancer in the United
States. For pancreatic cancer patients overall, the five-year survival rate is approximately 4% for all stages
combined and only 1.6% for patients with metastatic pancreatic cancer. The median current overall survival
for metastatic pancreatic cancer patients in first-line treatment is approximately 8-11 months.
PLATFORM TECHNOLOGIES DELIVER MULTI-PRODUCT PIPELINE
Our strengths, and a differentiating feature for Bionomics amongst Australian biotechnology companies,
lie in the depth and breadth of our pipeline where a number of proprietary, drug candidates are being
positioned for development and for selective partnering. These drug candidates are being investigated
by our passionate, world-class research teams.
DRUG CANDIDATE
PRECLINICAL
PHASE 1
PHASE 2
MILESTONES
(CALENDAR YEAR)
Results from P2A trial in Q3 2016
Inititate P1 trial in Q4 2015
Inititate P1 trial in H1 2016
CENTRAL NERVOUS
SYSTEM (ionX and MultiCore)
BNC210
Generalized Anxiety Disorder
Other Indications
UNDISCLOSED
ADHD, ALZHEIMER’S, COGNITION,
PARKINSON’S, SCHIZOPHRENIA
UNDISCLOSED
CHRONIC AND NEUROPATHIC PAIN
OTHERS
PAIN, PARKINSON’S DYSKINESIA, EPILEPSY
CANCER STEM CELLS
(CSCRx)
BNC101
Colorectal cancer
Pancreatic cancer
Other solid tumors
CANCER STEM CELLS
(CSCRx and MultiCore)
MELK
Solid tumors
OTHERS
Solid tumors
OTHER PROGRAMS
BNC105
Solid tumors, renal, ovarian, mesothelioma
BNC420
Solid tumors, melanoma, breast
BNC164
Psoriasis, uveitis
CEO & MANAGING DIRECTOR’S REPORT9 BNC105 is a tubulin depolymerizing agent, derived
from our MultiCore platform, which has been
examined in two Phase 2 and two Phase 1 clinical
trials and demonstrated promising signals of
efficacy with potential for biomarker-driven
development in chronic lymphocytic leukemia,
ovarian cancer and renal cancer. During FY15
BNC105 Phase 2 renal cancer biomarker data was
presented at the European Society for Medical
Oncology Congress in Spain and a peer-reviewed
scientific publication on this work was accepted for
publication by the journal Clinical Cancer Research.
Cumulative biomarker data across all BNC105
clinical trials was presented at AACR, correlating
biomarker changes with a measure of efficacy
Progression Free Survival (PFS). In addition a patent
application covering synergistic combinations of
BNC105 with immune-oncology therapies such as
anti-PD1 and anti-CTLA4 was filed. We have also
progressed strategic discussions for the continued
clinical development of BNC105.
BNC420 is an orally administered tyrosine
kinase inhibitor. This preclinical drug candidate
is thought to suppress tumour progression by
targeting tumour-induced immune tolerance
and lymphangiogenesis. One key differentiator of
BNC420 is that it displays significant selectivity to
VEGFR3 over related VEGFR receptors, while other
competitive inhibitors of the VEGFR receptors (e.g.
sunitinib/Sutent) do not exhibit such selectivity
for VEGFR3. The data presented at AACR showed
that BNC420 significantly outperformed Sutent in
inhibiting tumour metastasis. In a murine model of
melanoma, BNC420 suppressed the development
of tumour lymph vessels, the growth of regional
metastatic tumours and the spread of tumours to
the draining lymph nodes. In contrast, Sutent failed
to suppress lymph node metastasis and appeared to
enhance formation of regional metastatic tumours.
BNC164 is a potent small molecule ion channel
inhibitor with immunomodulator potential in
preclinical development for mild to moderate
psoriasis as well as other inflammatory diseases
such as uveitis and inflammatory bowel disease.
Our strategy for unlocking the value of selected
drug candidates in our pipeline is to secure strategic
partnerships with companies having complementary
development and commercialisation capabilities to
maximise the chances of clinical and commercial
success.
10 11
THE ACQUISITION OF PRESTWICK CHEMICAL
EXPANDED OUR MULTICORE PLATFORM AND
OUR PRESENCE IN EUROPE
Bionomics strengthened its commercial position
and European foothold with the acquisition of the
assets of Prestwick Chemical in October 2014.
Prestwick is a premium provider of medicinal
chemistry services and smart screening libraries.
A service provider to Bionomics since 2009,
Prestwick has contributed and is continuing to
contribute to Bionomics cognition, pain and anxiety
and depression programs. This acquisition reflects
our commitment to a strategy of enhancing our
platform technologies so that we can rapidly identify
and advance highly promising drug candidates for
development and selective strategic partnering.
We regard Prestwick as a valuable asset that
brings with it a blue chip customer base.
“Our Company is well positioned
in the biotechnology sector”
Prestwick is co-located with Bionomics’ wholly-
owned business Neurofit and boasts one marketed
product from its contract research services as well
as numerous drug candidates in Phase 3 clinical
trials.
FINANCIAL RESULTS
Bionomics remains in a strong position to continue
its development and partnering activities. Cash
at 30 June 2015 was a healthy $26.558 million, an
increase of $16.990 million over the 30 June 2014
balance. Revenue and other income for the period
was $16.616 million compared with $27.546 million
for the period to 30 June 2014. The operating loss
after tax of the Group for the period was $16.949
million and reflects the Company’s continued
execution of its business plan.
CEO & MANAGING DIRECTOR’S REPORT 12
“We have an ambitious
business plan and
it’s gratifying to now have
a team with considerable
experience focussed
on its execution.”
OUTLOOK
Bionomics has continued to focus on the execution of its business strategy. Our Company is well positioned
in the biotechnology sector and is supported by a substantial intellectual property portfolio and robust
pipeline.
Bionomics is in a strong position to progress the development of BNC210 and BNC101 and continues to focus
on its important relationship with Merck in pain and cognition to bring new treatments to patients suffering
chronic and neuropathic pain and sufferers of memory loss associated with conditions such as ADHD,
Alzheimer’s Disease, Parkinson’s disease and Schizophrenia.
On the back of the most recent positive clinical trial data announced on 16 September 2015, we anticipate
Phase 2 data from the ongoing BNC210 clinical trial in patients with GAD in Q3, 2016. We are working
towards the initiation of the first clinical trial of BNC101 in patients with metastatic colorectal cancer and in
patients with metastatic pancreatic cancer. Both drug candidates could fill unmet clinical needs for patients
and each represents new insights that Bionomics brings to targeting ion channels for CNS disorders in the
case of BNC210 and through specific targeting of cancer stem cells in the case of BNC101.
I am very pleased to have Dr Jens D Mikkelsen as Chief Scientific Offer, Dr Tony Colasin as Chief Business
Officer and Mr Jack Moschakis as Legal Counsel & Company Secretary join the Bionomics team this year.
We have an ambitious business plan and it’s gratifying to now have a team with considerable experience
focussed on its execution.
I thank the Bionomics Board, our devoted staff and our shareholders for their enthusiasm, support
and hard work. We have enjoyed another successful year and I look forward to sharing news of future
progress with you all.
Yours faithfully
Dr Deborah Rathjen
CEO and Managing Director
13
INTELLECTUAL PROPERTY PORTFOLIO
WE ARE THE OWNER ON RECORD OF 107 ISSUED PATENTS ACROSS 39 FAMILIES AND 117 PENDING
PATENT APPLICATIONS ACROSS 60 FAMILIES FILED IN EUROPE, THE UNITED STATES AND ASIA.
THE BIONOMICS PATENT PORTFOLIO INCLUDES:
6
patent families covering
BNC210 and congeners and
their use in the treatment of
anxiety and other disorders
17
patent families covering
BNC105 and congeners and
their use in the treatment
of cancer
6
patent families covering
BNC101 and its use in
targeting cancer stem cells
4
patent families covering
BNC375 and congeners and
their use in the treatment of
memory enhancement and
related disorders
3
patent families covering
BNC420 and congeners and
their use in the treatment of
melanoma, breast cancer
and other cancers
8
patent families covering
BNC164 and congeners and
their use in the treatment of
autoimmune disease
1
patent application covering
chronic pain
2
patent families covering
Parkinson’s Disease and
related disorders
24
patent families covering
discoveries made utilizing
Bionomics’ technology
platforms
Through the worldwide Patent Cooperation Treaty (PCT) mechanism, Bionomics and its related companies
were granted 12 patents this financial year, 29 PCT patent applications entered the national and regional
phases of examination, 2 PCT patent applications and 3 provisional patent applications were filed.
BOARD OF DIRECTORS
14
MR GRAEME KAUFMAN BSc, MBA
Chairman and Non-Executive Director
Mr Kaufman has wide ranging experience across the biotechnology sector,
spanning scientific, commercial and financial areas. His experience with CSL
Limited, Australia’s largest biopharmaceutical company included responsibility
for all of their manufacturing facilities, and the operation of an independent
business division operating in the high technology medical device market. As
CSL’s General Manager Finance, Mr Kaufman had global responsibility for
finance, strategy development, human resources and information technology.
Mr Kaufman has also served as an executive director of ASX-listed Circadian
Technologies and a non-executive director of Amrad Corporation. He was previously Executive Vice President
Corporate Finance with Mesoblast Limited and is currently non-executive Chairman of IDT Australia Limited
and non-executive Chairman of Paradigm Biopharmaceuticals Limited.
DR DEBORAH RATHJEN BSc (HONS), PhD, MAICD, FTSE
CEO and Managing Director
Dr Rathjen joined Bionomics in 2000 from Peptech Limited, where she was
General Manager of Business Development and Licensing. Dr Rathjen was
a co-inventor of Peptech’s TNF technology and leader of the company’s
successful defence of its key TNF patents against a legal challenge by BASF.
Dr Rathjen has significant experience in company building and financing,
mergers and acquisitions, therapeutic product research and development,
business development, licensing and commercialisation. Dr Rathjen has been
recognised both in Australia and internationally through awards and honours
including the 2004 AusBiotech President’s Medal, 2006 Flinders University Distinguished Alumni Award,
2009 BioSingapore Asia Pacific Biotechnology Woman Entrepreneur of the Year, 2009 Regional Finalist
Ernst & Young - Entrepreneur of the Year and 2014 Woman Executive of the Year BioPharm Industry Awards.
In 2015 Dr Rathjen was included in the Top 50 most influential Australian business women by The Australian
newspaper.
MR TREVOR TAPPENDEN CA, FAICD
Non-Executive Director
Mr Tappenden commenced a career as a Non-Executive Director in 2003 after
a career with Ernst & Young spanning 30 years. During his time at Ernst &
Young Mr Tappenden held a variety of positions including Managing Partner of
the Melbourne Office, member of the Board of Partners, Head of the Victorian
Government Services Group and National Director of the Entrepreneurial
Services Division. He holds directorships in various private, government
and not-for-profit organisations and is the Chairman of the Audit and Risk
Management Committees of many of those organisations.
15
BOARD OF DIRECTORS
DR ERROL DE SOUZA PhD
Non-Executive Director
Dr De Souza is a leader in the development of therapeutics for treatment
of central nervous system (CNS) disorders. He is currently President and
CEO of a leading US company Biodel Inc (Nasdaq: BIOD) and is the former
President and CEO of US biotech companies Archemix Corporation and
Synaptic Pharmaceutical Corporation. Dr De Souza formerly held senior
management positions at Aventis and its predecessor Hoechst Marion Roussel
Pharmaceuticals, Inc. Most recently, he was Senior Vice President and Site
Head of US Drug Innovation and Approval (R&D), at Aventis, where he was
responsible for the discovery and development of drug candidates through Phase IIa clinical trials for CNS
and inflammatory disorders. Prior to Aventis, he was a co-founder and Chief Scientific Officer of Neurocrine
Biosciences (Nasdaq: NBIX). Dr De Souza has served on multiple editorial boards, National Institutes of
Health (NIH) Committees and is currently a Director of several public and private companies.
DR JONATHAN LIM MD
Non-Executive Director
Jonathan Lim, MD is Chairman, CEO and Co-Founder of Ignyta, Inc., an
oncology precision medicine biotechnology company that he helped take
public in October 2013. Dr Lim is also Managing Partner of City Hill Ventures,
LLC, which he established in 2010, and was formerly President, CEO, and
Board Director of Halozyme Therapeutics, Inc. Under Dr Lim’s eight years of
leadership, the company went public and raised $300 million from financing
and corporate partnerships with Roche and Baxter, achieved two US FDA
approvals, and built a late stage pipeline of two Phase III, two Phase II, and two
Phase I product candidates. Dr Lim’s prior experience includes management consulting at McKinsey, NIH
Postdoctoral Fellowship at Harvard, and general surgery residency at New York Hospital-Cornell. He has BS
and MS degrees from Stanford, MD from McGill, and MPH from Harvard.
MANAGEMENT
16
MR TONY COLASIN MBA
Chief Business Officer
Mr. Colasin brings over 20
years of experience in senior
business development, product
commercialisation, and
corporate finance roles at major
biopharmaceutical companies,
contributing to the success of
key brands including EPOGEN®
and Cialis. He joins Bionomics
from Ironwood Pharmaceuticals,
where he served as Vice President
of Corporate Development and
was responsible for strategy and
tactical oversight of in-licensing,
and mergers and acquisitions.
Previously he was Senior Director
of Business Development for
ICOS Corporation for six years
and before that, he held positions
at Amgen in various marketing,
corporate finance and corporate
development roles. Mr. Colasin
holds a BS.Ec from the University
of Southern California and a
MBA from the Anderson School
of Management at the University
of California, Los Angeles.
Mr Colasin also served in the
US Marine Corps.
DR JOSÉ IGLESIAS MD
Chief Medical Officer
Dr Iglesias, responsible
for clinical development at
Bionomics since November
2012, is a seasoned medical
professional with 24 years
global experience in the
biopharmaceutical industry. Prior
to joining Bionomics, he spent
six years at Celgene Corporation
and its wholly owned subsidiary
Abraxis Bioscience as VP of
Clinical Development at Celgene
with previous roles including
CMO and VP of Global Clinical
Development and Medical Affairs
at Abraxis. Previously, Dr Iglesias
worked in several positions at
US pharmaceutical giant Eli
Lilly over 10 years, including his
appointment as Oncology Medical
Advisor for the Australia and the
Asia Pacific region between 2002
and 2004. A graduate from the
Montevideo School of Medicine,
Dr Iglesias has been published
more than 60 times and is an
active member of ASCO, AACR
and ESMO.
DR JENS MIKKELSEN MD, PhD
Chief Scientific Officer
Dr Jens D Mikkelsen joined
Bionomics as Chief Scientific
Officer in 2015, and prior to
that he worked more than
15 years in key positions within
the pharmaceutical industry
such as Head of Neurobiology,
H. Lundbeck; Founder and
Director, Zealand Pharma;
CSO/CEO, Azign Bioscience;
and Head of Translational
Neuroscience, NeuroSearch.
Dr. Mikkelsen has a long
academic career and worked
as a professor in translational
neuropharmacology at
the University Hospital in
Copenhagen. He has published
more than 275 original papers
in the fields of neuroscience
and pharmacology. Dr.
Mikkelsen earned his medical
degree from the University
of Copenhagen and a PhD in
neuroscience, and postdoctoral
training from Cambridge and
Stanford universities.
17
MANAGEMENT
MS MELANIE YOUNG BCOM, CA
Chief Financial Officer
Ms Young has over 15 year’s
experience, with six years in the
medical device field, including
two years as CFO of an ASX-listed
company covering all facets of the
company’s global finance function.
In particular, her considerable
commercial experience in listed
company reporting requirements,
international finances and working
capital management complements
the Bionomics team. Ms Young
has also gained experience
in negotiating distributor
agreements, due diligence, cost
reduction strategies and improving
operating efficiencies. Previously
Ms Young worked for Deloitte
Touche Tohmatsu in the Growth
Solutions Division. Ms Young
holds a Bachelor of Commerce
from Deakin University and is a
Chartered Accountant.
MR JACK MOSCHAKIS
BEc, DipLaw(BAB), GDipBA, FCIS
Legal Counsel and
Company Secretary
Mr Moschakis brings a depth of
legal knowledge with over 25 years’
experience as a legal practitioner.
He has worked in senior legal/
company secretary roles in the
South Australian electricity
industry for over 10 years and has
expertise in energy law and energy
related commercial and contractual
matters. His most recent position
was at mining company Rex
Minerals Ltd where he worked as
a legal consultant. Prior to this, Mr
Moschakis worked at Thomsons
Lawyers, a top tier Adelaide law
firm that is now part of the national
law firm of Thomson Geer, as
an energy and infrastructure
consultant. Mr Moschakis holds
a Bachelor of Economics (Adel),
Diploma in Law (NSW) and
Graduate Diploma in Business
Administration (Adel). He is a
Fellow of the Institute of Chartered
Secretaries and Member of the Law
Society of South Australia.
DIRECTOR’S REPORT
18
Your directors present their report on the financial
statements of the Group for the year ended 30 June
2015, comprising the parent entity Bionomics Limited
(Bionomics) and its subsidiaries. In order to comply with
the Corporations Act 2001, the directors report as follows:
DIRECTORS
The following persons were directors of Bionomics during
the period and up to the date of this report:
¨Mr Graeme Kaufman, Non-Executive Chairman
¨Dr Deborah Rathjen, Chief Executive Officer
and Managing Director
¨Mr Trevor Tappenden, Non-Executive Director
¨Dr Errol De Souza, Non-Executive Director
¨Dr Jonathan Lim, Non-Executive Director
The directors held office during the whole of the financial
year and since the end of the financial year.
PRINCIPAL ACTIVITIES
The principal activities of the Company and its controlled
entities (the Group) during the period include the
discovery and development of novel drug candidates
focused on the treatment of central nervous system
disorders and cancer by leveraging our proprietary
platform technologies.
OPERATING RESULTS
Consolidated revenue for the year to 30 June 2015
decreased by 65% to $6,827,277. Revenues were
predominately attributable to the Merck & Co (known as
MSD outside the USA and Canada) research collaboration
and license agreement announced on 24 June 2014 in our
cognition program. Other income for the year to 30 June
2015 increased by 19.5% to $9,789,128 and relates to the
Research and Development (R&D) Tax Incentive, foreign
government grants and the gain on bargain purchase
recognised on the acquisition of Prestwick Chemicals.
This compared with revenue of $19,357,932 and other
income of $8,188,064 for the year to 30 June 2014. The
operating loss after tax of the Group for the year to 30
June 2015 was $16,949,405 compared with the prior year
after tax profit of $3,206,616.
The cash position at 30 June 2015 was $26,558,006 and
restricted cash of $934,000 classified as current and
non-current other financial assets (2014: $9,567,307 and
restricted cash of $934,000 classified as current and non-
current other financial assets). The 2014 trade and other
receivables balance includes the US$20m receivable
at 30 June 2014 which was received during the quarter
ended 30 September 2014.
The financial performance of key operating segments of
Drug discovery and development and Contract services
are included in Note 4.
REVIEW OF OPERATIONS
We are a global, clinical-stage biopharmaceutical
company, leveraging our proprietary platform
technologies to discover and develop a deep pipeline
of best-in-class, novel drug candidates focused on
the treatment of serious Central Nervous System, or
CNS, disorders and cancer. Our ionX and MultiCore
drug discovery platforms are validated through two
partnerships with Merck & Co., or Merck, in cognition
and pain with combined development, regulatory and
sales based milestone payments of potentially up to
US$678 million as well as royalties on net sales. In
2013, Merck entered into an option to exclusively
license for development and commercialisation certain
small molecule drug candidates for the treatment of
chronic and neuropathic pain. Under this agreement,
we may receive up to US$172 million in exercise fees
and milestone payments as well as royalties on net
sales. In 2014, we entered into another collaboration
agreement with Merck & Co. to develop compounds
targeting cognitive impairment in conditions such as
ADHD, Alzheimer’s disease, Parkinson’s disease and
schizophrenia. Under this agreement, we received
US$20 million in upfront payments and are eligible for
an additional US$486 million in research payments,
development and commercialisation milestone payments
as well as royalties on net sales.
In November 2014 Merck and Bionomics hosted a special
Symposium in Adelaide, Australia. The meeting included
renowned speakers from the field of pain research and
focused on the clinical aspects of pain and migraine, novel
targets for pain therapeutics and drug discovery. Planning
is already advanced for the third annual Symposium which
will focus on cognition with US-based Merck scientists
and management anticipated to attend.
Bionomics has continued the development of BNC210
which is now in a Phase 2 clinical trial in patients with
Generalised Anxiety Disorder or GAD and we expect
results in the third quarter of the 2016 calendar year.
BNC210 is a novel, proprietary negative allosteric
modulator of the alpha-7 nicotinic acetylcholine receptor,
or the α7 receptor. In five completed Phase 1 clinical
trials, BNC210 has demonstrated safety and tolerability
in 148 healthy subjects and shown initial indications of
efficacy in the absence of side effects such as sedation,
memory loss, impairment of motor co-ordination
and potential for addiction. The α7 receptor is highly
expressed in the amygdala which forms part of the
emotional centre of the brain and it can be considered
a key driver of emotional responses. The Phase 2 trial
is evaluating the capacity of BNC210 to engage brain
systems relevant to anxiety using functional magnetic
resonance imaging (fMRI). The endpoints of the trial
include both significant changes in cerebral perfusion and
DIRECTOR’S REPORT
in task-related brain activity using the emotional faces
task. The clinical trial is being conducted at The Institute
of Psychiatry, Psychology & Neuroscience at King’s
College in London.
We are also conducting a Phase 1 multiple ascending
dose trial in which 54 healthy subjects are dosed
twice daily for eight days. The primary endpoint of this
clinical trial is safety and tolerability. In this trial we are
measuring BNC210’s effects on nicotine-induced EEG
changes and we expect results of the trial in the third
quarter of the 2015 calendar year.
Anxiety is a condition which places a considerable
burden on our society. For example, approximately
14.4% of the Australian population is affected by anxiety.
Approximately 40 million people suffer from anxiety
disorders in the United States and patients with anxiety
can have one or more anxiety disorders. There are six
broad categories of anxiety disorders: generalised
anxiety disorder, PTSD, panic disorder, social anxiety
disorder, obsessive compulsive disorder and phobias.
Generalised anxiety disorder is characterised by
persistent, excessive, and unrealistic worrying about
everyday things. Approximately 6.8 million people
suffer from generalised anxiety disorder in the United
States. The anxiety market is projected to reach US$18.2
billion by 2020. There are a number of drugs used to
treat anxiety with the mainstay being benzodiazepines.
Generalised anxiety disorder is commonly treated
with SSRIs and SNRIs which are antidepressants that
enhance either serotonin or norepinephrine. The key
limitations with SSRIs and SNRIs are a modest efficacy
and late onset of action, discontinuation or withdrawal
syndrome, changes in weight, sexual dysfunction and
suicide ideation in adolescents, while benzodiazepines
such as Valium display side-effects including sedation,
addiction, tolerance and cognitive disturbances, and are
therefore not recommended for long-term treatment
despite short-term efficacy. Anxiety and depression are
mood disorders with overlapping symptoms. Over 40% of
patients diagnosed with depression are also diagnosed
with an anxiety disorder.
In addition to the successes of its neuroscience programs,
Bionomics continues to develop its cancer drug pipeline
including compounds focused on cancer stem cells.
During the year Bionomics progressed its lead cancer
stem cell drug candidate BNC101 towards clinical
trial. IND enabling studies and GMP manufacture are
now complete with an IND submission being finalised.
BNC101 data was presented at the 26th EORTC-NCI-
AACR Symposium on Molecular Targets and Cancer
Therapeutics in Barcelona. The data included the
preclinical activity of BNC101 in primary lung cancer and
triple negative breast models.
The depth of Bionomics’ cancer medicines pipeline was
highlighted at the American Association for Cancer
Research (AACR) 105th Annual Meeting in Philadelphia
with four posters presented across three programs.
This meeting was attended by representatives from
major pharmaceutical companies and academia, patient
advocates and other cancer professionals worldwide.
BNC101 was the focus of two posters at the AACR
meeting. The posters showed further support for
biomarker-driven clinical development for BNC101 in
colorectal cancer, pancreatic cancer and other solid
tumours. The data also showed that when BNC101
is combined with standard of care chemotherapy it
successfully delayed or prevented tumour recurrence
in metastatic colorectal cancer and pancreatic patient-
derived xenograft models that are designed to mimic a
relapse setting following first-line chemotherapy. This
is very promising pre-clinical work and we look forward
to BNC101 entering its first Phase 1 clinical trial in the
fourth quarter of the 2015 calendar year for patients
that have metastatic colorectal cancer and metastatic
pancreatic cancer.
Our BNC105 drug candidate has been the focus of
four clinical trials in ovarian cancer, renal cancer and
mesothelioma as well as a clinical trial in patients with
differing tumour types. Across these clinical trials it has
been shown that key biomarkers are correlated with
progression-free survival at six months, paving the way
for future biomarker driven clinical development.
Data on BNC420 was also presented at AACR. BNC420,
a novel, orally administered, multiple tyrosine kinase
inhibitor, has potential to be developed for the treatment
of triple negative breast cancer and melanoma.
This preclinical drug candidate suppresses tumour
progression by targeting tumour-induced immune
tolerance and lymphangiogenesis. BNC420 has
demonstrated activity in melanoma models as an inhibitor
of tumour metastasis. The data presented at AACR
demonstrated that BNC420 significantly outperforms
first-line treatment sunitinib (Sutent) in inhibiting tumour
metastasis by selectively targeting VEGFR3 over related
VEGFR receptors.
Bionomics strengthened its MultiCore technology
platform and European presence with the acquisition of
Prestwick Chemical on 1 October 2014. Prestwick is a
premium provider of medicinal chemistry services and
smart screening libraries. Its acquisition strengthens
our global strategy and allows us to further identify
and advance highly promising drug compounds for
development and selective, strategic partnering. We
regard Prestwick as a valuable asset that brings a blue
chip customer base to Bionomics. Prestwick is co-located
with Bionomics’ wholly-owned business Neurofit and
19 boasts one marketed product from its contract research
services as well as numerous compounds in Phase 3
clinical trials.
OUTLOOK
Bionomics is in a strong position to progress its
development programs and the Company continues to
focus on its important relationship with Merck in pain and
cognition to bring new treatments to patients suffering
chronic pain and sufferers of memory impairment
including those with ADHD, Alzheimer’s Disease,
Parkinson’s disease and Schizophrenia.
We intend to advance the development of BNC210 to treat
anxiety and depression. We have an ongoing Phase 2
clinical trial with BNC210 in 24 unmedicated generalised
anxiety disorder patients and we expect results in the
third quarter of the 2016 calendar year. BNC210 is being
evaluated in a Phase 1 multiple ascending dose trial in
which 54 healthy subjects are treated twice daily for eight
days and we anticipate data from this trial in the current
quarter.
We also intend to advance the development of BNC101
to treat solid tumors by targeting cancer stem cells. We
plan to initiate a Phase 1 clinical trial in patients with
metastatic colorectal cancer and metastatic pancreatic
cancer. This trial is expected to commence in the fourth
quarter of the 2015 calendar year.
DIVIDENDS
The directors do not propose to make any
recommendation for dividends for the current financial
year. There were no dividends declared in respect of the
previous financial year.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of
the Group during the financial year.
SUBSEQUENT EVENTS
The Group announced the appointment of Anthony
Colasin as Chief Business Officer on 3 August 2015. No
other matters or circumstances have arisen since the
end of the financial year which significantly affect or may
significantly affect the results of the operations of the
Group.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
OF OPERATIONS
The Group will continue to undertake drug discovery and
will seek to commercialise the outcomes of its research
and development in the form of drug candidates for the
treatment of CNS diseases and cancer.
ENVIRONMENTAL REGULATION
The Group is subject to environmental regulations
and other licenses in respect of its research facilities
in Thebarton (South Australia), Bionomics, Inc. in San
Diego and for Neurofit and Prestwick in France. The
Group is subject to regular inspections and audits by
responsible State and Federal authorities. The Group
was in compliance with all the necessary environmental
regulations throughout the year ended 30 June 2015 and
no related issues have arisen since the end of the financial
year to the date of this report.
INFORMATION ON DIRECTORS
MR GRAEME KAUFMAN BSc MBA
Chairman – Non-Executive
Director since 18 September 2012
Experience and Expertise
Mr Kaufman has wide ranging experience across the
biotechnology sector, spanning scientific, commercial
and financial areas. His experience with CSL Limited,
Australia’s largest biopharmaceutical company included
responsibility for all of their manufacturing facilities,
and the operation of an independent business division
operating in the high technology medical device market.
As CSL’s General Manager Finance, Mr Kaufman had
global responsibility for finance, strategy development,
human resources and information technology. Mr
Kaufman has also served as an executive director of
ASX-listed Circadian Technologies and a non-executive
director of Amrad Corporation. He was previously
Executive Vice President Corporate Finance with
Mesoblast Limited and is currently non-executive
Chairman of IDT Australia Limited and non-executive
Chairman of Paradigm Biopharmaceuticals Limited.
Current Directorships (in addition to Bionomics Limited)
Listed: Chairman, IDT Australia Limited (ASX:IDT)
(since June 2013);
Unlisted: Paradigm BioPharmaceuticals Limited
(since August 2014)
Former Listed Directorships in Last Three Years
Non-executive Director, Cellmid Limited (ASX:CDY)
(from August 2012 until June 2015)
Special Responsibilities
Member of Audit and Risk Management Committee
Interests in Shares and Options at Date of Report
178,750 ordinary shares in Bionomics Limited
1,000,000 unlisted options over ordinary shares in
Bionomics Limited
20 21
DIRECTOR’S REPORT
DR DEBORAH RATHJEN BSc (Hons), MAICD, PhD
Chief Executive Officer and Managing Director
Director since 18 May 2000
Other: Director, Buckfast Pty Ltd; Director & Chairman,
Intellicomms Pty Ltd; Director & Chairman, RMIT
University Foundation; Director, Museum Victoria
Experience and Expertise
Dr Rathjen joined Bionomics in 2000 from Peptech
Limited, where she was General Manager of Business
Development and Licensing. Dr Rathjen was a co-
inventor of Peptech’s TNF technology and leader of the
company’s successful defence of its key TNF patents
against a legal challenge by BASF. Dr Rathjen has
significant experience in company building and financing,
mergers and acquisitions, therapeutic product research
and development, business development, licensing and
commercialisation. Dr Rathjen has been recognised
both in Australia and internationally through awards
and honours including the 2004 AusBiotech President’s
Medal, 2006 Flinders University Distinguished Alumni
Award, 2009 BioSingapore Asia Pacific Biotechnology
Woman Entrepreneur of the Year, 2009 Regional Finalist
Ernst & Young–Entrepreneur of the Year and 2014 Woman
Executive of the Year BioPharm Industry Awards. In 2015
Dr Rathjen was included in the Top 50 most influential
Australia business women by The Australian newspaper.
Current Directorship (in addition to Bionomics Limited)
Listed: Nil
Other: Director of CRC for Cancer Therapeutics
Former Listed Directorships in Last Three Years
None
Special Responsibilities
Chief Executive Officer and Managing Director
Interests in Shares and Options at Date of Report
2,280,401 ordinary shares in Bionomics Limited
2,120,000 unlisted options over ordinary shares in
Bionomics Limited
MR TREVOR TAPPENDEN CA, FAICD
Non-Executive Director
Director since 15 September 2006
Experience and Expertise
Mr Tappenden commenced a career as a Non-Executive
Director in 2003 after a career with Ernst & Young
spanning 30 years. During his time at Ernst & Young Mr
Tappenden held a variety of positions including Managing
Partner of the Melbourne Office, member of the Board
of Partners, Head of the Victorian Government Services
Group and National Director of the Entrepreneurial
Services Division. He holds directorship in various private,
government and not-for-profit organisations and is the
Chairman of the Audit and Risk Management Committees
of many of those organisations.
Current Directorships (in addition to Bionomics Limited)
Listed companies: Nil
Former Listed Directorships in Last Three Years
Director, Metal Storm Limited
Special Responsibilities
Chairman of Audit and Risk Management Committee
Interests in Shares and Options at Date of Report
352,500 ordinary shares in Bionomics Limited
200,000 unlisted options over ordinary shares in
Bionomics Limited
DR ERROL DE SOUZA PhD
Non-Executive Director
Director since 28 February 2008
Experience and Expertise
Dr De Souza is a leader in the development of
therapeutics for treatment of central nervous system
(CNS) disorders. He is currently President and CEO of
leading US company Biodel Inc. (NASDAQ:BIOD) and is
the former President and CEO of US biotech companies
Archemix Corporation and Synaptic Pharmaceutical
Corporation. Dr De Souza formerly held senior
management positions at Aventis and its predecessor
Hoechst Marion Roussel Pharmaceuticals, Inc. Most
recently, he was Senior Vice President and Site Head of
US Drug Innovation and Approval (R&D), at Aventis, where
he was responsible for the discovery and development of
drug candidates through Phase IIa clinical trials for CNS
and inflammatory disorders. Prior to Aventis, he was
a co-founder and Chief Scientific Officer of Neurocrine
Biosciences (NASDAQ:NBIX). Dr De Souza has served on
multiple editorial boards, National Institutes of Health
(NIH) Committees and is currently a Director of several
public and private companies.
Current Directorships (in addition to Bionomics Limited)
Listed companies: Director of Biodel Inc. (NASDAQ:BIOD),
Director of Targacept, Inc. (NASDAQ:TRGT)
Former Listed Directorships in Last Three Years
None
Special Responsibilities
None
Interests in Shares and Options at Date of Report
146,698 ordinary shares in Bionomics Limited
300,000 unlisted options over ordinary shares in
Bionomics Limited
22
DR JONATHAN LIM MD
Non-Executive Director
Director since 14 September 2012
Experience and Expertise
Jonathan Lim, MD is Chairman, CEO and Co-Founder
of Ignyta, Inc. (NASDAQ: RXDX), an oncology precision
medicine biotechnology company that he helped take
public in October 2013 and raised nearly $120 million
during the subsequent six months, and advanced the
clinical development of RXDX-101, the company’s lead
product candidate. He is also Managing Partner of City
Hill Ventures, LLC, which he established in 2010 prior to
co-founding Eclipse Therapeutics, Inc. in early 2011. Dr
Lim was formerly President, CEO, and Board Director
of Halozyme Therapeutics, Inc. where he grew the
company from five employees and a market value of $5
million in May 2003 to 140 employees and peak market
capitalisation of nearly $1 billion during his tenure.
Under Dr Lim’s eight years of leadership, the company
went public and raised $300 million from financing
and corporate partnerships with Roche and Baxter,
achieved two US FDA approvals and built a late stage
pipeline of two Phase III, two Phase II, and two Phase I
product candidates. Dr Lim’s prior experience includes
management consulting at McKinsey, NIH Postdoctoral
Fellowship at Harvard and general surgery residency at
New York Hospital-Cornell. He has BS and MS degrees
from Stanford, MD from McGill and MPH from Harvard.
Current Directorships (in addition to Bionomics Limited)
Listed companies: Ignyta, Inc. (NASDAQ: RXDX)
Other: Managing Partner, City Hill Ventures, LLC
Former Listed Directorships in Last Three Years
President, Halozyme Therapeutics, Inc. (NASDAQ:HALO)
Special Responsibilities
None
Interests in Shares and Options at Date of Report
5,091,828 ordinary shares in Bionomics Limited
500,000 unlisted options over ordinary shares in
Bionomics Limited
MR JACK MOSCHAKIS BEc, DipLaw(BAB), GDipBA , FCIS
Legal Counsel and Company Secretary
Mr Moschakis brings a depth of legal knowledge with
over 25 years’ experience as a legal practitioner. He
has worked in senior legal/company secretary roles
in the South Australian electricity industry for over
10 years and has expertise in energy law and energy
related commercial and contractual matters. His most
recent position was at mining company Rex Minerals
Ltd where he worked as a legal consultant. Prior to this,
Mr Moschakis worked at Thomsons Lawyers, a top tier
Adelaide law firm that is now part of the national law
firm of Thomson Geer, as an energy and infrastructure
consultant. Mr Moschakis holds a Bachelor of Economics
(Adel), Diploma in Law (NSW) and Graduate Diploma
in Business Administration (Adel). He is a Fellow of the
Institute of Chartered Secretaries and Member of the
Law Society of South Australia.
MEETINGS OF DIRECTORS
The following table sets out the number of directors’
meetings (including meetings of committees of directors)
held during the financial year and the number of meetings
attended by each director (while they were a director or
committee member).
MEETINGS
OF AUDIT
AND RISK
MANAGEMENT
(ARM)
COMMITTEE
MEETINGS OF
DIRECTORS
Held
Attended
Held
Attended
Mr Graeme Kaufman
Dr Deborah Rathjen
Mr Trevor Tappenden
Dr Errol De Souza
Dr Jonathan Lim
10
10
10
10
10
10
10
10
10
10
4
4*
4
*
*
4
4*
4
*
*
* = Not a member of the relevant committee, may attend
by invitation.
REMUNERATION REPORT
This remuneration report, which forms part of the
Directors’ Report, sets out information about the
remuneration of the Company’s key management
personnel for the financial year ended 30 June 2015.
The term ‘key management personnel’ refers to those
persons having authority and responsibility for planning,
directing and controlling the activities of the consolidated
entity (the Group), directly or indirectly, including any
director (whether executive or otherwise) of the Group.
The prescribed details for each person covered by this
report are detailed below under the following headings:
1.
2.
3.
4.
5.
Key Management Personnel
Remuneration Policy
Relationship Between the Remuneration Policy
and Company Performance
Remuneration of Key Management Personnel
Key Terms of Service Agreements
23
DIRECTOR’S REPORT
1. Key Management Personnel
NON-EXECUTIVE DIRECTORS
POSITION
Mr Graeme Kaufman
Mr Trevor Tappenden
Dr Errol De Souza
Dr Jonathan Lim
EXECUTIVE DIRECTOR
Dr Deborah Rathjen
OTHER KEY MANAGEMENT PERSONNEL
Dr José Iglesias
Ms Melanie Young
Dr Jens Mikkelsen
Mr Jack Moschakis
Chairman, Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive Officer and Managing Director
Chief Medical Officer
Chief Financial Officer, Company Secretary to 18 May 2015
Chief Scientific Officer (from 11 May 2015)
Legal Counsel (from 4 May 2015) and Company Secretary
(from 18 May 2015)
Except as noted, the above persons held their current position for the whole of the financial year and since the end of the
financial year.
2. Remuneration Policy
Non-Executive Director Remuneration Policy
Non-executive directors’ fees are reviewed regularly,
taking into account comparable remuneration data from
the biotechnology sector, with the most recent increase
having taken effect in 2012. Non-executive directors’
fees are determined within an aggregate directors’ fee
pool limit that is approved by shareholders. The current
aggregate non-executive directors’ fee pool limit is
$500,000 per annum and was approved by shareholders
on 14 November 2012. This amount (or some part of it)
is to be divided among the non-executive directors as
determined by the Board and reflecting the time and
responsibility related to the Board and committees. The
Group does not provide retirement allowances for its non-
executive directors.
The Chairman and non-executive directors’ fees are
$120,000 per annum and $65,000 per annum respectively,
inclusive of any statutory Australian superannuation
contributions. The Chairman of the Audit and Risk
Management Committee, Mr Trevor Tappenden,
received an additional $15,000 per annum inclusive of
superannuation for services relating to his Audit and
Risk Management Committee duties. Dr Errol De Souza
received an additional $39,000 per annum for being the
Chair of the Scientific Advisory Board during the year,
an increase of $24,000 compared to the prior year due
to the additional contribution in that role during the year.
The total fees paid to non-executive directors for the
year ended 30 June 2015 was $369,000 compared to the
aggregate directors’ fee pool limit of $500,000, leaving an
available limit of $131,000
Non-executive directors may receive share options at the
time of their initial appointment to the Board or at other
such times as approved by shareholders.
Any value that may be attributed to options issued to
non-executive directors is not included in the shareholder
approved aggregate limit of directors’ fees applying from
time to time.
Executive Remuneration Policy and Framework
The objective of the Group’s key management personnel
remuneration policy and framework is to ensure that
the Group can attract and retain high calibre executives
capable of managing the Group’s operations and achieving
the Group’s strategic objectives.
The executives total remuneration package framework
comprises:
¨Base pay and benefits, including superannuation and
other entitlements;
¨Performance incentives paid as share options or
cash; and
¨Equity awards through participation in the Bionomics
employee equity plans.
The combination of these comprises the executive key
management personnel’s total remuneration.
Base pay and benefit levels are reviewed annually and an
assessment made against market comparable positions.
The executive key management personnel’s base pay
and benefit levels may also be reviewed on promotion.
The Board reviews and approves the base pay, benefits,
incentive payments and equity awards of the Chief
24
Executive Officer and Managing Director and other key
management personnel directly reporting to the Chief
Executive Officer and Managing Director.
3. Relationship Between the Remuneration Policy
and Company Performance
The Company’s remuneration policy aligns executive
reward with the interests of shareholders. The primary
focus is on growth in shareholder value through
achievement of research, development, regulatory and
commercial milestones, and therefore performance
goals are not necessarily linked to financial performance
measures typical of companies operating in other
market segments. Share options and/or cash bonuses
are granted to executive key management personnel
based on their level of key performance indicator (KPI)
achievement. Achievement of KPIs should result in
increases in shareholder value. However, instead of
a cash award for KPI achievement (unless there are
exceptional circumstances) the Company provides
share options. Share options only have value if there
is an increase in shareholder value. That is further
improvement beyond the KPI achievement on which the
award is based is usually required to realise value. This is
typical of a biotechnology company in Bionomics’ lifecycle.
KPIs may include (but are not limited to) successful
negotiations of commercial contracts, achieving key
research, development and regulatory milestones, and
ensuring the availability of adequate capital to achieve
stated objectives.
Other factors taken into account in determining
remuneration include levels of remuneration in other
biotechnology companies, a demonstrated record of
performance, internal relativities, and the company’s
capacity to pay.
Base pay and benefits
Executives receive their base pay and benefits structured
as a Total Fixed Remuneration (TFR) package which may
be delivered as a combination of cash and prescribed
non-financial benefits at the executives’ discretion.
Superannuation (or local equivalent) is included in TFR.
There are no guaranteed base pay increases in any
executive contract. During the year there were increases
provided to the Chief Executive Officer and Managing
Director, Chief Medical Officer and Chief Financial Officer
based on the achievement of personal and corporate
KPIs.
Performance incentives
Executive service agreements typically do not include
pre-determined bonus or equity allocations, however
performance incentives in the form of cash or share
options may be awarded at the end of the performance
review cycle upon achievement of specific Board approved
(i) individual, and (ii) company-related KPIs with a
weighting of 50% each.
Following a performance evaluation against these
KPIs, the amount of possible incentive payable to each
executive is determined by the Board based on the CEO’s
recommendation.
The Board determine whether the incentive award
should be in share options or cash. The default award is
in share options, as this is in accord with the Company’s
philosophy that a continuum of KPI achievement pre
and post any award is required to progressively improve
shareholder value, and that options are an appropriate
payment vehicle because a reward is only realised if
there is further KPI achievement resulting in improved
shareholder value.
In exceptional circumstances, the Board will consider
cash payment instead of or in addition to an option award
if the executive:
¨already has significant shareholdings; and/or
¨resides in a country where an option award is
inappropriate due to local regulation or taxes; and/or
¨is likely to be in a position whereby the executive
may be unable to exercise options because of insider
knowledge and/or an extended blackout period; and/
or
¨the KPI achievement is, in the judgement of the
board, of such significance to materially position
the Company for further shareholder value
enhancement.
Performance incentives as practised by Bionomics are
best characterised as a hybrid short-term and long-term
incentive. That is, it has a look back element on what
was achieved in the financial year, and a look forward
element requiring enhanced shareholder value beyond
market expectations at the time of the award. The Board
considers this an appropriate approach for a company of
Bionomics’ size, nature and lifecycle.
The incentive structure is under active review to ensure it
remains effective.
Equity awards
Equity awards for executives and employees are provided
by a combination of equity plans that may include:
¨an Employee Share Plan;
¨an Employee Share Plan ($1,000 Plan); and
¨an Employee Share Option Plan.
Participation in these plans is at the Board’s discretion
and no individual has an ongoing contractual right to
participate in a plan or to receive any guaranteed benefits.
25
DIRECTOR’S REPORT
For key appointments, an initial allocation of equity may
be offered as a component of their initial employment
agreement. The structure of equity awards is under
the active review of the Board to ensure it meets good
corporate practice for a company of Bionomics’ size,
nature and company lifecycle.
Employee Share Plan
The Bionomics Employee Share Plan (ESP) was approved
by shareholders at the November 2014 Annual General
Meeting. It may involve the Company providing an
interest-free limited recourse loan to eligible employees
to purchase shares under this ESP. The Company takes
security over the Shares to secure repayment of the loan.
The purpose of this ESP is to provide eligible employees
with an incentive to remain with the Company and to
improve the longer-term performance of the Company
and its returns to shareholders. The issue price will be
determined by the Board at its sole discretion, with the
intention to base it on market value at the time. No shares
have been issued under this plan to date.
Employee Share Plan ($1,000 Plan)
All executives and staff, excluding directors, are eligible
to participate in the Bionomics Employee Share Plan
($1,000 Plan). The objective of the $1,000 Plan is to
assist in the attraction and retention of employees of the
company. An annual allocation of up to $1,000 of shares
may be granted and taxed on a concessional basis. Shares
are granted under the $1,000 Plan for no consideration
and are escrowed for 3 years while participants are
employed by the company. None were issued during the
year ended 30 June 2015 or since that date.
Employee Share Option Plan
Options may be granted under the Bionomics Limited
Employee Share Option Plan (ESOP) which was re-
approved by shareholders at the 2014 Annual General
Meeting. All executives and staff are eligible to participate
in the Plan. The objective of the Plan is to assist in
the recruitment, reward, retention and motivation of
employees of the company. Options are granted under
the Plan for no consideration. More particularly, the Plan
is utilised to award options to executives if they achieve
specified KPIs (unless cash is warranted – see above).
It may also be used for shareholder approved non-
executive director grants at the time of their appointment.
The exercise price of options granted under the Plan
must be not less than the market price at the time
the decision is made to invite a participant to apply for
options. The exercise price is calculated as the volume-
weighted average price (VWAP) of the shares in the 7 days
preceding the approval to grant the options.
Performance of Bionomics Limited
The broad corporate key performance indicators listed
at the beginning of this section, together with individual
KPIs relevant to each executive, are considered to be
appropriate drivers of growth in shareholder value and
were used by the Board in assessing the appropriate level
of incentives payable to each executive during the year.
Other than a sustained improvement in market
capitalisation relative to industry peers used as a basis for
benchmarking pay, there is no link between the base pay
determination and the Company’s financial performance
(specifically revenue and net (loss)/profit included in the
table below) or share price.
The calculation of the executive key management
personnel annual incentive award is set against the
achievement of specified milestones and targets approved
by the Board. Milestones and targets generally relate to:
¨Efficiently conducting the Company’s development
programs;
¨Executing Bionomics partnership strategy, both new
and existing;
¨Demonstrating the power of Bionomics’ discovery
capabilities; and
¨Maintaining adequate capital reserves.
These KPIs are established to support the Company
achieving its overall objectives. Executive key management
personnel have 50% of their performance incentives tied to
the achievement of corporate goals and the remaining 50%
is tied to the achievement of individual goals.
The Bionomics team achieved important milestones
directly related to their key performance indicators,
including:
¨Continued development of BNC210 through initiation
of Phase 1b and Phase 2 clinical trials and secured
funding for BNC210 development through Silicon
Valley Bank;
¨Progressed BNC101 towards a Phase 1 clinical
trial by completing IND enabling studies and GMP
manufacture;
¨Expanded Bionomics’ potential access to U.S.
analysts and investors; and
¨Strengthened the Multicore technology platform, our
capacity to identify drug candidates and our European
presence with the acquisition of Prestwick Chemical,
a premium provider of medicinal chemistry services
and smart screening libraries, in October 2014.
Achievement of these and associated KPIs may result in
incentive awards to executive key management personnel
in the future.
26
The tables below set out summary information about the consolidated entity’s earnings and movements in shareholder
wealth for the five years to 30 June 2015.
30 JUNE 2015
$
30 JUNE 2014
$
30 JUNE 2013
$
30 JUNE 2012
$
30 JUNE 2011
$
Revenue
6,827,277
19,921,506
3,724,169
6,834,709
4,071,798
Net Profit/(Loss) before tax
(17,277,206)
3,946,945
(9,963,175)
(3,328,896)
(10,106,903)
Net Profit/(Loss) after tax
(16,949,405)
3,206,616
(10,001,350)
(3,136,238)
(9,356,497)
30 JUNE 2015
CENTS
30 JUNE 2014
CENTS
30 JUNE 2013
CENTS
30 JUNE 2012
CENTS
30 JUNE 2011
CENTS
Share price at start of year
Share price at end of year
Dividends paid
Basic earnings per share
Diluted earnings per share
55.0
41.5
-
(4.0)
(4.0)
34.0
55.0
-
1.0
1.0
30.0
34.0
-
(2.7)
(2.7)
55.5
30.0
-
(0.9)
(0.9)
27.0
55.5
-
(2.9)
(2.9)
4. Remuneration of Key Management Personnel
The following tables show details of the remuneration received by the directors and the executive key management
personnel of the Group for the current and previous financial years.
DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL – 2015
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
LONG-TERM
EMPLOYEE
BENEFITS
SHARE-
BASED
PAYMENTS
CASH
SALARY
AND FEES
$
NON-
MONETARY
BENEFITS
$
SUPER-
ANNUATION
$
ANNUAL
AND LONG
SERVICE
LEAVE
$
109,589
73,059
104,000
65,000
483,799
433,530
165,721
47,247
45,788
-
-
-
-
73,221
-
12,126
-
-
1,527,733
85,347
10,411
6,941
-
-
18,783
-
16,895
-
3,131
56,161
-
-
-
-
17,483
5,496
6,780
-
3,960
33,719
OPTIONS
$
80,774
-
-
20,269
20,288
51,302
45,735
-
-
TOTAL
$
200,774
80,000
104,000
85,269
613,574
490,328
247,257
47,247
52,879
218,368
1,921,328
NAME
Mr Graeme Kaufman
Mr Trevor Tappenden
Dr Errol De Souza
Dr Jonathan Lim
Dr Deborah Rathjen1
Dr José Iglesias4
Ms Melanie Young
Dr Jens Mikkelsen2
Mr Jack Moschakis3
1 Included in Dr Rathjen’s cash salary and fees is a cash incentive of $60,000 received on 11 September 2014 having met
agreed performance criteria including execution of the Merck Option and License Agreement for the pain program
and the Merck Research Collaboration and Licensing Agreement for the cognition program, and consideration by the
Board (excluding Dr Rathjen) of the factors pertinent as to whether the award should be options or cash (see above).
During the year ended 30 June 2015 there has been no grant of a performance-related incentive that will affect future
reporting periods.
27
DIRECTOR’S REPORT
2 Dr Mikkelsen has been a Scientific Advisory Board consultant since 4 December 2012 and commenced consulting as
the Group’s Chief Scientific Officer on 11 May 2015.
3 Mr Moschakis commenced on 4 May 2015.
4 Dr Iglesias’ remuneration package is in Canadian dollars and the table above is translated into Australian dollars. In
local currency, the increase for the financial year ended 30 June 2015 was in line with other executive key management
personnel.
DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL – 2014
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
LONG-TERM
EMPLOYEE
BENEFITS
SHARE-
BASED
PAYMENTS
CASH
SALARY
AND FEES
$
NON-
MONETARY
BENEFITS
$
SUPER-
ANNUATION
$
ANNUAL
AND LONG
SERVICE
LEAVE
$
109,876
73,227
80,000
65,000
407,637
378,941
160,838
1,275,519
-
-
-
-
75,368
-
12,224
87,592
10,164
6,773
-
-
17,775
-
16,008
50,720
-
-
-
-
(366)
5,979
4,289
9,902
OPTIONS
$
76,509
-
-
23,305
17,892
51,387
42,742
TOTAL
$
196,549
80,000
80,000
88,305
518,306
436,307
236,101
211,835
1,635,568
NAME
Mr Graeme Kaufman
Mr Trevor Tappenden
Dr Errol De Souza
Dr Jonathan Lim
Dr Deborah Rathjen
Dr José Iglesias
Ms Melanie Young
Options are granted to directors and other key management personnel under the Bionomics ESOP, details of which are
set out in section 5 of this Remuneration Report.
No director or senior management person appointed during the period received a payment as part of their consideration
for agreeing to hold the position.
5. Key Terms of Service Agreements
Remuneration and other terms of employment for the Chief Executive Officer and Managing Director and the other
executive key management personnel are formalised in service agreements. Major provisions of the agreements
relating to remuneration are set out below:
Dr Deborah Rathjen, Chief Executive Officer and Managing Director
¨Term of agreement – 5 years commencing 15 October 2010.
¨Total remuneration package, to be reviewed annually by the Board.
¨Payment of termination benefit on early termination by the employer without cause equal to six months’ salary. In
the event of redundancy, purchase or merger of Bionomics by a third party resulting in a material diminution in
duties, an additional six months’ salary will be paid.
Dr José Iglesias, Chief Medical Officer
¨Term of agreement – open, commencing 1 November 2012.
¨Total remuneration package to be reviewed annually by the Chief Executive Officer & Managing Director and
approved by the Board.
¨Payment of termination benefit on early termination by the employer without cause equal to three months’ salary.
In the event of redundancy, purchase or merger of Bionomics by a third party resulting in a material diminution in
duties, six months’ salary will be paid.
28
Ms Melanie Young, Chief Financial Officer
¨Term of agreement – open, commencing 9 May 2011.
¨Total remuneration package to be reviewed annually by the Chief Executive Officer and Managing Director and
approved by the Board.
¨Payment of termination benefit on early termination by the employer without cause equal to three months’ salary.
In the event of redundancy, purchase or merger of Bionomics by a third party resulting in a material diminution in
duties, six months’ salary will be paid.
Dr Jens Mikkelsen, Chief Scientific Officer
¨Term of agreement – consultancy agreement, commencing 4 December 2012 and in this role on an open term
agreement commencing 11 May 2015.
¨Total remuneration package to be reviewed annually by the Chief Executive Officer and Managing Director and
approved by the Board.
¨Payment of termination benefit on early termination by the employer without cause equal to six months’ salary.
In the event of redundancy, purchase or merger of Bionomics by a third party resulting in a material diminution in
duties, six months’ salary will be paid.
Mr Jack Moschakis, Legal Counsel and Company Secretary
¨Term of agreement – open, commencing 4 May 2015.
¨Total remuneration package to be reviewed annually by the Chief Executive Officer and Managing Director and
approved by the Board.
¨Payment of termination benefit on early termination by the employer without cause equal to six months’ salary.
In the event of redundancy, purchase or merger of Bionomics by a third party resulting in a material diminution in
duties, six months’ salary will be paid.
Share-based payments
Share-based payment benefits are provided to employees via the Bionomics ESOP and the Bionomics Employee Share
Plan (ESP).
The market value of shares issued to employees for no cash consideration under the Employee Share Plan is recognised
as an employee benefits expense with a corresponding increase in equity when the employees become unconditionally
entitled to the shares.
The Bionomics ESOP and ESP was approved by the Board and Shareholders in 2014. Staff eligible to participate in the
plan are those who have been a full-time or part-time employee of the Group for a period of not less than six months or
a director of the Company.
Options are granted under the plan for no consideration and vest equally over five years, (other than options for incentive
awards – see below), provided a person remains employed subject to good leaver provisions (death, retrenchment or
retirement).
The amounts disclosed as remuneration relating to options are the assessed fair values at grant date of those options
allocated equally over the period from grant date to vesting date. Fair values at grant date are determined using a Black-
Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting criteria, the
impact of dilution, the share price at grant date, expected price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the option.
Incentive options are issued at the discretion of the Board and vest immediately. There are no subsequent performance
conditions attached to the options. The incentive payable to each executive is determined by the Board based on the
CEO’s recommendation. The incentive calculation is based 50% on the Company meeting corporate objectives and 50%
on the achievement of individual annual KPIs. The Company’s performance objectives are outlined in 3 above. The
executive’s KPIs are established with reference to their contribution to achieving the Company’s overall objectives.
29
DIRECTOR’S REPORT
The terms and conditions of each grant of options affecting remuneration of directors, other key management personnel
and any of the top five salaried officers in this or future reporting periods are as follows:
GRANT DATE
EXPIRY DATE
REVISED
EXERCISE PRICE
FAIR VALUE
PER OPTION AT
GRANT DATE
VESTING DATE
Granted in prior periods
November 2006
November 2008
November 2011
December 2011
August 2012
December 2012
June 2013
August 2013
December 2013
16 November 2015
16 November 2016
5 November 2015
5 November 2016
5 November 2017
7 August 2016
25 November 2016
25 November 2016
12 December 2017
12 December 2018
12 December 2019
12 December 2020
12 December 2021
1 August 2017
11 December 2017
11 December 2018
11 December 2019
11 December 2020
11 December 2021
11 December 2022
5 June 2019
5 June 2020
5 June 2021
5 June 2022
5 June 2023
12 August 2018
17 December 2018
11 December 2018
11 December 2019
11 December 2020
11 December 2021
11 December 2022
Granted in current period
October 2014
December 2014
15 October 2019
4 December 2019
$0.2976
$0.2976
$0.2976
$0.2976
$0.2976
$0.3692
$0.6116
$0.9186
$0.5156
$0.5156
$0.5156
$0.5156
$0.5156
$0.2846
$0.2846
$0.3176
$0.3176
$0.3176
$0.3176
$0.3176
$0.3873
$0.3873
$0.3873
$0.3873
$0.3873
$0.3301
$0.3301
$0.7224
$0.7224
$0.7224
$0.7224
$0.7224
$0.5643
$0.5643
$0.1867
16 November 2010
$0.1919
16 November 2011
$0.1488
5 November 2010
$0.1591
5 November 2011
$0.1683
5 November 2012
$0.1419
7 August 2011
$0.2181
25 November 2011
$0.0475
15 August 2012
$0.3348
12 December 2012
$0.3553
12 December 2013
$0.3730
12 December 2014
$0.3886
12 December 2015
$0.4025
12 December 2016
$0.1345
1 August 2012
$0.1614
11 December 2012
$0.1751
11 December 2013
$0.1871
11 December 2014
$0.1976
11 December 2015
$0.2070
11 December 2016
$0.2155
11 December 2017
$0.2035
$0.2179
$0.2306
$0.2423
$0.2526
$0.3811
5 June 2014
5 June 2015
5 June 2016
5 June 2017
5 June 2018
12 August 2013
$0.4647
17 December 2013
$0.3291
11 December 2013
$0.3598
11 December 2014
$0.3866
11 December 2015
$0.4105
11 December 2016
$0.4318
11 December 2017
$0.3523
15 October 2014
$0.2705
4 December 2014
30
Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one
ordinary share of Bionomics.
Details of options over ordinary shares in the Company provided as remuneration to each director and each of the other
key management personnel are set out below.
During the year, and since the end of the year, incentive options were issued to the following directors and other key
management personnel for the achievement in the prior year of Board-approved KPIs and individual KPIs (each
contributing 50%):
NAME
NUMBER
GRANTED
DATE
GRANTED
TOTAL FAIR
VALUE $
NUMBER
VESTED
% OF GRANT
VESTED
% OF GRANT
FORFEITED
Dr Deborah Rathjen1
75,000
4 Dec 2014
Dr José Iglesias1
63,500
15 Oct 2014
Ms Melanie Young1
63,500
15 Oct 2014
20,288
22,371
22,371
75,000
63,500
63,500
100%
100%
100%
-
-
-
1 The options vested immediately and were awarded following the achievement of performance objectives.
During the year, the following directors and other key management personnel exercised options that were granted to
them as part of their compensation.
NAME
Dr Deborah Rathjen
Mr Trevor Tappenden
Ms Melanie Young
NUMBER OF
OPTIONS
EXERCISED
NUMBER OF
ORDINARY SHARES
ISSUED
330,000
100,000
37,500
330,000
100,000
37,500
AMOUNT
PAID
$
121,836
29,760
10,673
AMOUNT
UNPAID
$
-
-
-
The following table summarises options that lapsed during the financial year to directors and other key management
personnel. During the financial year, these 440,000 options held by key management personnel in the below table could
not be exercised due to the requirement for an extended black-out (non-trading) period and consequently lapsed.
NAME
Dr Deborah Rathjen
Dr Errol De Souza
FINANCIAL YEAR IN WHICH
THE OPTIONS WERE GRANTED
November 2008
November 2008
NUMBER OF
OPTIONS LAPSED
340,000
100,000
Fully Paid Ordinary Shares of Bionomics Limited
BALANCE AT
1 JULY 2014
NUMBER
GRANTED AS
COMPENSATION
NUMBER
RECEIVED
ON EXERCISE
OF OPTIONS
NUMBER
NET OTHER
CHANGES
NUMBER
Mr Graeme Kaufman
Mr Trevor Tappenden
Dr Errol De Souza
Dr Jonathan Lim
Dr Deborah Rathjen
Dr José Iglesias
Ms Melanie Young
178,750
307,500
146,698
5,091,828
1,910,401
-
39,049
-
-
-
-
-
-
-
BALANCE
AT 30
JUNE 2015
NUMBER
BALANCE
HELD
NOMINALLY
NUMBER
178,750
352,500
146,698
-
207,500
-
5,091,828
5,091,828
-
-
100,000
(55,000)
-
-
-
-
330,000
40,000
2,280,401
1,134,500
-
37,500
-
-
-
76,549
-
-
31
DIRECTOR’S REPORT
Share options of Bionomics Limited
BALANCE
AT
1 JULY
2014
NUMBER
GRANTED
AS
COMPEN-
SATION
NUMBER
EXERCISED
NUMBER
OTHER
NUMBER
BALANCE
AT 30
JUNE
2015
NUMBER
BALANCE
VESTED AND
EXERCISABLE
AT 30
JUNE 2015
NUMBER
Mr Graeme Kaufman
1,000,000
Mr Trevor Tappenden
300,000
Dr Errol De Souza
Dr Jonathan Lim
400,000
500,000
Dr Deborah Rathjen
2,715,000
Dr José Iglesias
Ms Melanie Young
565,000
635,000
-
-
-
-
75,000
63,500
63,500
-
(100,000)
-
-
1,000,000
200,000
-
-
(100,000)
300,000
-
500,000
400,000
200,000
300,000
200,000
(330,000)
(340,000)
2,120,000
2,120,000
-
(37,500)
-
-
628,500
661,000
328,500
461,000
OPTIONS
VESTED
DURING
YEAR
NUMBER
200,000
-
-
100,000
75,000
163,500
163,500
All share options issued to key management personnel were made in accordance with the provisions of the employee
share option plan. The number granted in the above table and in total during the year was 0.05% and 0.5% respectively
of common shares outstanding.
During the financial year, 467,500 options were exercised by key management personnel at a weighted average exercise
price of $0.35 per option for 467,500 ordinary shares in Bionomics Limited. No amounts remain unpaid on the options
exercised during the financial year at year end.
Further details of the employee share option plan and of share options granted during the 2015 and 2014 financial years
are contained in Note 22 to the financial statements.
Other Transactions with Directors and Other Key Management Personnel
There were no other transactions with Directors or other key management personnel during the financial year.
OTHER INFORMATION
Shares Under Option
Information relating to shares under option is set out in section 4 of the Remuneration Report. The total number of
shares under option at 30 June 2015 was 9,798,480. This is 2.3% of common shares outstanding.
Shares Issued on the Exercise of Options
842,302 ordinary shares of Bionomics were issued during the year ended 30 June 2015 on the exercise of options
granted under the Bionomics ESOP.
Warrants
During the year the Company issued a warrant in connection with the USD loan (Note 18(v)) which is currently
exercisable at the discretion of the holder and is exchangeable for either 643,611 ordinary shares at a fixed price ($0.54)
or a lower number of shares for nil consideration, with the number of shares calculated on the basis of a formula which
takes into account the movement in the share price of the Company from the date of issue to date of exercise of the
warrant.
32
Insurance of Officers
During the financial year, the Company paid a premium to insure the Directors and Officers (D&O) of the Company.
Under the terms of this policy the premium paid by the Company is not permitted to be disclosed.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be
brought against the D&O in their capacity as D&O of the Company, and any other payments arising from liabilities
incurred by the D&O in connection with such proceedings, other than where such liabilities arise out of conduct involving
a wilful breach of duty by the D&O or the improper use by the D&O of their position or of information to gain advantage
for themselves or someone else or to cause detriment to the Company.
It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those
relating to other liabilities.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law,
indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a
liability incurred as such an officer or auditor.
Non-Audit Services
The Company may decide to employ the external auditor on assignments additional to their statutory audit duties where
the external auditor’s expertise and experience with the Group are important.
Details of the amounts paid to the external auditor for audit and non-audit services provided during the year are set out
in Note 28 to the financial statements.
The Board has considered the position and, in accordance with the advice received from the Audit and Risk Management
Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of
independence for external auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision
of non-audit services by the external auditor, as set out in Note 28 to the financial statements, did not compromise the
external auditor independence requirements of the Corporations Act 2001 for the following reasons:
¨all non-audit services have been reviewed by the Audit and Risk Management Committee to ensure they do not
impact the integrity, impartiality and objectivity of the external auditor; and
¨none of the services undermine the general principles relating to auditor independence as set out in Code of
Conduct APES 110, Code of Ethics for Professional Accountants, issued by the Accounting Professional & Ethical
Standards Board, including reviewing or auditing the external auditor’s own work, acting in a management or a
decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and
rewards.
External Auditor
Deloitte Touche Tohmatsu continues in office in accordance with section 327 of the Corporations Act 2001.
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out
on page 33.
This directors’ report is signed in accordance with a resolution of directors made pursuant to Section 298(2) of the
Corporations Act 2001.
Graeme Kaufman
Chairman
7 August 2015
Deborah Rathjen
Chief Executive Officer and Managing Director
7 August 2015
33
AUDITORS’ INDEPENDENCE DECLARATION
ANNUAL CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
34
TABLE OF CONTENTS
FINANCIAL STATEMENTS
PG 35 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
PG 36 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
PG 37 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
PG 38 CONSOLIDATED STATEMENT OF CASH FLOWS
PG 39 NOTES TO THE FINANCIAL STATEMENTS
PG 80 DIRECTORS’ DECLARATION
PG 81
INDEPENDENT AUDIT REPORT
This financial statement covers both Bionomics Limited (“Bionomics”) as an individual entity (Note 32) and the Group
consisting of Bionomics and its subsidiaries. A description of the nature of the Group’s operations and its principal
activities is included throughout the Annual Report and the Directors’ Report. The financial statement is presented
in Australian dollars.
Bionomics is a company limited by shares, incorporated and domiciled in Australia. It is listed on the Australian
Securities Exchange (ASX) (ASX:BNO) and its registered office is 31 Dalgleish Street, Thebarton, SA 5031.
Through the internet, we have ensured that our corporate reporting is timely, complete and available globally at
minimum cost to the company. All press releases, financial statements and other information are available on our
website www.bionomics.com.au.
35
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
CONTINUING OPERATIONS
Revenue
Other income
EXPENSES
Research and development expenses
Administration expenses
Occupancy expenses
Compliance expenses
Loss on disposal of assets
Finance expenses
(LOSS)/PROFIT BEFORE TAX
Income tax benefit/(expense)
(LOSS)/PROFIT AFTER TAX
OTHER COMPREHENSIVE INCOME, NET OF INCOME TAX
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR
(Loss)/Profit attributable to:
Owners of the Company
NOTE
30 JUNE 2015
$
30 JUNE 2014
$
5
5
6
7
6,827,277
9,789,128
19,357,932
8,188,064
(23,181,790)
(5,730,169)
(2,922,779)
(1,186,978)
(8,063)
(863,832)
(17,277,206)
327,801
(16,949,405)
(17,785,002)
(2,666,597)
(1,927,483)
(603,702)
(6,765)
(609,502)
3,946,945
(740,329)
3,206,616
3,312,600
(13,636,805)
(355,014)
2,851,602
(13,636,805)
2,851,602
EARNINGS PER SHARE FROM CONTINUING OPERATIONS
Basic (Loss)/Earnings per share
Diluted (Loss)/Earnings per share
NOTE
2015
30
30
($0.04)
(4 cents)
($0.04)
(4 cents)
2014
$0.01
1 cent
$0.01
1 cent
THE ABOVE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTES.
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION AS AT 30 JUNE 2015
36
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other financial assets
Inventories
Research and development incentives receivable
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Goodwill
Other intangible assets
Other financial assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Provisions
Other financial liabilities
Other liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Other payables
Borrowings
Provisions
Deferred tax liability
Contingent consideration
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Capital
Reserves
Accumulated losses
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
NOTE
30 JUNE 2015
$
30 JUNE 2014
$
8
10
9
11
12
14
15
16
9
17
18
19
21
20
17
18
19
7
33
22
23
26,558,006
1,063,680
550,000
409,891
8,005,399
1,293,932
37,880,908
3,450,555
10,488,633
16,927,619
384,000
31,250,807
69,131,715
6,465,626
5,460,133
1,582,239
122,544
75,362
13,705,904
140,758
9,317,373
91,168
5,634,395
8,276,292
23,459,986
37,165,890
31,965,825
9,567,307
20,989,654
550,000
83,423
7,501,256
442,428
39,134,068
828,361
9,488,432
15,225,756
384,000
25,926,549
65,060,617
4,088,054
788,600
1,186,482
-
3,267,589
9,330,725
260,794
505,641
108,320
4,340,443
5,696,087
10,911,285
20,242,010
44,818,607
111,990,220
6,542,653
(86,567,048)
31,965,825
111,721,671
2,714,579
(69,617,643)
44,818,607
THE ABOVE CONSOLIDATED STATEMENT OF FINANCIAL POSITION SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTES. 37
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$
SHARE-
BASED
PAYMENTS
RESERVE
$
ISSUED
CAPITAL
$
ACCUMULATED
LOSSES
$
TOTAL
$
BALANCE AT 1 JULY 2013
111,309,010
1,248,628
1,670,042
(72,824,259)
41,403,421
Profit for the period
Exchange differences on translation
of foreign operations
Total comprehensive income
Recognition of share-based
payments
Issue of ordinary shares under
Employee Share Option Plan
-
-
-
-
412,661
-
(355,014)
(355,014)
-
-
-
3,206,616
3,206,616
-
(355,014)
3,206,616
2,851,602
-
-
150,923
-
-
-
150,923
412,661
BALANCE AT 30 JUNE 2014
111,721,671
893,614
1,820,965
(69,617,643)
44,818,607
Loss for the period
Exchange differences on translation
of foreign operations
Total comprehensive income
Recognition of share-based
payments
Issue of ordinary shares under
Employee Share Option Plan
-
-
-
-
268,549
-
3,312,600
3,312,600
-
-
-
(16,949,405)
(16,949,405)
-
3,312,600
(16,949,405)
(13,636,805)
-
-
515,474
-
-
-
515,474
268,549
BALANCE AT 30 JUNE 2015
111,990,220
4,206,214
2,336,439
(86,567,048)
31,965,825
THE ABOVE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTES.
CONSOLIDATED STATEMENT
OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
38
CASH FLOWS FROM OPERATING ACTIVITIES
Research and Development Incentives received
Receipts from customers
Payments to suppliers and employees
Interest Paid
NET CASH GENERATED BY/(USED IN)
OPERATING ACTIVITIES
NOTE
2015
$
2014
$
7,796,611
27,502,747
(29,620,018)
(743,222)
7,004,342
3,511,431
(23,345,311)
(87,236)
29(b)
4,936,118
(12,916,774)
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
Payments for purchases of property, plant and equipment
Acquisition of Prestwick business
34
NET CASH (USED IN)/GENERATED BY INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings
Proceeds from borrowings
Net proceeds from share issues
NET CASH GENERATED BY FINANCING ACTIVITIES
940,607
(846,258)
(391,136)
(296,787)
(667,620)
12,688,036
268,549
12,288,965
567,329
(216,598)
-
350,731
(139,332)
339,739
412,661
613,068
NET INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS
Cash and cash equivalents at the beginning of the financial
year
Effects of exchange rate changes on the balance of cash
held in foreign currencies
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
29(a)
16,928,296
(11,952,975)
9,567,307
21,518,089
16,930
26,512,533
2,193
9,567,307
THE ABOVE CONSOLIDATED STATEMENT OF CASH FLOWS SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTES.
39
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
TABLE OF CONTENTS
40
40
50
51
53
54
54
56
57
57
58
58
58
58
59
60
61
61
62
62
62
62
67
67
72
73
74
74
75
76
76
77
78
78
79
NOTE 1: GENERAL INFORMATION
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
NOTE 4: SEGMENT INFORMATION
NOTE 5: REVENUE AND OTHER INCOME
NOTE 6: EXPENSES
NOTE 7: INCOME TAXES
NOTE 8: CASH AND CASH EQUIVALENTS
NOTE 9: OTHER FINANCIAL ASSETS
NOTE 10: TRADE AND OTHER RECEIVABLES
NOTE 11: INVENTORIES
NOTE 12: OTHER ASSETS
NOTE 13: SUBSIDIARIES
NOTE 14: PROPERTY, PLANT AND EQUIPMENT
NOTE 15: GOODWILL
NOTE 16: OTHER INTANGIBLE ASSETS
NOTE 17: TRADE AND OTHER PAYABLES
NOTE 18: BORROWINGS
NOTE 19: PROVISIONS
NOTE 20: OTHER LIABILITIES
NOTE 21: OTHER FINANCIAL LIABILITIES
NOTE 22: ISSUED CAPITAL
NOTE 23: RESERVES
NOTE 24: FINANCIAL INSTRUMENTS
NOTE 25: KEY MANAGEMENT PERSONNEL COMPENSATION
NOTE 26: COMMITMENTS FOR EXPENDITURE
NOTE 27: EVENTS OCCURRING AFTER REPORTING DATE
NOTE 28: REMUNERATION OF AUDITORS
NOTE 29: CASH FLOW INFORMATION
NOTE 30: EARNINGS PER SHARE
NOTE 31: RELATED PARTY TRANSACTIONS
NOTE 32: PARENT ENTITY INFORMATION
NOTE 33: CONTINGENT CONSIDERATION
NOTE 34: BUSINESS COMBINATIONS - ACQUISITION OF PRESTWICK CHEMICAL
NOTE 35: CONTINGENT LIABILITIES
40
directly observable or estimated using another valuation
technique. In estimating the fair value of an asset or a
liability, the Group takes into account the characteristics
of the asset or liability if market participants would
take those characteristics into account when pricing
the asset or liability at measurement date. Fair value
for measurement and/or disclosure purposes in these
consolidated financial statements is determined on such
a basis, except for share-based payment transactions
that are within the scope of AASB 2 (IFRS 2), leasing
transactions that are within the scope of AASB 117 (IAS
17), and measurements that have some similarities to fair
value but are not fair value, such as net realisable value in
AASB 2 (IFRS 2) or value in use in AASB 136 (IAS 36).
In addition, for financial reporting purposes, fair value
measurements are categorised into Level 1, 2 or 3
based on the degree to which inputs to the fair value
measurements are observable and the significance of the
inputs to the fair value measurement in its entirety, which
are described as follows:
¨Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities that the
entity can access at measurement date;
¨Level 2 inputs are inputs, other than quoted prices
included within Level 1, that are observable for that
asset or liability, either directly or indirectly; and
¨Level 3 inputs are unobservable inputs for the asset
or liability.
Application of New and Revised Accounting Standards
In the current year, the consolidated entity has adopted
all of the new and revised Standards and Interpretations
issued by the Australian Accounting Standards Board (the
AASB) that are relevant to its operations and effective
for the current annual reporting period. The adoption
of these new and revised Standards and Interpretations
has resulted in no significant changes to the consolidated
entity’s accounting policies.
Standards and Interpretations in issue not yet adopted
At the date of authorisation of the financial report, a
number of Standards and Interpretations were in issue
but not yet effective.
NOTE 1: GENERAL INFORMATION
Bionomics Limited (the Company) is a listed public
company incorporated in Australia. The address of its
registered office and principal place of business is as
follows:
31 Dalgleish Street
Thebarton, South Australia, 5031
Tel: 08 8354 6100
Principal Activities
The principal activities of the Company and its controlled
entities (the Group) during the period include the
discovery and development of novel drug candidates
focused on the treatment of serious central nervous
system disorders and cancer by leveraging proprietary
platform technologies.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
This financial report includes the consolidated financial
statements and notes of the Group.
Statement of Compliance
These financial statements are general purpose financial
statements which have been prepared in accordance with
the Corporations Act 2001, Accounting Standards and
Interpretations, and comply with other requirements of
the law.
The financial statements comprise the consolidated
financial statements of the Group. For the purposes of
preparing the consolidated financial statements, the
Company is a for-profit entity.
Accounting Standards include Australian Accounting
Standards (AASB). Compliance with AASB ensures that
the financial statements and notes of the company and
the Group comply with International Financial Reporting
Standards (IFRS).
The financial statements were authorised for issue by the
directors on 7 August 2015.
Basis of Preparation
The consolidated financial statements have been
prepared on the basis of historical cost, except for certain
non-current assets and financial instruments that are
measured at revalued amounts or fair values at the end
of each reporting period, as explained in the accounting
policies below. Historical cost is generally based on the
fair values of the consideration given in exchange for
assets. All amounts are presented in Australian dollars
unless otherwise noted.
Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date, regardless of whether that price is
41
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
Initial application of the following standards will not affect any of the amounts recognised in the financial report, but will
change the disclosures presently made in relation to the financial report of the consolidated entity:
STANDARD
EFFECTIVE
FOR ANNUAL
REPORTING
PERIODS
BEGINNING
ON OR AFTER
EXPECTED TO BE
INITIALLY APPLIED
IN THE FINANCIAL
YEAR ENDING
AASB 9 ‘Financial Instruments’, and the relevant amending standards
1 January 2018
30 June 2019
AASB 2014-4 ‘Amendments to Australian Accounting Standards –
Clarification of Acceptable Methods of Depreciation and Amortisation’
AASB 15 ‘Revenue from Contracts with Customers’ and AASB 2014-5
‘Amendments to Australian Accounting Standards arising from AASB 15’
AASB 2015-1 ‘Amendments to Australian Accounting Standards –
Annual Improvements to Australian Accounting Standards 2012-2014
Cycle’
AASB 2015-2 ‘Amendments to Australian Accounting Standards –
Disclosure Initiative: Amendments to AASB 101’
AASB 2015-3 ‘Amendments to Australian Accounting Standards
arising from Withdrawal of AASB 1031 Materiality’
AASB 2015-5 ‘Amendments to Australian Accounting Standards –
Investment Entities: Applying the Consolidation Exception’
1 January 2016
30 June 2017
1 January 2019
30 June 2020
1 January 2016
30 June 2017
1 January 2016
30 June 2017
1 July 2015
30 June 2016
1 January 2016
30 June 2017
Impact of new and revised requirements
Management is currently assessing the potential impact of the following standards:
AASB 9 (IFRS 9) ‘Financial Instruments’ (December 2009), and the relevant amending standards
AASB 9 (IFRS 9) introduces new requirements for classifying and measuring financial assets, as follows:
¨Debt instruments meeting both a ‘business model’ test and a ‘cash flow characteristics’ test are measured at
amortised cost (the use of fair value is optional in some limited circumstances).
¨Investments in equity instruments can be designated as ‘fair value through other comprehensive income’ with only
dividends being recognised in profit or loss.
¨All other instruments (including all derivatives) are measured at fair value with changes recognised in the profit or
loss.
¨The concept of ‘embedded derivatives’ does not apply to financial assets within the scope of the Standard and the
entire instrument must be classified and measured in accordance with the above guidelines.
Through AASB 2013-9, (IFRS 9) a new hedge accounting model has been put in place that is designed to be more
closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk
exposures.
AASB 9 (IFRS 9) ‘Financial Instruments’ (December 2010), and the relevant amending standards
A revised version of AASB 9 (IFRS 9) incorporating revised requirements for the classification and measurement of
financial liabilities, and carrying over of the existing derecognition requirements from AASB 139 (IAS 39) Financial
Instruments: Recognition and Measurement.
The revised financial liability provisions maintain the existing amortised cost measurement basis for most liabilities.
New requirements apply where an entity chooses to measure a liability at fair value through profit or loss – in these
cases, the portion of the change in fair value related to changes in the entity’s own credit risk is presented in other
comprehensive income rather than within profit or loss.
Through AASB 2013-9 (IFRS 9), a new hedge accounting model has been put in place that is designed to be more
closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk
exposures.
42
AASB 9 (IFRS 9) ‘Financial Instruments’ (December
2014), and the relevant amending standards
The final version of AASB 9 (IFRS 9) brings together
the classification and measurement, impairment and
hedge accounting phases of the IASB’s project to replace
AASB 139 (IAS 39) Financial Instruments: Recognition
and Measurement. This version adds a new expected
loss impairment model and limited amendments to
classification and measurement for financial assets.
This new version supersedes AASB 9 (IFRS 9) (December
2009) and AASB 9 (IFRS 9) (December 2010). The new
version of AASB 9 (IFRS 9) includes:
¨requirements for impairment of financial assets; and
¨limited amendments to classification and
measurement of financial assets, including
introduction of a measurement category of ‘fair
value through other comprehensive income’ for debt
instruments.
Note: Several versions of AASB 9 (IFRS 9) currently exist
due to the issuance of the Standard over several years.
In summary:
¨the mandatory effective date of AASB 9 (IFRS 9) (all
versions) and the related consequential amendments
is annual periods beginning on or after 1 January
2018; and
¨either AASB 9 (IFRS 9) (December 2009) or AASB
9 (IFRS 9) (December 2010) can be early adopted
if adopted with an initial application date before 1
February 2015, however after this period only AASB 9
(IFRS 9) (December 2014) can be early adopted.
AASB 15 (IFRS 15) ‘Revenue from Contracts with
Customers’ and AASB 2014-5 ‘Amendments to Australian
Accounting Standards arising from AASB 15’
AASB 15 (IFRS 15) outlines a single comprehensive model
for entities to use in accounting for revenue arising from
contracts with customers; and replaces AASB 111 (IAS
11) Construction Contracts, AASB 118 (IAS 18) Revenue,
Interpretation 13 Customer Loyalty Programmes,
Interpretation 15 Agreements for the Construction of
Real Estate, Interpretation 18 Transfers of Assets from
Customers, and Interpretation 131 Revenue-Barter
Transactions Involving Advertising Services.
The core principle is that an entity recognises revenue
to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for
those goods or services.
AASB 2014-4 Amendments to Australian Accounting
Standards – Clarification of Acceptable Methods of
Depreciation and Amortisation
Amends AASB 116 (IAS 16) Property, Plant and
Equipment and AASB 138 (IAS 38) Intangible Assets to
provide additional guidance on how the depreciation
or amortisation of property, plant and equipment and
intangible assets should be calculated.
AASB 2015-1 ‘Amendments to Australian Accounting
Standards – Annual Improvements to Australian
Accounting Standards 2012-2014 Cycle’ (‘Annual
Improvements to IFRSs 2012-2014 Cycle’)
Amends a number of pronouncements as a result of the
IASB’s 2012-2014 annual improvements cycle.
Key amendments include:
¨AASB 5 (IFRS 5) – Change in methods of disposal;
¨AASB 7 (IFRS 7) – Servicing contracts and
applicability of the amendments to AASB 7 to
condensed interim financial statements;
¨AASB 119 (IAS 19) – Discount rate: regional market
issue; and
¨AASB 134 (IAS 34) – Disclosure of information
‘elsewhere in the interim financial report’.
AASB 2015-2 Amendments to Australian Accounting
Standards – Disclosure Initiative: Amendments to AASB
101
Amends AASB 101 Presentation of Financial Statements
to provide clarification regarding the disclosure
requirements in AASB 101.
Includes narrow-focus amendments to address concerns
about existing presentation and disclosure requirements
and to ensure entities are able to use judgements when
applying a Standard in determining what information to
disclose in their financial statements.
AASB 2015-3 Amendments to Australian Accounting
Standards arising from the Withdrawal of AASB 1031
Materiality Completes the withdrawal of references to
AASB 1031 in all Australian Accounting Standards and
Interpretations, allowing that Standard to effectively be
withdrawn.
43
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
AASB 2015-5 (IFRS 10 and IFRS 12) Amendments to
Australian Accounting Standards – Investment Entities:
Applying the Consolidation Exception
Amends AASB 10 (IFRS 10) Consolidated Financial
Statements, AASB 12 (IFRS 12) Disclosures of Interests
in Other Entities and AASB 128 (IAS 28) Investments in
Associates and Joint Ventures, to:
¨confirm that the exemption from preparing
consolidated financial statements set out in
paragraph 4(a) of AASB 10 (IFRS 10) is available to
a parent entity that is a subsidiary of an investment
entity;
¨clarify the applicability of AASB 12 (IFRS 12) to the
financial statements of an investment entity; and
¨introduce relief in AASB 128 (IAS 28) to permit a
non-investment entity investor in an associate or joint
venture that is an investment entity to retain the fair
value through profit or loss measurement applied by
the associate or joint venture to its subsidiaries.
Accounting Policies
The following significant accounting policies have been
adopted in the preparation and presentation of the financial
report.
(a) Basis of Consolidation
The consolidated financial statements incorporate
the financial statements of the Company and entities
controlled by the Company and its subsidiaries. Control is
achieved when the Company:
¨has power over the investee;
¨is exposed, or has rights, to variable returns from its
involvement with the investee; and
¨has the ability to use its power to affect its returns.
Consolidation of a subsidiary begins when the Company
obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary. Specifically,
income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated
statement of profit or loss and other comprehensive
income from the date the Company gains control until the
date when the Company ceases to control the subsidiary.
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 intragroup assets and liabilities, equity, income,
expenses and cash flows relating to transactions
between members of the Group are eliminated in full on
consolidation.
(b) Foreign Currencies
The individual financial statements of each group entity
are presented in the currency of the primary economic
environment in which the entity operates (its functional
currency). For the purpose of the consolidated financial
statements, the results and financial position of each
group entity are expressed in Australian dollars (‘$’),
which is the functional currency of the Company and
the presentation currency for the consolidated financial
statements.
In preparing the financial statements of each individual
group entity, transactions in currencies other than the
entity’s functional currency (foreign currencies) are
recognised at the rates of exchange prevailing at the dates
of the transactions. At the end of each reporting period,
monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date. Non-
monetary items carried at fair value that are denominated
in foreign currencies are retranslated at the rates
prevailing at the date when the fair value was determined.
Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised
in profit or loss in the period in which they arise except for
exchange differences on monetary items receivable from
or payable to a foreign operation for which settlement is
neither planned nor likely to occur (therefore forming part
of the net investment in the foreign operation), which are
recognised initially in other comprehensive income and
reclassified from equity to profit or loss on repayment of
the monetary items.
For the purpose of presenting these consolidated
financial statements, the assets and liabilities of the
Group’s foreign operations are translated into Australian
dollars using exchange rates prevailing at the end of
the reporting period. Income and expense items are
translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognised in
other comprehensive income and accumulated in equity.
Goodwill and fair value adjustments to identifiable assets
acquired and liabilities assumed through acquisition of
a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the rate of
exchange prevailing at the end of each reporting period.
Exchange differences arising are recognised in other
comprehensive income and accumulated in equity.
44
(c) Revenue Recognition
Revenue is recognised when the amounts of the revenue
can be measured reliably, it is probable that economic
benefits associated with the transaction will flow to the
entity and specific criteria related to the type of revenues
has been satisfied. The Group enters into collaboration
agreements that comprise of up front payments in
connection with out-licensing activities and research
funding, milestone payments based on development
achieved by our collaborators, sales and royalties
based on net sales. For these agreements, the Group
applies revenue recognition criteria to the separately
identifiable components of a single transaction. The total
arrangement consideration is allocated to separately
identifiable components by reference to their fair values.
Revenue for the periods presented included license
revenues, contract services revenues, and rental income.
(i) License revenues in connection with out-licensing
of the Group’s patents and other intellectual
property to our collaborators are recognised when
the following criteria have been met:
¨The Group has transferred to the buyer the
significant risks and rewards of ownership
of the patents and intellectual property, and
¨The Group does not retain either the
continuing managerial involvement to the
degree usually associated with ownership
or the effective control over the patent and
intellectual property.
Where the above criteria are not met, up-front
payments received in connection with out-
licensing activities would be deferred. All up-
front license payments so far received have been
recognised upon receipt.
(ii) For milestone receipts the Group’s collaboration
partners may be obligated to make certain
payments as they achieve certain specified
milestones in the further development of the
licensed property. To date no such milestone
receipts have been received.
(iii) Contract service revenue relates to the provision
of scientific services for a fee and is recognised
when the services are rendered. The Group’s
collaboration agreements contemplate its
involvement in the ongoing research and
development of its partnered drug candidates,
for which the Group is paid fees for the services
rendered. Revenue from such contracts to
provide services is recognised as services are
being rendered. In addition, the Group may enter
into separate arrangements to undertake certain
contract services work for a fee and such fees are
recognised by reference to the proportion of the
total cost of performing the services to the total
fee.
(iv) Rental income is recognised on a straight line
basis over the term of the lease.
(d) Government Research and Development Incentives
Government grants, including Research and Development
incentives, are recognised at fair value where there is
reasonable assurance that the grant will be received and
all grant conditions will be met.
Grants relating to cost reimbursements are recognised
as other income in profit or loss in the period when the
costs were incurred or when the incentive meets the
recognition requirements (if later).
(e) Income Tax
Income tax expense represents the sum of the tax
currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for
the year. Taxable profit differs from profit before tax as
reported in the consolidated statement of profit or loss
and other comprehensive income because of items of
income or expense that are taxable or deductible in other
years and items that are never taxable or deductible. The
Group’s current tax is calculated using tax rates that have
been enacted or substantively enacted by the end of the
reporting period.
Deferred tax
Deferred tax is recognised on temporary differences
between the carrying amounts of assets and liabilities
in the consolidated financial statements and the
corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it is
probable that taxable profits will be available against
which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not
recognised if the temporary difference arises from the
initial recognition (other than in a business combination)
of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit. In
addition, deferred tax liabilities are not recognised if the
temporary difference arises from the initial recognition of
goodwill.
45
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
Deferred tax assets and liabilities are measured at
the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based
on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets
reflects the tax consequences that would follow from
the manner in which the Group expects, at the end of the
reporting period, to recover or settle the carrying amount
of its assets and liabilities.
(f) Business Combinations
Acquisitions of businesses are accounted for using the
acquisition method. The consideration transferred in a
business combination is measured at fair value which is
calculated as the sum of the acquisition-date fair values of
assets transferred by the Group, liabilities incurred by the
Group to the former owners of the acquiree and the equity
instruments issued by the Group in exchange for control
of the acquiree. Acquisition-related costs are recognised
in profit or loss as incurred.
Deferred tax liabilities and assets are offset when there
is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to
income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and
liabilities on a net basis.
Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss,
except when they relate to items that are recognised in
other comprehensive income or directly in equity, in which
case the current and deferred tax are also recognised
in other comprehensive income or directly in equity,
respectively. Where current tax or deferred tax arises
from the initial accounting for a business combination, the
tax effect is included in the accounting for the business
combination.
(i) Tax Consolidation Legislation
Bionomics and its wholly-owned Australian controlled
entities have implemented the tax consolidation
legislation effective 31 December 2005.
The head entity, Bionomics, and the controlled entities in
the tax consolidated group account for their own current
and deferred tax amounts. These tax amounts are
measured as if each entity in the tax consolidated group
continues to be a stand-alone taxpayer in its own right.
In addition to its own current and deferred tax amounts,
Bionomics also recognises the current tax liabilities
(or assets) and the deferred tax assets arising from
unused tax losses and unused tax credits assumed from
controlled entities in the tax consolidated group.
Assets or liabilities arising under tax funding agreements
with the tax consolidated entities are recognised as
amounts receivable from or payable to other entities in
the group.
Any difference between the amounts assumed and
amounts receivable or payable under the tax funding
agreement are recognised as a contribution to (or
distribution from) wholly-owned tax consolidated entities.
At the acquisition date, the identifiable assets acquired
and the liabilities assumed are recognised at their fair
value, except that:
¨deferred tax assets or liabilities and assets or
liabilities related to employee benefit arrangements
are recognised and measured in accordance with
AASB 112 (IAS 12) ‘Income Taxes’ and AASB 119 (IAS
19) ‘Employee Benefits’ respectively;
¨liabilities or equity instruments related to share-
based payment arrangements of the acquiree or
share-based payment arrangements of the Group
entered into to replace share-based payment
arrangements of the acquiree are measured in
accordance with AASB 2 (IFRS 2) ‘Share-based
Payment’ at the acquisition date; and
¨assets (or disposal groups) that are classified as
held for sale in accordance with AASB 5 (IFRS 5)
‘Non-current Assets Held for Sale and Discontinued
Operations’ are measured in accordance with that
Standard.
Goodwill is measured as the excess of the sum of the
consideration transferred, the amount of any non-
controlling interests in the acquiree, and the fair value
of the acquirer’s previously held equity interest in the
acquiree (if any) over the net of the acquisition-date
amounts of the identifiable assets acquired and the
liabilities assumed. If, after reassessment, the net of
the acquisition-date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum of
the consideration transferred, the amount of any non-
controlling interests in the acquiree and the fair value of
the acquirer’s previously held interest in the acquiree (if
any), the excess is recognised immediately in profit or loss
as a gain on bargain purchase.
Where the consideration transferred by the Group in
a business combination includes assets or liabilities
resulting from a contingent consideration arrangement,
the contingent consideration is measured at its
acquisition-date fair value. Changes in the fair value of
the contingent consideration that qualify as measurement
period adjustments are adjusted retrospectively, with
corresponding adjustments against goodwill.
46
Measurement period adjustments are adjustments that
arise from additional information obtained during the
‘measurement period’ (which cannot exceed one year
from the acquisition date) about facts and circumstances
that existed at the acquisition date.
The subsequent accounting for changes in the fair
value of contingent consideration that do not qualify
as measurement period adjustments depends on how
the contingent consideration is classified. Contingent
consideration that is classified as equity is not
remeasured at subsequent reporting dates and its
subsequent settlement is accounted for within equity.
Contingent consideration that is classified as an asset
or liability is remeasured at subsequent reporting
dates in accordance with AASB 139 (IFRS 39), or AASB
137 (IFRS 37) ‘Provisions, Contingent Liabilities and
Contingent Assets’ respectively, as appropriate, with the
corresponding gain or loss being recognised in profit or
loss, respectively.
If the initial accounting for a business combination is
incomplete by the end of the reporting period in which
the combination occurs, the Group reports provisional
amounts for the items for which the accounting is
incomplete. Those provisional amounts are adjusted
during the measurement period (see above), or additional
assets or liabilities are recognised, to reflect new
information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would
have affected the amounts recognised as of that date.
(g) Impairment of Tangible and Intangible Assets
Other than Goodwill
At the end of each reporting period, the Group reviews
the carrying amounts of its tangible and intangible
assets to determine whether there is any indication
that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent
of the impairment loss (if any). When it is not possible
to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of
the cash generating unit to which the asset belongs.
When a reasonable and consistent basis of allocation
can be identified, corporate assets are also allocated to
individual cash generating units, or otherwise they are
allocated to the smallest group of cash generating units
for which a reasonable and consistent allocation basis can
be identified.
A Cash Generating Unit (CGU) is the smallest identifiable
group of assets that generates cash flow that are
largely independent of cash flows from other assets or
group of assets. The cash generating units are defined
as a research program that has the potential to be
commercialised at some point in the future. Achievement
of certain milestones within the research program will
determine when a CGU comes into existence.
Intangible assets with indefinite useful lives are tested for
impairment at least annually, and whenever there is an
indication that the asset may be impaired.
Recoverable amount is the higher of fair value less
costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects
current market assessments of the time value of money
and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or cash generating unit) is
reduced to its recoverable amount. An impairment loss
is recognised immediately in profit or loss, unless the
relevant asset is carried at a revalued amount, in which
case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (or cash generating unit)
is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been
determined had no impairment loss been recognised
for the asset (or cash generating unit) in prior years. A
reversal of an impairment loss is recognised immediately
in profit or loss, unless the relevant asset is carried at
a revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase.
(h) Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short
term, highly liquid investments with original maturities
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 and bank overdrafts.
Bank overdrafts are shown within borrowings in current
liabilities on the consolidated statement of financial
position.
(i) Inventories
Consumables are stated at the lower of cost and net
realisable value.
47
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
(j) Property, Plant and Equipment
Land is stated at cost less any impairment losses if
applicable and is not depreciated.
Interest income is recognised by applying the effective
interest rate, except for short term receivables when
the effect of discounting is immaterial.
Building, plant and equipment are stated at cost less
accumulated depreciation or accumulated impairment
losses, where applicable.
Depreciation is recognised so as to write off the cost of
assets less their residual values over their useful lives,
using the diminishing value or straight-line methods,
depending on the type of asset. The estimated useful
lives, residual values and depreciation method are
reviewed at the end of each reporting period.
The depreciation rates for each class of depreciable
assets are:
¨buildings
¨plant and equipment
¨equipment under lease
25 years
20 – 40%
3 – 5 years
An item of property, plant and equipment is derecognised
upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset.
Any gain or loss arising on the disposal or retirement of
an item of property, plant and equipment is determined
as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in profit
or loss.
(k) Financial Assets
Financial assets are classified into the following
specified categories: ‘held-to-maturity’ investments and
‘receivables’. The classification depends on the nature and
purpose of the financial assets and is determined at the
time of initial recognition. All regular way purchases or
sales of financial assets are recognised and derecognised
on a trade date basis. Regular way purchases or sales
are purchases or sales of financial assets that require
delivery of assets within the time frame established by
regulation or convention in the marketplace.
(i) Held-to-maturity Investments
Bills of exchange and debentures with fixed or
determinable payments and fixed maturity dates
that the Group has the positive intent and ability to
hold to maturity are classified as held-to-maturity
investments. Held-to-maturity investments are
measured at amortised cost using the effective interest
method less any impairment.
(ii) Receivables
Trade receivables and other receivables that have fixed
or determinable payments that are not quoted in an
active market are classified as ‘receivables’.
(iii) Impairment of Financial Assets
Financial assets, other than those at fair value through
profit or loss, are assessed for indicators of impairment
at each reporting date. Financial assets are impaired
where there is objective evidence that as a result
of one or more events that occurred after the initial
recognition of the financial asset the estimated future
cash flows of the investment have been impacted.
For financial assets carried at amortised cost, the
amount of the impairment is the difference between
the asset’s carrying amount and the present value of
estimated future cash flows, discounted at the original
effective interest rate.
The carrying amount of financial assets including
uncollectible trade receivables is reduced by the
impairment loss through the use of an allowance
account. Subsequent recoveries of amounts previously
written off are credited against the allowance account.
Changes in the carrying amount of the allowance
account are recognised in profit or loss.
(l) Intangible Assets
(i) Intellectual Property
Acquired intellectual property is recognised as an
asset at cost and amortised over its useful life. There is
currently no internally generated intellectual property
that has been capitalised. Intellectual property with a
finite life is amortised on a straight line basis over that
life. Intellectual property with an indefinite useful life
is subjected to an annual impairment review. There is
currently no intellectual property with an indefinite life.
Current useful life of all existing intellectual property is
in the range of 5 to 20 years.
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at each balance
date.
(ii) Goodwill
Goodwill arising on an acquisition of a business
is carried at cost as established at the date of the
acquisition of the business (see Note 2(f) above) less
accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is
allocated to each of the Group’s cash generating units
(or groups of cash generating units) that is expected to
benefit from the synergies of the combination.
48
A cash generating unit to which goodwill has been
allocated is tested for impairment annually, or more
frequently when there is an indication that the unit
may be impaired. If the recoverable amount of the
cash generating unit is less than its carrying amount,
the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit
and then to the other assets of the unit pro rata based
on the carrying amount of each asset in the unit. Any
impairment loss for goodwill is recognised directly
in profit or loss. An impairment loss recognised for
goodwill is not reversed in subsequent periods.
On disposal of the relevant cash generating unit, the
attributable amount of goodwill is included in the
determination of the profit or loss on disposal.
(iii) Intangible assets acquired in a business
combination
Intangible assets acquired in a business combination
and recognised separately from goodwill are initially
recognised at their fair value at the acquisition date
(which is regarded as their cost).
Subsequent to initial recognition, intangible assets
acquired in a business combination are reported at
cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible
assets that are acquired separately.
(m) Research and Development
Expenditure on research activities, undertaken with
the prospect of obtaining new scientific or technical
knowledge and understanding, is recognised as an
expense when it is incurred. Expenditure on development
activities are capitalised only when technical feasibility
studies identify that the project will deliver future
economic benefits and these benefits can be measured
reliably. Development costs have a finite life and are
amortised on a systematic basis matched to the future
economic benefits over the useful life of the project. At
year end there are currently no capitalised development
costs.
(n) Trade and Other Payables
These amounts represent liabilities for goods and ser-
vices provided to the Group prior to the end of financial
year which are unpaid. The amounts are unsecured and
are usually paid within 45 days of recognition.
(o) Employee Benefits
(i) Short-term and Long-term employee benefits
A liability is recognised for benefits accruing to
employees in respect of wages and salaries, annual
leave, long service leave, and sick leave when it is
probable that settlement will be required and they
are capable of being measured reliably. Liabilities
recognised in respect of short-term employee benefits,
are measured at their nominal values using the
remuneration rate expected to apply at the time of
settlement. Liabilities recognised in respect of long
term employee benefits are measured as the present
value of the estimated future cash outflows to be
made by the Group in respect of services provided by
employees up to reporting date.
(ii) Retirement benefits costs
Retirement benefits are contributions made to
employee superannuation funds and are charged as
expenses when incurred. These contributions are made
to external superannuation funds and are not defined
benefits programs. Consequently there is no exposure
to market movements on employee superannuation
liabilities or entitlements.
(iii) Share-based Payments
Share-based compensation benefits are provided to
employees via the Bionomics Employee Share Option
Plan and an Employee Share Plan.
The fair value of shares issued to employees for no
cash consideration under the Employee Share Plan
is recognised as an employee benefits expense with
a corresponding increase in equity. The fair value is
measured at grant date and recognised on a straight
line basis over the vesting period, based on the Group’s
estimate of equity instruments that will eventually vest.
The Employee Share Plan is currently not active.
The disclosure in the Remuneration Reports and Note
22 relates to the Employee Share Option Plan.
The Bionomics Employee Share Option Plan was
approved by the Board and shareholders in 2014. Staff
eligible to participate in the plan are those who have
been a full-time or part-time employee of the Group
for a period of not less than six months or a director of
the Group. Options are granted under the plan for no
consideration and vest equally over five years, unless
they are bonus options which vest immediately.
The amounts disclosed as remuneration relating to
options are the assessed fair values at grant date of
those options allocated equally over the period from
grant date to vesting date. Fair values at grant date are
independently determined using a Black-Scholes option
pricing model that takes into account the exercise price,
the term of the option and the vesting criteria.
49
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
Lease income from operating leases is recognised in
income on a straight-line basis over the lease term.
(s) Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options, or for the acquisition of a business, are
deducted directly from equity.
(t) Earnings/(Loss) per Share
(i) Basic Earnings/(Loss) per Share
Basic earnings/(loss) per share is calculated by
dividing the profit/(loss) after income tax attributable
to equity holders of the company, excluding any costs
of servicing equity other than ordinary shares, by
the weighted average number of ordinary shares
outstanding during the year, adjusted for bonus
elements in ordinary shares issued during the year.
(ii) Diluted Earnings/(Loss) per Share
Diluted earnings/(loss) per share adjusts the figures
used in the determination of basic earnings per share
to take into account the after income tax effect of
interest and other financing costs associated with
dilutive potential ordinary shares and the weighted
average number of shares assumed to have been
issued for no consideration in relation to options.
(u) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the
amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is
recognised as part of the cost of acquisition of the asset or
as part of the expense.
Receivables and payables are stated inclusive of the
amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the taxation
authority is included with other receivables or payables in
the consolidated statement of financial position.
Cash flows are presented on a gross basis. The GST
component of cash flow arising from investing or
financing activities which are recoverable from, or
payable to the taxation authority, are presented as
operating cash flow.
(p) Borrowings (other financial liabilities)
(i) Warrants
Warrants issued by the Group in connection with
bank loans are classified as either financial liabilities
or as equity in accordance with the substance of the
contractual arrangement. Where the warrants do not
meet the definition of equity, they are measured at
fair value on inception with a corresponding reduction
to the associated borrowings. Subsequent to initial
recognition, the liability is fair valued with gains or
losses recognised in the profit or loss. See Note 21 for
further details.
(ii) Other Borrowings
Borrowings are initially recognised at fair value,
net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any
difference between the proceeds (net of transaction
costs) and the redemption amount is recognised in
profit or loss over the period of the borrowings using
the effective interest method.
(iii) Classification
Borrowings are classified as current liabilities
unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after
the balance sheet date.
(q) Borrowing Costs
All borrowing costs are recognised in profit or loss in the
period in which they are incurred.
(r) Leases
Leases of property, plant and equipment where the Group
has substantially all the risks and rewards of ownership
are classified as finance leases. Finance leases are
capitalised at the lease’s inception at the lower of the
fair value of the leased property and the present value of
the minimum lease payments. The corresponding rental
obligations, net of finance charges, are included in other
long term payables. Each lease payment is allocated
between the liability and finance charges so as to achieve
a constant rate on the finance balance outstanding.
The interest element of the finance cost is charged to
the profit or loss over the lease period so as to produce
a constant periodic rate of interest on the remaining
balance of the liability for each period. The property,
plant and equipment acquired under finance leases is
depreciated over the shorter of the asset’s useful life and
the lease term.
Leases in which a significant portion of the risks and
rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under
operating leases (net of any incentives received from the
lessor) are charged to profit or loss on a straight-line
basis over the period of the lease.
50
NOTE 3: CRITICAL ACCOUNTING ESTIMATES
AND JUDGEMENTS
The preparation of our consolidated financial statements
requires the Group to make estimates and judgments
that can affect the reported amounts of assets, liabilities,
revenues and expenses, as well as the disclosure
of contingent assets and liabilities at the date of the
financial statements. The Group analyses the estimates
and judgments and base estimates and judgments on
historical experience and various other assumptions that
are believed to be reasonable under the circumstances.
Actual results may vary from the estimates. The
significant accounting policies are detailed in Note 2
for the year ended 30 June 2015. Summarised below
are the accounting policies of particular importance
to the portrayal of the financial position and results of
operations and that require the application of significant
judgment or estimates by management.
Impairment of Goodwill and Other Intangible Assets
The Group assesses annually, or whenever there is a
change in circumstances, whether goodwill or other
intangible assets may be impaired. Determining whether
goodwill and other intangible assets are impaired
requires an estimation of the value in use of the cash
generating units to which goodwill or other intangible
assets have been allocated. The value in use calculation
is judgmental in nature and requires the Group to make
a number of estimates including the future cash flows
expected to arise from the cash generating units based
on observable market comparables for drug compounds
within the cash generating unit and over a period
covering drug discovery, development, approval and
marketing as well as, a suitable discount rate in order
to calculate present value. The cash flow projections
are further weighted based on the observable market
comparables probability of realising projected milestone
and royalty payments. When the carrying value of the
cash generating unit exceeds its recoverable amount, the
cash generating unit is considered impaired and is written
down to its recoverable amount. Impairment losses are
further recognised in the consolidated statement of profit
or loss and other comprehensive income. A detailed
valuation was performed as of 30 June 2015 and each
computed fair value of our cash generating unit was
in excess of the carrying amount respectively. As a
result of this evaluation, it was determined that no
impairment of goodwill or other intangible assets
existed at 30 June 2015.
Contingent Consideration
As a result of the acquisition of Eclipse Therapeutic, Inc.
(Eclipse) during the year ended 30 June 2013, the Group
determines and recognises at each reporting date the fair
value of the additional consideration that may be payable
to Eclipse security holders due to potential royalty
payments based on achieving late-stage development
success or partnering outcomes based on Eclipse assets.
Such potential earn-out payments are recorded at fair
value and include a number of significant estimates
including adjusted revenue projections and expenses,
probability of such projections and a suitable discount
rate to calculate present value.
Gain on Bargain Purchase
The purchase price of acquisitions is allocated to
identifiable assets acquired and liabilities assumed at
their acquisition date fair values based on established
valuation techniques. Goodwill represents the residual
value as of the acquisition date, which in most cases is
measured as the excess of the purchase consideration
transferred over the net of the acquisition date fair
values of the assets acquired and liabilities assumed.
In cases of a bargain purchase, a gain is recognised in
the consolidated statement of profit or loss and other
comprehensive income. During the fiscal year ended
30 June 2015, the Company recorded a gain on bargain
purchase resulting from the acquisition of Prestwick.
As the predecessor company was in administration, the
administrator sought bids for the assets of the company
and the Group was the sole bidder.
Revenue Recognition
From time to time the Group enters into license and
collaboration arrangements for licensing and research
activities, for which the Group may receive payments
in connection with out-licensing and research funding
activities, milestone payments based on developments
achieved by our collaborators and royalties based on
net sales. For these agreements, the Group applies the
revenue recognition criteria to the separately identifiable
component and the total arrangement consideration
is allocated to separately identifiable components
by reference to their fair values. License revenue is
further recognised once the Group has transferred to
the buyer the significant risks and rewards of ownership
of the patent and intellectual property and the Group
does not retain involvement to the degree associated
with ownership or effective control over the patent and
intellectual property. Any provision of scientific services
included in those license and collaboration agreements
is further recognised as contract services revenue when
the services are rendered. In addition, our wholly-owned
subsidiaries, Neurofit and Prestwick, provide third party
contract services which are recognised by reference to
the proportion of the total cost of the contract. The Group
has not received any payment and has not recognised any
revenues related to milestone payments.
51
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS CONT.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking
into account the terms and conditions upon which the instruments were granted and are disclosed in Note 22(d)(ii). The
accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the
carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
Tax losses
Given the Group’s history of recent losses, a deferred tax asset has not been recognised with regard to unused tax
losses and other temporary differences, as it has not been determined whether the Company, or its subsidiaries will
generate sufficient taxable income against which the unused tax losses and other temporary differences can be utilised.
The availability of tax losses is subject to the Australian continuity of ownership test or, if that test is failed, the same
business test. If funding is continued to be obtained from new shareholders, then the continuity of ownership test may
not be complied with, which may impact the availability of unutilised losses in future periods.
NOTE 4: SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of
segment performance focuses on the nature of work processes performed. The Group’s reportable segments under
AASB 8 (IFRS 8) are:
¨Drug discovery and development is the discovery, development and commercialisation of compounds to match a
target product profile; and
¨Contract services is the provision of scientific services on a fee for service basis to both external and internal
customers.
During the year, the Group appointed a Chief Scientific Officer, restructuring its senior management and reporting
structure, resulting in the restructuring of the previously separately reported drug discovery and drug development
information for internal reporting purposes. Accordingly, the segment information provided in the current and prior
periods has been presented in accordance with the new reporting structure, with information from the previous periods
restated to be consistent with the current period.
Information regarding these segments is presented below.
(a) Segment Revenues and Results
The following is an analysis of the Group’s revenue and results by reportable operating segment for the following periods:
SEGMENT REVENUE
YEAR ENDED
SEGMENT PROFIT
YEAR ENDED
30 JUNE 2015
$
30 JUNE 2014
$
30 JUNE 2015
$
30 JUNE 2014
$
Drug discovery and development
3,709,057
18,090,515
(11,109,659)
7,663,486
Contract services
6,144,954
1,762,379
607,070
(92,570)
Less: Intercompany revenue included in
contract services
Corporate
Interest income
Gain on bargain purchase
Corporate financing expenses
Corporate administration expenses
(Loss)/Profit before income tax (continuing operations)
9,854,011
19,852,894
(10,502,589)
7,570,916
(3,183,791)
(654,534)
-
-
157,057
159,572
157,057
159,572
6,827,277
19,357,932
(10,345,532)
7,730,488
948,456
539,917
563,574
-
(852,776)
(601,070)
(7,567,271)
(3,746,047)
(17,277,206)
3,946,945
52
NOTE 4: SEGMENT INFORMATION CONT.
Revenue reported above for Contract services includes intersegment sales. There were no intersegment sales for the
other reportable segment.
Segment profit represents the result for each segment without allocation of central administration expenses and
investment and other revenue.
(b) Segment Assets and Liabilities
The following is an analysis of the Group’s assets and liabilities by reportable operating segment:
ASSETS
Drug discovery and development
Contract services
Corporate
TOTAL ASSETS
LIABILITIES
Drug discovery and development
Contract services (excluding intercompany liabilities)
Corporate
TOTAL LIABILITIES
30 JUNE 2015
$
30 JUNE 2014
$
35,397,049
52,975,741
5,487,569
1,371,560
40,884,618
54,347,301
28,247,097
10,713,316
69,131,715
65,060,617
3,164,293
2,160,652
5,682,699
979,488
31,840,945
13,579,823
37,165,890
20,242,010
The Board receive information on liabilities for the Group as a whole as well as liability information for the Contract
services segment.
The Board receive information on non-current assets for the Group as a whole as well as non-current asset information
for the Contract services segment. Additions to non-current assets:
Contract services
Drug discovery and development
(c) Other Segment Information
The segment result above has been determined after including the following items:
Drug discovery and development
Contract services
30 JUNE 2015
$
30 JUNE 2014
$
2,212,081
846,258
3,058,339
6,822
209,776
216,598
DEPRECIATION AND
AMORTISATION YEAR ENDED
30 JUNE 2015
$
30 JUNE 2014
$
1,603,365
110,127
1,713,492
1,264,095
236,841
1,500,936
53
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 4: SEGMENT INFORMATION CONT.
(d) Revenue from Major Products and Services
The following is an analysis of the Group’s external revenue from its major products and services:
Contract services
License revenue
Other
30 JUNE 2015
$
30 JUNE 2014
$
6,629,113
1,095,356
-
18,046,709
198,164
215,867
6,827,277
19,357,932
(e) Geographical Information
The Group operates in three geographical areas, Australia, France and United States of America. The Group’s external
revenue and information about its non-current assets by geographical segment are detailed below:
Australia
France
USA
REVENUE FROM EXTERNAL
CUSTOMERS YEAR ENDED
NON-CURRENT ASSETS
YEAR ENDED
30 JUNE 2015
$
30 JUNE 2014
$
30 JUNE 2015
$
30 JUNE 2014
$
3,866,113
2,961,164
-
18,250,087
28,251,420
25,181,146
1,107,845
-
2,606,024
393,363
395,887
349,516
6,827,277
19,357,932
31,250,807
25,926,549
(f) Information about Major Customers
Included in revenues for the drug discovery and development segment is $3,667,949 (2014: $18,046,709) from one party.
No other customer contributed 10% or more to the Group’s revenue for both 2015 and 2014.
NOTE 5: REVENUE AND OTHER INCOME
Revenue
Contract services
Royalties
License revenue (i)
Rent income
Other income from continuing operations
Gain on bargain purchase (Note 34)
Interest income
Foreign Government grants
Government Research and Development Incentives (ii)
30 JUNE 2015
$
30 JUNE 2014
$
6,629,113
1,095,356
41,108
56,197
-
18,046,709
157,056
159,670
6,827,277
19,357,932
539,917
948,456
1,311,303
6,989,452
9,789,128
-
563,574
118,892
7,505,598
8,188,064
(i) License revenues of $18,046,709 was recognised in the year ended 30 June 2014 related to upfront payment
received from our collaboration and license agreement entered in 2014. No such payment were recognised during
the year ended 30 June 2015.
(ii) The Government Research and Development Incentives include cash refunds provided by the Australian
Government for 45% of eligible research and development expenditures by Australian entities having a tax loss and
less than A$20.0 million in revenue. The grants are calculated at the end of the fiscal year to which they relate, based
on the expenses incurred in and included in the fiscal year’s Australian income tax return after registration.
54
NOTE 5: REVENUE AND OTHER INCOME CONT.
of the research and development activities with the relevant authorities. There are no unfulfilled conditions or
other contingencies attaching to the government Research and Development Incentive. Potentially eligible overseas
expenditure awaiting government approval pending review of applications submitted during the year ended 30 June
2015 has been excluded from the calculation of the Research and Development Incentive and if approved, will result
in an additional receipt of approximately $1.5 million (2014: $0).
NOTE 6: EXPENSES
(Loss)/profit before income tax benefit includes the following specific expenses:
30 JUNE 2015
$
30 JUNE 2014
$
Finance expenses
- Interest expense on bank and other loans
- Interest expense on contingent consideration
- Interest obligations under finance leases
Depreciation and amortisation
- Building
- Plant and equipment
- Equipment under lease
Amortisation of non-current assets
- Intellectual property
Rental expense on operating leases
- Minimum lease payments
Employment benefit expenses of:
- Wages and salaries
- Superannuation
- Share-based payments
Foreign currency loss/(gain)
Loss on disposal of assets
- Plant and equipment
NOTE 7: INCOME TAXES
(a) Income Tax Recognised in Profit or Loss
Current tax
In respect of the current year
Deferred tax
Recognised in current year
Total income tax (benefit)/expense
689,049
156,362
18,421
863,832
56,763
397,259
56,898
510,920
59,758
522,266
27,478
609,502
-
142,048
83,174
225,222
1,202,572
1,275,714
1,019,393
1,027,921
7,058,953
5,610,406
423,895
515,474
235,220
150,923
7,998,322
5,996,549
2,213,872
(778)
8,063
6,765
30 JUNE 2015
$
30 JUNE 2014
$
-
-
(327,801)
(327,801)
(327,801)
740,329
740,329
-
-
740,329
55
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 7: INCOME TAXES CONT.
(b) Reconciliation to Accounting Loss
(Loss)/profit from continuing operations
Tax at the Australian tax rate of 30% (2014: 30%)
Tax effect of non-deductible / non-assessable amounts
Amortisation of intangibles
Foreign exchange reversed on consolidation
Exempt income from government assistance
Entertainment
Contingent consideration
Patent expenses
Share-based payments
Research and development expenditure
Temporary differences not recorded as an asset
Tax losses not recorded
Effect of different tax rates in other jurisdictions
Effect of unused tax losses, in the current period
Adjustment to prior year unused tax losses
30 JUNE 2015
$
30 JUNE 2014
$
(17,277,206)
(5,183,162)
3,946,945
1,184,083
380,389
161,022
101,893
13,679
(2,096,836)
(2,251,679)
702
515,763
292,680
154,642
2,116
112,913
44,197
45,277
4,818,254
4,662,450
286,962
358,264
(16,481)
-
-
181,275
-
(16,476)
(1,347,385)
(1,992,014)
(327,801)
740,329
OPENING
BALANCE
$
CREDIT/
(CHARGED)
TO INCOME
$
OTHER
COMPRE-
HENSIVE
INCOME
$
ACQUIRED
THROUGH
BUSINESS
COMBINATION
$
CLOSING
BALANCE
$
(c) Deferred Tax Assets/Liabilities
2015
Receivables
Prepayments / accrued income
(3,856)
(2,355)
44,483
239,533
-
-
-
-
284,016
(6,211)
Property, plant and equipment
216
(115)
3,889
(621,469)
(617,479)
Share issue expenses
350,236
(137,253)
-
Intangible patents and trademarks
(3,881,134)
419,308
(1,004,173)
Other intangibles
Other financial liabilities
Accrued expenses
Employee entitlements
218,383
-
32,902
309,317
-
31,639
3,045
60,961
-
-
-
-
-
-
-
-
-
-
212,983
(4,465,999)
218,383
31,639
35,947
370,278
Temporary differences not recognised
(1,410,990)
(286,962)
-
-
(1,697,952)
Net balance
(4,340,443)
327,801
(1,000,284)
(621,469)
(5,634,395)
(2,929,453)
614,763
(1,000,284)
(621,469)
(3,936,443)
OPENING
BALANCE
$
CREDIT/
(CHARGED)
TO INCOME
$
OTHER
COMPRE-
HENSIVE
INCOME
$
ACQUIRED
THROUGH
BUSINESS
COMBINATION
$
NOTE 7: INCOME TAXES CONT.
(c) Deferred Tax Assets/Liabilities CONT.
2014
Receivables
Prepayments / accrued income
Property, plant and equipment
Share issue expenses
230,248
(185,765)
(4,982)
(18,424)
1,126
18,640
145,899
204,337
-
-
-
-
Intangible patents and trademarks
(4,240,643)
92,421
267,088
Other intangibles
Accrued expenses
Employee entitlements
218,383
13,545
278,158
-
19,357
31,159
-
-
-
(3,377,816)
181,275
267,088
Temporary differences not recognised
(1,229,715)
(181,275)
-
Net balance
(4,607,531)
-
267,088
56
CLOSING
BALANCE
$
44,483
(3,856)
216
350,236
(3,881,134)
218,383
32,902
309,317
(2,929,453)
(1,410,990)
(4,340,443)
-
-
-
-
-
-
-
-
-
-
-
(d) Unrecognised Temporary Differences (including Tax Losses)
The following deferred tax assets have not been brought to account as assets:
Unused revenue tax losses (no set expiry period)
Deductible temporary differences (no set expiry period)
2015
$
2014
$
13,980,568
13,909,266
1,697,952
1,410,990
15,678,520
15,320,256
(e) Tax Consolidation
Relevance of tax consolidation to the Group
The Company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under
Australian taxation law. Bionomics is the head entity in the tax-consolidated group. Tax expense/benefit, deferred tax
liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group
are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate
taxpayer within group’ approach by reference to the carrying amounts in the separate financial statements of each
entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets
arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by
the Company (as head entity in the tax-consolidated group).
NOTE 8: CASH AND CASH EQUIVALENTS
Current
Cash at the end of the financial year as shown in the statements of cash flows is
reconciled to items in the Consolidated Statement of Financial Position as follows:
Cash at bank and on hand
Deposits at call
2015
$
2014
$
5,075,104
21,482,902
26,558 006
4,516,447
5,050,860
9,567,307
The weighted average interest rate on these deposits is 2.9% per annum (2014: 3.55% per annum). The maturity dates
range between 1 and 3 months from the end of the reporting period.
57
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 9: OTHER FINANCIAL ASSETS
Restricted deposits held as security and not available for use
Disclosed in the financial statement as:
Current assets
Non-current assets
2015
$
2014
$
934,000
934,000
550,000
384,000
934,000
550,000
384,000
934,000
The Group holds two restricted term deposits of $550,000 and $384,000 as security for a loan (Note 18(vi)) and as
security for a bank guarantee respectively that are not available for use. The interest rate on these deposits is 2.7%
(2014: 3.55%) and maturity dates are 30 and 23 September 2015 respectively (2014: 6 September and 25 July 2014
respectively).
NOTE 10: TRADE AND OTHER RECEIVABLES
Current
Trade receivables
GST and Value Added Tax (VAT) receivables
Other
2015
$
289,604
756,996
17,080
2014
$
20,581,109
408,545
-
1,063,680
20,989,654
The average credit period on sales of services is 60 days. No interest is charged on trade receivables for the first
60 days from the date of the invoice. Thereafter, interest is charged at 2% per annum on the outstanding balance.
Allowances for doubtful debts are recognised against trade receivables based on estimated irrecoverable amounts
determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current
financial position. The Group has not recognised an allowance for doubtful debts.
Before accepting any new customer, the Group reviews the quality of the customer, and this is reviewed prior to
commencing new major work. Of the trade receivables balance at the end of the 2015 year, there were no customers
who represent more than 5% of the total balance of trade receivables (2014: $20.3m was due from Merck, the Group’s
largest customer).
Trade receivables disclosed above include amounts (see below for aged analysis) that are past due at the end of the
reporting period for which the Group has not recognised an allowance for doubtful debts because there has not been a
significant change in credit quality and the amounts (which include interest accrued after the receivable is more than 60
days outstanding) are still considered recoverable.
Age of receivables that are past due but not impaired
60-90 days
90-120 days
Total
Average age (days)
2015
$
11,200
-
11,200
61
2014
$
13,474
-
13,474
89
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade
receivable from the date credit was initially granted up to the end of the reporting period. Typically the concentration of
credit risk is limited due to the fact that the customer base is large and unrelated, except as noted above where Merck
represents 98.6% of the 2014 balance.
NOTE 11: INVENTORIES
Current
Consumables
NOTE 12: OTHER ASSETS
Current
Prepayments
Accrued income
58
2015
$
2014
$
409,891
83,423
2015
$
1,194,038
99,894
1,293,932
2014
$
433,917
8,511
442,428
NOTE 13: SUBSIDIARIES
Details of the Group’s subsidiaries at the end of the reporting period are as follows:
PERCENTAGE OWNED
%
ENTITY
HEAD ENTITY
Bionomics Limited
SUBSIDIARIES OF BIONOMICS LIMITED:
PRINCIPAL ACTIVITY
COUNTRY OF
INCORPORATION
2015
2014
Research and Development
Australia
N/A
N/A
Neurofit SAS
Contract Research Organisation
Iliad Chemicals Pty Limited
Asset owner
France
Australia
Bionomics, Inc.
PC SAS
Research and Development
United States
Contract Research Organisation
France
100
100
100
100
100
100
100
N/A
NOTE 14: PROPERTY, PLANT
AND EQUIPMENT
Cost at 30 June 2013
Additions
Disposals
Foreign currency exchange differences
Cost at 30 June 2014
Additions
FREEHOLD
LAND AT
COST
$
BUILDING
AT COST
$
PLANT AND
EQUIPMENT
AT COST
$
EQUIPMENT
UNDER
FINANCE
LEASE
AT COST
$
TOTAL
$
-
-
-
-
-
-
-
-
-
-
-
-
2,465,535
600,507
3,066,042
216,598
(100,664)
466
-
-
-
216,598
(100,664)
466
2,581,935
600,507
3,182,442
Additions from business acquisitions
256,790
1,882,859
Disposals
Foreign currency exchange differences
-
(268)
846,258
72,432
(70,872)
-
(1,963)
106,806
-
-
-
-
846,258
2,212,081
(70,872)
104,575
Cost at 30 June 2015
256,522
1,880,896
3,536,559
600,507
6,274,484
59
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 14: PROPERTY, PLANT
AND EQUIPMENT CONT.
Accumulated depreciation at 30 June 2013
Depreciation (Note 6)
Disposals
Foreign currency exchange differences
Accumulated depreciation at 30 June 2014
Depreciation (Note 6)
Disposals
Foreign currency exchange differences
Accumulated depreciation at 30 June 2015
Net Carrying Amounts at 30 June 2014
FREEHOLD
LAND AT
COST
$
BUILDING
AT COST
$
PLANT AND
EQUIPMENT
AT COST
$
EQUIPMENT
UNDER
FINANCE
LEASE
AT COST
$
TOTAL
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,168,584)
(54,608)
(2,223,192)
(142,048)
(83,174)
(225,222)
93,900
433
-
-
93,900
433
(2,216,299)
(137,782)
(2,354,081)
(56,763)
(397,259)
(56,898)
(510,920)
-
-
62,809
(21,737)
-
-
62,809
(21,737)
(56,763)
(2,572,486)
(194,680)
(2,823,929)
-
365,636
964,073
462,725
828,361
405,827
3,450,555
Net Carrying Amounts at 30 June 2015
256,522
1,824,133
Non-current Assets Pledged as Security
Refer to Note 18 for information on non-current assets pledged as security by the Group.
NOTE 15: GOODWILL
Carrying amount at 30 June 2013
Additions
Foreign currency exchange differences
Carrying amount at 30 June 2014
Additions
Foreign currency exchange differences
Carrying amount at 30 June 2015
$
9,755,521
-
(267,089)
9,488,432
-
1,000,201
10,488,633
(a) Impairment Tests
There are two Cash Generating Units (CGUs), Drug discovery and development, and Contract services. These are the
same as the operating segments identified in Note 4. Management tests annually whether goodwill or indefinite life
intangibles have suffered any impairment, in accordance with the accounting policy stated in Note 2(l)(i) and (l)(ii).
For the purpose of impairment testing all goodwill is allocated to the Drug discovery and development CGU.
Determining whether goodwill or intangibles are impaired requires an estimation of the value in use of the cash
generating units to which goodwill or indefinite life intangibles have been allocated. The value in use calculation
requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable
discount rate in order to calculate present value over the expected life cycle of the commercialisation of the assets - in line
with the average patent life and development cycle of the drug compound. A pre-tax discount rate of 25% has been used.
Allocation of Goodwill to group CGU’s
The carrying amount of goodwill was allocated to the following CGU’s:
Drug discovery and development
Contract services
2015
$
2014
$
10,488,633
9,488,432
-
-
60
NOTE 15: GOODWILL CONT.
Drug discovery and development
The recoverable amount of this CGU is determined based on a value in use calculation which uses cash flow projections
based on observable market comparables for drug compounds within the CGU over a period of twenty years covering
drug discovery, development, approval and marketing, and a discount rate of 25% per annum (2014: 25% per annum).
The cash flow projections are weighted based on the observable market comparables probability of realising projected
milestone and royalties payments.
Management believes that the application of discounted cash flows of observable market comparables for one drug
compound is reasonable to be applied to other compounds within the CGU at their respective development phases.
Management believes that any reasonably possible change in the key assumptions on which recoverable amount is
based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.
No growth rates have been included in the forecast. As the full discovery and development lifecycle has been taken into
account with the cashflows, no terminal value has been used.
NOTE 16: OTHER INTANGIBLE ASSETS
Intellectual Property
The acquired intellectual property includes the Company’s Multicore technology, its BNC101 drug candidate and its
BNC105 drug candidate. Each item is carried at its fair value as at its date of acquisition, less accumulated amortisation
charges. The remaining amortisation periods for each item are between 5 and 20 years. There is currently no internally
generated intellectual property capitalised.
Gross carrying amount at 30 June 2013
Additions
Foreign currency exchange differences
Gross carrying amount at 30 June 2014
Additions
Foreign currency exchange differences
Gross carrying amount at 30 June 2015
Accumulated amortisation amount at 30 June 2013
Amortisation
Foreign currency exchange differences
Accumulated amortisation amount at 30 June 2014
Amortisation
Foreign currency exchange differences
Accumulated amortisation amount at 30 June 2015
Net carrying amount 30 June 2014
Net carrying amount 30 June 2015
$
21,402,923
-
(409,977)
20,992,946
12,705
3,243,297
24,248,948
(4,498,169)
(1,275,714)
6,693
(5,767,190)
(1,202,572)
(351,567)
(7,321,329)
15,225,756
16,927,619
61
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 17: TRADE AND OTHER PAYABLES
Current
Trade payables
Accrued expenses
Non-current
Other payables
2015
$
2014
$
3,933,232
2,532,394
2,663,395
1,424,659
6,465,626
4,088,054
140,758
260,794
The average credit period on purchases of goods is 45 days. No interest is paid on the trade payables. The Group has
financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
NOTE 18: BORROWINGS
Unsecured – at amortised cost
Commercial bill (i)
Bank overdraft (ii)
Secured – at amortised cost
Finance lease liabilities (iii)
Equipment mortgage (iv)
Bank loan (v)
Commercial bill (vi)
Disclosed in the financial statements as:
Current liabilities
Non-current liabilities
2015
$
550,000
45,473
200,405
546,252
12,885,376
2014
$
-
-
319,567
424,674
-
550,000
550,000
14,777,506
1,294,241
5,460,133
9,317,373
788,600
505,641
14,777,506
1,294,241
(i)
the commercial bill has an interest rate of 3.7% and matures on 30 July 2015.
(ii) the overdraft has an interest rate of 2.985% and matures on 30 June 2016.
(iii) lease lines are secured by the leased plant and equipment (refer Note 14) and have an average interest rate of per
annum 7.17% (2014: 7.11% per annum) and terms of three to five years.
(iv) the equipment mortgage loans are for equipment (which secure the loans) and have an interest rate of 5.61% and
have terms of three to five years (2014: two and a half years).
(v)
bank loan is a secured US $10 million borrowing. The loan bears interest at a rate of 6.86% and is interest only
until August 2015 and subsequently repayable in equal instalments over 30 months. The loan is collateralised
by substantially all of the Group’s assets, other than intellectual property. The loan further contains customary
conditions of borrowing, events of default and covenants, including covenants that restrict the ability to dispose
of assets, merge with or acquire other entities, incur indebtedness and make distributions to holders of capital
stock. Should an event of default occur, including the occurrence of a material adverse change, the Group could be
liable for immediate repayment of all obligations under the loan agreement. There were no breaches of financial
covenants as of 30 June 2015.
(vi) the rolling commercial bill line is secured by a restricted deposit of $550,000 (2014: $550,000) and shown in Note 9.
The unused facilities available at 30 June 2015 of the Group’s bank overdraft is $70,469 (2014: $57,361) and equipment
finance facility is $153,330 (2014: $0). There is no unused facility in relation to the commercial bill line.
Interest Rate Risk
The Group’s exposure to interest rates and the effective weighted average interest rate by maturity period is set out in Note 24.
NOTE 19: PROVISIONS
Current
Employee benefits
Non-current
Employee benefits
NOTE 20: OTHER LIABILITIES
Current
Unearned services income
NOTE 21: OTHER FINANCIAL LIABILITIES
Current
Warrants
62
2015
$
2014
$
1,582,239
1,186,482
91,168
108,320
2015
$
2014
$
75,362
3,267,589
2015
$
122,544
2014
$
-
Warrants
A derivative was recognised in relation to the warrant that was issued by the Group in connection with the USD loan
included in Note 18(v). This warrant is currently exercisable at the discretion of the holder and is exchangeable for either
643,611 ordinary shares at a fixed price ($0.54) or a lower number of shares for nil consideration, with the number of
shares calculated on the basis of a formula which takes into account the movement in the share price of the Company
from the date of issue to date of exercise of the warrant.
The liability was initially measured at fair value in accordance with AASB 139 (IAS 39). The value of the warrant liability
is remeasured at each balance date with any movement in valuations recognised in the profit or loss.
Warrants
Balance at beginning of period
Warrant value at date of issue
Change in value recognised in profit or loss
Balance at end of period
Refer Note 22(e) for details about the fair value of the warrant.
NOTE 22: ISSUED CAPITAL
(a) Issued and paid-up capital
Ordinary shares – fully paid
2015
$
-
223,912
(101,368)
122,544
2014
$
-
-
-
-
2015
SHARES
2014
SHARES
418,198,869
417,356,567
63
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 22: ISSUED CAPITAL CONT.
Movements in ordinary shares of the Company during the past two years were as follows:
DATE
DETAILS
30 June 2013 Closing balance
NUMBER OF
SHARES
$
415,868,325
111,309,010
Share issue – Employee Share Option Plan option exercise
1,488,242
412,661
30 June 2014 Closing balance
417,356,567
111,721,671
Share issue – Employee Share Option Plan option exercise
842,302
268,549
30 June 2015 Closing balance
418,198,869
111,990,220
Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital
from 1 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not
have a par value.
(b) Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in
proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares
present at a meeting in person or by proxy, is entitled to one vote and upon a poll each share is entitled to one vote.
(c) Option Modification
The terms of the options under the Bionomics Employee Share Option Plan were modified at 30 June 2014 for all
options on issue prior to the fully underwritten 1:8 non-renounceable rights issue announced on 4 March 2013.
The exercise price for all outstanding options were adjusted under ASX Listing Rule 6.22 and are shown in the table
below in this Note 22(d)(i).
(d) Share Options
When exercised, each option is convertible into one ordinary share. The exercise price is based on the weighted average
price at which the Company’s shares traded on the ASX during the seven trading days immediately before the options
are issued.
(i) The Bionomics Employee Share Option Plan
The terms and conditions of the Bionomics Employee Share Option Plan are summarised in Note 2(o)(iii).
The following options listed are outstanding at reporting date.
GRANT DATE
EXPIRY DATE
EXERCISE PRICE
NUMBER
FAIR VALUE AT
GRANT DATE
Jan-06
May-06
Nov-06
Oct-07
Jan-08
Jul-08
Nov-08
Jan-16
Jul-15
Jul-16
Nov-15
Nov-16
Oct-15
Oct-16
Oct-17
Jan-16
Jan-17
Jan-18
Jul-16
Jul-17
Jul-18
Nov-15
Nov-16
Nov-17
$0.2376
$0.2176
$0.2176
$0.2976
$0.2976
$0.2876
$0.2876
$0.2876
$0.3776
$0.3776
$0.3776
$0.3576
$0.3576
$0.3576
$0.2976
$0.2976
$0.2976
25,000
5,000
30,000
100,000
100,000
5,000
5,000
5,000
3,000
4,000
4,000
14,000
14,000
14,000
100,000
100,000
100,000
$0.15
$0.13
$0.14
$0.13
$0.13
$0.23
$0.24
$0.25
$0.21
$0.22
$0.23
$0.19
$0.19
$0.20
$0.10
$0.11
$0.12
NOTE 22: ISSUED CAPITAL CONT.
GRANT DATE
Nov-08 cont.
Mar-09
Jun-09
Nov-09
Jul-10
Nov-10
Nov-11
Dec-11
Mar-12
Jun-12
Aug-12
Dec-12
EXPIRY DATE
EXERCISE PRICE
Aug-16
Nov-15
Nov-16
Nov-17
Nov-18
Mar-16
Mar-17
Mar-18
Mar-19
Jun-16
Jun-17
Jun-18
Jun-19
Nov-15
Nov-16
Nov-17
Nov-18
Nov-19
July-15
Jul-19
Jul-20
Nov-15
Nov-16
Nov-17
Nov-18
Nov-19
Nov-16
Nov-16
Aug-17
Dec-17
Dec-18
Dec-19
Dec-20
Dec-21
Mar-18
Mar-19
Mar-20
Mar-21
Mar-22
Jun-18
Jun-19
Jun-20
Jun-21
Jun-22
Aug-17
Dec-17
Dec-18
Dec-19
$0.3692
$0.2776
$0.2776
$0.2776
$0.2776
$0.2876
$0.2876
$0.2876
$0.2876
$0.2476
$0.2476
$0.2476
$0.2476
$0.2976
$0.2976
$0.2976
$0.2976
$0.2976
$0.3176
$0.3176
$0.3176
$0.3076
$0.3076
$0.3076
$0.3076
$0.3076
$0.6116
$0.6116
$0.9186
$0.5156
$0.5156
$0.5156
$0.5156
$0.5156
$0.5026
$0.5026
$0.5026
$0.5026
$0.5026
$0.3356
$0.3356
$0.3356
$0.3356
$0.3356
$0.2846
$0.2846
$0.3176
$0.3176
NUMBER
330,000
10,000
10,000
10,000
10,000
2,120
2,120
2,120
12,120
4,000
54,000
54,000
54,000
100,000
100,000
100,000
100,000
100,000
45,000
10,000
10,000
100,000
100,000
100,000
100,000
100,000
95,000
500,000
1,000,000
100,000
100,000
100,000
100,000
100,000
5,000
5,000
5,000
5,000
5,000
13,000
13,000
13,000
13,000
13,000
67,500
65,000
200,000
200,000
64
FAIR VALUE AT
GRANT DATE
$0.10
$0.05
$0.06
$0.06
$0.07
$0.07
$0.07
$0.08
$0.08
$0.13
$0.14
$0.14
$0.15
$0.11
$0.12
$0.13
$0.14
$0.14
$0.12
$0.13
$0.14
$0.09
$0.10
$0.11
$0.12
$0.12
$0.15
$0.15
$0.03
$0.23
$0.25
$0.26
$0.27
$0.28
$0.20
$0.21
$0.22
$0.23
$0.24
$0.11
$0.12
$0.13
$0.13
$0.14
$0.09
$0.11
$0.12
$0.13
65
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 22: ISSUED CAPITAL CONT.
GRANT DATE
EXPIRY DATE
EXERCISE PRICE
NUMBER
FAIR VALUE AT
GRANT DATE
Dec-12 cont.
Mar-13
May-13
Jun-13
Aug-13
Oct-13
Dec-13
Mar-14
Oct-14
Dec-14
Dec-20
Dec-21
Dec-22
Dec-18
Dec-19
Dec-20
Dec-21
Dec-22
Mar-19
Mar-20
Mar-21
Mar-22
Mar-23
May-19
May-20
May-21
May-22
May-23
Jun-19
Jun-20
Jun-21
Jun-22
Jun-23
Aug-18
Oct-19
Oct-20
Oct-21
Oct-22
Oct-23
Dec-18
Dec-18
Dec-19
Dec-19
Dec-20
Dec-20
Dec-21
Dec-21
Dec-22
Dec-22
Dec-23
Mar-20
Mar-21
Mar-22
Mar-23
Mar-24
Oct-19
Dec-19
$0.3176
$0.3176
$0.3176
$0.3176
$0.3176
$0.3176
$0.3176
$0.3176
$0.4176
$0.4176
$0.4176
$0.4176
$0.4176
$0.3745
$0.3745
$0.3745
$0.3745
$0.3745
$0.3873
$0.3873
$0.3873
$0.3873
$0.3873
$0.3301
$0.6014
$0.6014
$0.6014
$0.6014
$0.6014
$0.3301
$0.7224
$0.7224
$0.6875
$0.7224
$0.6875
$0.7224
$0.6875
$0.7224
$0.6875
$0.6875
$0.6812
$0.6812
$0.6812
$0.6812
$0.6812
$0.5643
$0.5643
200,000
200,000
200,000
5,000
5,000
5,000
5,000
5,000
50,000
50,000
50,000
50,000
50,000
114,000
114,000
114,000
114,000
114,000
100,000
100,000
100,000
100,000
100,000
312,500
16,600
16,600
16,600
16,600
16,600
55,000
100,000
100,000
4,000
100,000
4,000
100,000
4,000
100,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
260,000
75,000
$0.14
$0.14
$0.15
$0.15
$0.16
$0.16
$0.17
$0.18
$0.14
$0.15
$0.16
$0.17
$0.18
$0.15
$0.16
$0.17
$0.18
$0.19
$0.14
$0.15
$0.16
$0.17
$0.18
$0.27
$0.32
$0.34
$0.35
$0.37
$0.38
$0.33
$0.23
$0.25
$0.26
$0.27
$0.28
$0.29
$0.29
$0.30
$0.31
$0.32
$0.25
$0.26
$0.28
$0.29
$0.30
$0.25
$0.19
66
NOTE 22: ISSUED CAPITAL CONT.
GRANT DATE
EXPIRY DATE
EXERCISE PRICE
NUMBER
FAIR VALUE AT
GRANT DATE
Apr15
May-15
Apr-16
Apr-17
Apr-18
Apr-19
Apr-20
May-16
May-17
May-18
May-19
May-20
$0.5029
$0.5029
$0.5029
$0.5029
$0.5029
$0.4246
$0.4246
$0.4246
$0.4246
$0.4246
19,000
19,000
19,000
19,000
19,000
293,600
293,600
293,600
293,600
293,600
9,798,480
$0.15
$0.16
$0.17
$0.18
$0.19
$0.17
$0.18
$0.19
$0.19
$0.20
Reconciliation of Employee Share Option Plan:
Opening balance at beginning of financial year
Granted during the financial year
Forfeited during the financial year
Exercised during the financial year
Expired during the financial year
Closing balance at 30 June
2015
2014
NUMBER OF
OPTIONS
9,458,782
1,930,500
(298,500)
(842,302)
(450,000)
9,798,480
WEIGHTED
AVERAGE
EXERCISE
PRICE
$0.45
$0.45
$0.40
$0.32
$0.35
$0.47
NUMBER
OF OPTIONS
10,262,274
1,016,750
(20,000)
(1,488,242)
(312,000)
9,458,782
WEIGHTED
AVERAGE
EXERCISE
PRICE
$0.41
$0.56
$0.52
$0.28
$0.29
$0.45
Employee Share Option Plan options exercised during the financial year:
SERIES
NUMBER EXERCISE
EXERCISE PRICE
EXERCISE DATE
SHARE PRICE AT
EXERCISE DATE
21-Nov-08
16-Nov-06
11-Jan-08
21-Jan-05
22-Jul-10
1-Aug-12
13-Mar-09
12-Aug-13
5-Nov-08
1-Aug-12
5-Nov-08
11-Jan-08
15-Jun-09
1-Jul-08
1-May-06
1-May-06
11-Jan-08
1-Jul-08
1-May-06
1-May-06
10,000
100,000
3,000
200,000
45,000
35,000
2,120
26,250
190,000
37,500
140,000
500
4,000
10,000
20,000
5,000
500
4,000
4,432
5,000
$0.2776
$0.2976
$0.3776
$0.2976
$0.3176
$0.2846
$0.2876
$0.3301
$0.3692
$0.2846
$0.3692
$0.3776
$0.2476
$0.3576
$0.2176
$0.2176
$0.3776
$0.3576
$0.2176
$0.2176
15-Oct-14
17-Nov-14
26-Nov-14
16-Feb-15
5-Mar-15
5-Mar-15
4-Mar-15
30-Mar-15
15-Apr-15
15-Apr-15
5-May-15
25-May-15
25-May-15
18-Jun-15
18-Jun-15
18-Jun-15
18-Jun-15
30-Jun-15
30-Jun-15
30-Jun-15
Grand Total
842,302
$0.565
$0.545
$0.490
$0.405
$0.495
$0.495
$0.495
$0.470
$0.420
$0.420
$0.410
$0.425
$0.425
$0.440
$0.440
$0.440
$0.440
$0.415
$0.415
$0.415
67
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 22: ISSUED CAPITAL CONT.
Unlisted options vested and exercisable at the reporting date
2015
NUMBER
2014
NUMBER
6,184,080
6,269,782
(ii) Weighted averages
The weighted average remaining contractual life of any unlisted share options outstanding at the end of the
year is 4.28 years (2014: 4.11 years).
The assessed fair value at grant date of options granted during the year ended 30 June 2015 is outlined in
the Remuneration Report. The share price at grant date of these options ranged between $0.415 and $0.565
(2014: $0.29 and $0.39). The expected average price volatility of the company’s shares ranged between
56.5% and 73.6% (2014: 53.2% and 70.4%). Expected dividend yield was 0% (2014: 0%) and the average risk
free interest rate used ranged between 2.5% and 3.4% (2014: 3.5% and 4.33%).
(e) Warrants
During the year, the Company issued a warrant, see Note 21.
The weighted average remaining contractual life of the unlisted warrant outstanding at the end of the year is 4.6 years
(2014: nil).
The assessed fair value at grant date of this warrant granted during the year ended 30 June 2015 was $223,912. The
share price at grant date of this warrant was $0.555. The expected average price volatility of the Company’s shares was
72.1%. Expected dividend yield was 0% and the average risk free interest rate used was 3.28%.
The assessed fair value at 30 June 2015 of the warrant that was granted during the year ended 30 June 2015 is $122,544.
The share price as at 30 June 2015 was $0.415. The expected average price volatility of the Company’s shares was
58.6%. Expected dividend yield was 0% and the average risk free interest rate as at 30 June 2015 was 3.01%.
NOTE 23: RESERVES
Foreign Currency Translation Reserve (a)
Share-based Payments Reserve (b)
Total reserves
2015
$
4,206,214
2,336,439
6,542,653
2014
$
893,614
1,820,965
2,714,579
(a) Foreign Currency Translation Reserve
Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency
translation reserve, as described in Note 2(b). The reserve is recognised in profit or loss when the investment is
disposed of.
(b) Share-based Payments Reserve
The share-based payments reserve is used to recognise the fair value of options issued over the vesting period, further
information about share-based payments is set out in Note 22.
NOTE 24: FINANCIAL INSTRUMENTS
(a) Capital Risk Management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns whilst
maximising the return to stakeholders through the optimisation of the debt and equity balance.
The Group’s overall strategy remains unchanged from 2014. The capital structure of the Group consists of debt, which
includes borrowings (Note 18), cash and cash equivalents (Note 8) and equity attributable to equity holders of the
parent, comprising issued capital (Note 22), reserves (Note 23) and retained earnings.
68
NOTE 24: FINANCIAL INSTRUMENTS CONT.
The Group has global operations, primarily conducted through subsidiary companies established in the markets in
which the Group trades. None of the Group’s entities are subject to externally imposed capital requirements.
The Group’s policy is to fund the research and development activities and operations through the issue of equity and the
commercialisation of Intellectual Property assets. Project specific borrowings are utilised where appropriate and also
minor borrowings for operational assets, as required.
(b) Categories of Financial Instruments
Financial assets
Receivables
Other financial assets
Cash and cash equivalents
Financial liabilities
Amortised cost
Contingent consideration at fair value
Reconciliation to total assets
Financial assets (as above)
Non-financial assets
Reconciliation to total liabilities
Financial liabilities (as above)
Non-financial liabilities
2015
$
2014
$
1,063,680
20,989,654
934,000
26,558,006
934,000
9,567,307
28,555,686
31,490,961
21,383,890
8,276,292
5,643,089
5,696,087
29,660,182
11,339,176
28,555,686
31,490,491
40,576,029
33,569,656
69,131,715
65,060,617
29,660,182
7,505,708
11,339,176
8,902,834
37,165,890
20,242,010
(c) Financial Risk Management Objectives
The Board, through the Audit and Risk Management (ARM) Committee, is responsible for ensuring there are adequate
policies in relation to risk management, compliance and internal control systems. In summary, Group policies are
designed to ensure significant strategic, operational, legal, reputational and financial risks are identified, assessed,
and effectively monitored and managed in a manner sufficient for a company of Bionomics’ size and stage of
development to enable achievement of the Group’s business strategy and objectives.
The Group’s risk management policies are managed by the key management personnel and are reviewed by the ARM
Committee according to a timetable of assessment and review proposed by that committee and approved by the Board.
(d) Market Risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates
(see (e) page 69) and interest rates (see (f) page 70).
The Group uses derivative financial instruments to manage its exposure to foreign currency risk, if and when
appropriate.
Unless approved by the Chief Executive Officer and Managing Director and ARM Committee, interest rate derivatives
are not entered into.
The Group measures market risk exposures using sensitivity analysis. There has been no material change to the
Group’s exposure to market risks or the manner in which these risks are managed and measured.
There were no derivative financial instruments outstanding as at 30 June 2015 (2014: nil).
69
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 24: FINANCIAL INSTRUMENTS CONT.
(e) Foreign Currency Risk Management
The Group undertakes certain transactions denominated in foreign currencies; consequently exposures to exchange
rate fluctuations arise. Exchange rate exposures are managed in accordance with established policies. The carrying
amounts of the Group’s foreign currency denominated monetary assets and liabilities at the end of the reporting date
are as follows:
EUR
USD
GBP
LIABILITIES
2015
$
2,655,101
699,374
298,297
2014
$
989,261
1,565,744
465,031
ASSETS
2015
$
2014
$
3,832,179
1,371,560
523,597
20,885,161
-
-
Foreign Currency Sensitivity Analysis
The Group is mainly exposed to Euros, US dollars and Pound Sterling (GBP).
The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against the
relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key
management personnel and represents management’s assessment of the reasonably possible change in foreign
currency rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and
adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below indicates
an increase in profit or equity where the Australian dollar strengthens 10% against the relevant currency. For a 10%
weakening of the Australian dollar against the relevant currency, there would be a comparable impact on the profit or
equity with the balances being the opposite.
EUR IMPACT
USD IMPACT
GBP IMPACT
2015
$
2014
$
2015
$
2014
$
2015
$
2014
$
Profit or loss
44,950
888 (i)
29,659
(1,782,894) (ii)
27,118
42,276 (iv)
Equity
(151,957)
(35,643) (iii)
(13,679)
26,584 (v)
-
-
(i) this is mainly attributable to the exposure outstanding on Euro payables in the Group at the end of the
reporting period.
(ii) this is mainly attributable to the exposure to outstanding USD net assets at the end of the reporting period.
(iii) this is as a result of the changes in fair value of the net investment in subsidiaries denominated in Euros,
reflected in the foreign currency translation reserve.
(iv) this is mainly attributable to the exposure outstanding on GBP payables in the Group at the end of the
reporting period.
(v) this is as a result of the changes in fair value of the net investment in subsidiaries denominated in USD,
reflected in the foreign currency translation reserve.
The Group’s sensitivity to foreign currency has decreased during the current year mainly due to the mix of net assets
held in non-Australian dollar denominated currencies, in particular, the USD receivable valued through the profit or loss.
The sensitivity analysis may not represent the quantum of foreign exchange risk because the exposure at the end
of the reporting period does not reflect the exposure during the year. Requirements change during the financial
year depending on research and development activities being undertaken and contract research service financial
performance.
70
NOTE 24: FINANCIAL INSTRUMENTS CONT.
Forward Foreign Exchange Contracts
It is the policy of the Group to enter into forward foreign currency contracts to cover specific foreign currency payments
and receipts when appropriate (such as when there is a legal commitment to pay or receive foreign currency or the
Chief Executive Officer and Managing Director has a high degree of confidence (>90%) that a foreign currency exposure
will arise).
Under the Group’s Treasury Policy, the Chief Financial Officer (CFO) will manage the foreign exchange transaction risk
adopting the following guidelines:
¨generally hedge foreign exchange exposure identified above by entering into a forward currency contract.
¨the duration of any forward currency contract(s) will approximate the period in which the net currency exposure
arises
¨recognising the uncertainty that exists in projecting forward foreign currency flows, a maximum net foreign
currency exposure position may be held at any point in time.
Due to the long-term nature of the net investment in the Euro and USD denominated wholly owned subsidiaries, the
investments will not be hedged into Australian dollars, with the result that the Australia dollar value of the investments
will fluctuate with the market rate through the foreign currency translation reserve.
There were no forward foreign currency contracts outstanding as at 30 June 2015 (2014: nil).
(f) Interest Rate Risk Management
The Group is exposed to interest rate risk, only in relation to the cash and cash equivalent balance, as entities in the
Group invest funds in both fixed and variable interest rates with various maturities. The Group does not use interest rate
swap contracts or forward interest rate contracts.
Interest Rate Sensitivity Analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the end of the reporting
period and the stipulated change taking place at the beginning of the financial year and held constant throughout the
reporting period.
If interest rates had been 50 basis points higher / (lower) and all other variables were held constant, the Group’s:
¨loss for the year ended 30 June 2015 would increase / (decrease) by $52,469 (2014: increase / (decrease) by
$76,447). This is mainly attributable to the Group’s exposure to interest rates on its variable rate deposits.
The Group’s sensitivity to interest rates has decreased during the current year mainly due to the reduction in interest rates.
(g) Credit Risk Management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient
collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
As at 30 June 2015, the Group does not have any significant credit risk exposure to any single counterparty or any group
of counterparties having similar characteristics. As of 30 June 2014, 98.6% of the Group’s trade and other receivables
related to one customer. The credit risk on liquid funds is limited because the counterparties are banks with high credit
ratings assigned by international credit rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses,
represents the Group’s maximum exposure to credit risk.
(h) Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the Board, which has approved an appropriate liquidity
risk management framework for management of the Group’s short, medium and long term funding. The Group
manages liquidity risk by continuously monitoring forecast and actual cash flows and matching maturity profiles of
financial assets and liabilities. Included in Note 18 is a listing of additional undrawn facilities that the group has at its
disposal to further reduce liquidity risk.
71
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 24: FINANCIAL INSTRUMENTS CONT.
(i) Liquidity and Interest Rate Risk
The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been
drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can
be required to pay. The tables include both interest and principal cash flows.
INTEREST RATE MATURITY
WEIGHTED
AVERAGE
EFFECTIVE
INTEREST
RATE
%
LESS
THAN
1 MONTH
$
1–3
MONTHS
$
3–12
MONTHS
$
1–5
YEARS
$
5+
YEARS
$
TOTAL
$
2015
Non-interest bearing
6,465,626
-
-
140,758
Finance lease liability
7.17
12,571
25,142
110,311
61,927
Fixed interest rate
instruments
TOTAL
2014
5.61
-
1,760,558
4,325,018
10,313,815
6,478,197
1,785,700
4,435,329
10,516,500
Non-interest bearing
4,088,054
-
-
Finance lease liability
7.11
12,571
25,142
113,139
260,794
621,356
Fixed interest rate
instruments
TOTAL
3.19
-
4,100,625
552,837
577,979
106,168
318,505
219,307
1,200,655
-
-
-
-
-
-
-
-
6,606,384
209,951
16,399,391
23,215,726
4,348,848
772,208
977,510
6,098,566
(j) Fair Value of Financial Instruments
Some of the Group’s financial assets and liabilities are measured at fair value at the end of each reporting period. The
value of other financial assets and liabilities approximate their fair value. The following table gives information about
how the fair values of these financial assets and liabilities are determined.
FINANCIAL
ASSETS/
FINANCIAL
LIABILITIES
FAIR VALUE AS AT
30 JUNE
2015
$
30 JUNE
2014
$
FAIR VALUE
HIERARCHY
VALUATION
TECHNIQUE
SIGNIFICANT
UNOBSERVABLE
INPUTS
Contingent
consideration in a
business combination
(Note 34)
Liabilities -
$8,276,292
Liabilities -
$5,696,087
Level 3
Discounted
cash flow
Discount rate
of 25% and
probability
revenue
projections
RELATIONSHIP
OF
UNOBSERVABLE
INPUTS TO
FAIR VALUE
The higher
the discount
rate, the lower
the value.
The higher
the possible
revenue the
higher value
Warrant (Note 21)
Liabilities -
$122,544
Nil
Level 2
Black
Scholes
model
N/A
N/A
The significant inputs used for Level 3 and disclosed above and the inputs used for Level 2 are disclosed in Note 22(e).
72
NOTE 24: FINANCIAL INSTRUMENTS CONT.
Reconciliation of Level 3 fair value measurements
Opening balance
Total gains or losses:
- in profit or loss
Closing balance
2015
CONTINGENT
CONSIDERATION
IN A BUSINESS
COMBINATION
2014
CONTINGENT
CONSIDERATION
IN A BUSINESS
COMBINATION
5,696,087
5,348,695
2,580,205
8,276,292
347,392
5,696,087
The carrying value of all other financial assets and liabilities approximate their fair value.
NOTE 25: KEY MANAGEMENT PERSONNEL COMPENSATION
The aggregate compensation made to directors and other members of key management personnel of the Group is set
out below:
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Total key management personnel compensation
2015
$
2014
$
1,613,080
1,363,111
56,161
33,719
218,368
50,720
9,902
211,835
1,921,328
1,635,568
73
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 26: COMMITMENTS FOR EXPENDITURE
(a) Finance Leases
The Group leases scientific equipment under finance leases. The average lease term is three years (2014: three
years). Under the terms of the lease, the Group retains ownership at the completion of the agreed term. Interest rates
underlying all obligations under finance leases are fixed at the respective contract dates ranging from 5.22% to 7.37%
(2014: 3.12% to 7.37%) per annum.
MINIMUM LEASE PAYMENTS
PRESENT VALUE OF LEASE
PAYMENTS
Finance Lease Liabilities
Within one year
Later than one year but not greater than five
Future finance charges
Present value of minimum lease payments
2015
$
148,024
61,927
209,951
(9,546)
200,405
2014
$
150,852
621,356
772,208
(27,967)
744,241
Represented in the financial statements (Note 18) by:
Current borrowings
Non-current borrowings
2015
$
147,177
53,228
200,405
-
2014
$
141,307
602,934
744,241
-
200,405
744,241
2015
$
147,177
53,228
200,405
2014
$
238,600
505,641
744,241
(b) Operating Leases
Operating leases relate to business premises with lease terms of between two and ten years. The building premise
leases have options of +2 and +5+5 year terms respectively.
Non-cancellable operating lease commitments
Within one year
Later than one year but not greater than five
Later than five years
Minimum lease payments
2015
$
2014
$
1,111,500
4,003,550
889,714
6,004,764
1,017,196
3,877,702
1,727,286
6,622,184
74
NOTE 26: COMMITMENTS FOR EXPENDITURE CONT.
(c) Rental Agreements
The Group sub-lets areas of its facility under agreements that are renewed annually. Rent received from these
agreements is treated according to the accounting policy outlined in Note 2(c).
Future Rental Income Receivable
Within one year
Later than one year but not greater than five
2015
$
152,335
152,335
304,670
2014
$
152,335
152,335
304,670
NOTE 27: EVENTS OCCURRING AFTER REPORTING DATE
The Group announced the appointment of Anthony Colasin as Chief Business Officer on 3 August 2015, no other matters
or circumstances have arisen since the end of the financial year which significantly affect or may significantly affect the
results of the operations of the Group.
NOTE 28: REMUNERATION OF AUDITORS
During the financial year the following services were paid and payable to the external auditor:
Auditor of the Group
Audit or review of the financial report
Other services
The auditor of Bionomics Limited is Deloitte Touche Tohmatsu.
2015
$
160,670
120,500
281,170
2014
$
146,103
21,534
167,637
75
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 29: CASH FLOW INFORMATION
(a) Cash and cash equivalents
For the purposes of the consolidated statement of cash flows, cash and cash equivalents include cash on hand and in
banks, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the reporting period as shown in the
consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial
position as follows:
Cash and cash equivalents (Note 8)
Bank overdraft (Note 18)
(b) Reconciliation of operating (loss)/profit to net cash outflow from operating activities
(Loss)/Profit for the year
Items in (loss)/profit
Depreciation and amortisation
Share-based payments
Gain on bargain purchase
Loss on asset disposals
Contingent consideration – accretion interest
Contingent consideration – adjustment to inputs
Amortisation of borrowing costs
Net unrealised foreign exchange differences
Interest received
Warrant mark-to-market
Changes in operating assets and liabilities
Decrease/(Increase) in receivables
Decrease/(Increase) in research and development incentive receivables
Decrease/(Increase) in other assets
(Increase)/Decrease in inventory
(Decrease)/Increase in provisions
(Decrease)/Increase in other liabilities
Increase/(Decrease) in payables
Decrease in deferred tax liability
Net cash inflows/(outflows) from operating activities
2015
$
2014
$
26,558,006
9,567,307
(45,473)
-
26,512,533
9,567,307
2015
$
2014
$
(16,949,405)
3,206,616
1,713,492
1,500,936
515,474
(539,917)
8,063
156,362
945,804
45,931
3,631,726
(948,456)
(101,368)
150,923
-
6,765
522,266
-
-
(174,874)
(563,574)
-
19,992,314
(20,247,285)
(504,143)
(822,082)
(147,713)
(359,647)
(501,256)
(23,670)
15,103
144,389
(3,380,095)
3,230,142
2,007,496
(327,718)
(183,255)
-
4,936,118
(12,916,774)
NOTE 30: EARNINGS PER SHARE
Basic (Loss)/Earnings per share
Diluted (Loss)/Earnings per share
76
2015
($0.04)
(4 cents)
($0.04
(4 cents)
2014
$0.01
1 cent
$0.01
1 cent
The basic and diluted (Loss)/Earnings per share amounts have been calculated using the ‘(Loss)/Profit after income tax’
figure in the consolidated statement of comprehensive income.
(Loss)/Profit per share (Basic and Diluted):
(Loss)/Profit after tax for the year
Employee options
2015
$
2014
$
(16,949,405)
3,206,616
2015
NUMBER
9,798,480
2014
NUMBER
1,540,000
The warrant issued by the Company (see Note 21) has been excluded from the weighted average number of ordinary
shares.
NOTE 31: RELATED PARTY TRANSACTIONS
a) Parent Entity
The immediate parent and ultimate controlling party of the Group is Bionomics Limited. Interests in subsidiaries are set
out in Note 13.
(b) Key Management Personnel
Disclosures relating to compensation of key management personnel are set out in Note 25 and the Directors’ Report.
(c) Loans to Directors and Other Key Management Personnel
There were no loans to any directors of the Company or other key management personnel of the Group during the
financial year ended 30 June 2015 (2014: $0).
77
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 32: PARENT ENTITY INFORMATION
The accounting policies of the parent entity, which have been applied in determining the financial information shown
below, are the same as those applied in the consolidated financial statements. Refer to Note 2 for a summary of the
significant accounting polices relating to the Group.
Financial Position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Accumulated losses
Share-based payments reserve
Total equity
Financial Performance
(Loss)/Profit for the year
Other comprehensive income
Total comprehensive income
YEAR ENDED
30 JUNE 2015
$
YEAR ENDED
30 JUNE 2014
$
38,090,327
40,037,551
21,991,786
19,030,987
60,082,113
59,068,538
11,140,329
17,734,833
8,257,939
6,020,532
28,875,162
14,278,471
31,206,951
44,790,067
111,990,221
111,721,671
(83,119,709)
(68,752,569)
2,336,439
1,820,965
31,206,951
44,790,067
YEAR ENDED
30 JUNE 2015
YEAR ENDED
30 JUNE 2014
(14,367,140)
4,371,102
-
-
(14,367,140)
4,371,102
(a) Property, Plant and Equipment Commitments
There are no contractual commitments for the acquisition of property, plant or equipment as at 30 June 2015 (2014: Nil).
(b) Contingent Liabilities and Guarantees
The contingent liabilities and guarantees of the parent are the same as disclosed in Note 35 and Note 9 respectively.
78
NOTE 33: CONTINGENT CONSIDERATION
During the year ended 30 June 2013, the Company acquired Eclipse Therapeutics, Inc. (Eclipse) into the wholly owned
subsidiary Bionomics, Inc.
Part of the consideration are potential cash earn-outs to Eclipse security holders based on achieving late stage
development success or partnering outcomes based on Eclipse assets. Due to the movement in the US dollar, change in
projected inputs and unwinding of interest, at 30 June 2015 this was $8,276,292 (30 June 2014: $5,696,087).
Dr Jonathan Lim, a Director of Bionomics, was the Chairman and Chief Executive Officer of Eclipse at the time of the
acquisition of Eclipse, and joined the Board of Directors of Bionomics in connection with the closing of the acquisition.
As a shareholder of Eclipse at the time of the acquisition, Dr Lim is therefore eligible to receive his pro rata share of any
potential contingent consideration to Eclipse security holders. As at 30 June, 2015 Dr Lim’s pro-rata share of the contingent
consideration would be $1,763,926 (2014: $1,214,007), assuming the contingent consideration was fully earned.
Opening Balance
Accretion interest
Adjustment for changes in timing of expected revenue projections
FX movement
Closing balance
2015
$
2014
$
5,696,087
5,348,695
156,362
945,804
522,266
-
1,478,039
(174,874)
8,276,292
5,696,087
NOTE 34: BUSINESS COMBINATIONS - ACQUISITION OF PRESTWICK CHEMICAL
On 23 September 2014, the Company announced the acquisition of Prestwick Chemical (Prestwick) into a new wholly
owned subsidiary PC SAS with effect from 1 October 2014. Prestwick is a premium provider of medicinal chemistry
services and screening libraries. It specialises in research and development services in early drug discovery based
on its expertise and state-of-the-art computational technology. The acquisition of Prestwick vertically integrates key
functions within Bionomics in early stage drug discovery and development in neuroscience and oncology.
Consideration transferred
Cash
$
391,136
Acquisition-related costs amounting to $66,596 have been excluded from the consideration transferred and have been
recognised as an expense in profit or loss in the year, within the “administration expenses” line item.
Assets acquired and liabilities assumed at the date of acquisition
Current assets
Inventory
Non-current assets
Property, plant and equipment
Current liabilities
Employee provisions
Other payables
Non-current liabilities
Deferred tax liability
$
159,350
2,212,081
(552,403)
(266,506)
(621,469)
931,053
79
NOTES TO THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
NOTE 34: BUSINESS COMBINATIONS - ACQUISITION OF PRESTWICK CHEMICAL CONT.
Gain on bargain purchase
Fair value of identifiable net asset acquired
Less: consideration transferred
Gain on bargain purchase arising on acquisition (Note 5)
$
931,053
(391,136)
539,917
The gain on bargain purchase has been recognised as other income in the Consolidated Statement of Profit or Loss and
Other Comprehensive Income. As the predecessor company was in administration, the administrator sought bids for
the assets of the company and the Group was the only bidder.
Impact of acquisition on the results of the Group for the year ended 30 June 2015
Included in the loss for the 2015 full-year is $72,335 attributable to this acquisition. Revenue for the full-year includes
$1,652,233 in respect of this acquisition.
Had the acquisition been effected at 1 July 2014, the revenue of the Group from continuing operations for the twelve
months ended 30 June 2015 would have been $8,326,477, and the loss from continuing operations for the twelve months
ended 30 June 2015 would have been $16,704,964. The directors of the Group consider these ‘pro-forma’ numbers to
represent an approximate measure of the performance of the combined group on a yearly basis. This may provide
a reference point for comparison in future years, but will depend on the revenue and profit derived from external
customers versus internal customers.
In determining the ‘pro-forma’ loss of the Group had Prestwick been acquired at the beginning of the year:
¨Depreciation has been calculated for plant and equipment acquired on the basis of the fair values arising in the
initial accounting for the business combination rather than the carrying amounts recognised in the pre-acquisition
financial statements; and
¨An assumption of a similar level of contract research work and chemical library sales has been made.
NOTE 35: CONTINGENT LIABILITIES
A contingent liability exists in relation to employee contracts of up to $887,038 (2014: $534,395) in the event of
redundancy, purchase or merger of the Company by a third party resulting in a material diminution in the employees
duties.
In January 2012, the Company entered into a research and license agreement with Ironwood Pharmaceuticals, Inc., or
Ironwood, pursuant to which Ironwood was granted worldwide development and commercialisation rights for BNC210.
In November 2014, the parties mutually agreed to terminate this license agreement, reverting all rights to BNC210 back
to the Company. Our sole obligation to Ironwood is to pay Ironwood low single digit royalties on the net sales of BNC210,
if commercialised. It is not practicable to estimate the future payments of any such royalties that may arise due to the
stage of development of BNC210.
DIRECTORS’ DECLARATION
80
The directors declare that:
a) 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;
b) in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting
Standards issued by the International Financial Reporting Standards, as stated in Note 2 to the financial statements;
c) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the
Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial
position and performance of the consolidated entity; and
d) the directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the directors
Graeme Kaufman
Chairman
Deborah Rathjen
Chief Executive Officer and Managing Director
Dated this 7th day of August 2015
81
INDEPENDENT AUDIT REPORT
82
83
CORPORATE GOVERNANCE STATEMENT
The Corporate Governance Statement for the 2014/2015 financial year is located on the Company’s website under the
“About” tab or by copying the following to a web browser http://www.bionomics.com.au/about/corporate-governance
SHAREHOLDER INFORMATION
All shareholder information provided is current as at 7th September 2015.
Difference in Results Reported to the ASX
There are no material differences between the figures reported in the financial statements and those lodged with
the ASX in the Company’s Appendix 4E for the year ended 30 June 2015, other than those previously announced to the
market.
Audit and Risk Management Committee
The Company established an Audit and Risk Management Committee in July 2002. The main responsibilities of the Audit
and Risk Management Committee are set out in our ‘Corporate Governance Statement’ published on the Bionomics
website under “Investors” and then “Corporate Governance”.
Corporate Governance
Bionomics’ corporate governance practices are set out in the section headed ‘Corporate Governance Statement’
published on the Bionomics website under “Investors” and then “Corporate Governance”.
Substantial Shareholders
Substantial holders in the Company are set out below:
ORDINARY SHARES
Link Traders (Aust) Pty Ltd
John Leaver
Ausbil Dexia Limited
The Australian National University
NUMBER HELD
40,187,873
24,241,071
24,000,000
21,642,425
Equity Securities
There are 5,011 holders of ordinary shares in Bionomics.
The number of shareholdings held in less than marketable parcels is 609.
Voting Rights
There is one class of quoted equity securities issued by the Company, ordinary, with voting rights attached to the
ordinary shares. One share equates to one vote.
CATEGORY (SIZE OF HOLDING)
ORDINARY SHARES
UNLISTED OPTIONS
NUMBER OF SECURITY HOLDERS
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
495
1,563
862
1,770
321
5,011
0
8
2
56
15
81
SHAREHOLDER INFORMATION CONT.
84
Twenty largest holders of each class of quoted equity securities
The names of the 20 largest holders of each class of quoted equity securities are listed below:
NAME
1 National Nominees Limited
2 Link 405 Pty Ltd
3 HSBC Custody Nominees (Australia) Limited
4 The Australian National University
5 Wenola Pty Ltd
6 CVC Limited
7 Citicorp Nominees Pty Ltd
8 JP Morgan Nominees Australia Limited
9 City Hill Venture Partners LLC
10 Longfellow Nominees Pty Ltd
11 BNP Paribas Noms Pty Ltd
12 Balzac Investments Pty Ltd
13 Citicorp Nominees Pty Ltd (CFS Investment A/C)
14 Mr Mark Richard Potter & Mrs Rebecca Amy Potter
15 Mr Christopher Reyes
16 Provendore Pty Ltd
17 Charmed5 Pty Ltd
18 Mandalay Capital Pty Limited
19 Mr Peter Chu
20 Lee-Sands Nominees Pty Ltd
UNQUOTED EQUITY SECURITIES
ORDINARY SHARES
NUMBER HELD
79,463.601
39,578,873
29,832,955
21,142,425
19,086,467
15,162,264
7,996,095
6,703,860
5,012,331
4,500,000
4,447,307
4,275,000
3,821,754
3,500,000
3,029,205
3,000,000
1,750,000
1,650,000
1,389,920
1,326,002
PERCENTAGE
OF ISSUED
SHARES
19.00
9.46
7.13
5.06
4.56
3.63
1.91
1.60
1.20
1.08
1.06
1.02
0.91
0.84
0.72
0.72
0.42
0.39
0.33
0.32
256,668,059
61.37
NUMBER ON
ISSUE
NUMBER OF
HOLDERS
Options issued pursuant to Bionomics Limited Employee Share Option Plan
9,984,480
81
85
COMPANY PARTICULARS
Bionomics, a listed public Company, is domiciled and
incorporated in Australia.
Bionomics is not listed on any other stock exchanges other
than the ASX.
Bionomics shares are listed on the Australian Securities
Exchange under the code BNO.
DIRECTORS
REGISTERED AND ADMINISTRATIVE OFFICE
31 Dalgleish Street
Thebarton SA Australia 5031
Telephone: +61 8 8354 6100
Facsimile: +61 8 8354 6199
E-mail: info@bionomics.com.au
Web Address: www.bionomics.com.au
SHARE REGISTRY
Computershare Investor Services Pty Limited
Level 5, 115 Grenfell Street
Adelaide SA Australia 5000
Telephone: 1300 556 161 (within Australia)
+61 3 9415 4000 (outside Australia)
E-mail: web.queries@computershare.com.au
Web Address: www.computershare.com
SOLICITORS
Johnson Winter & Slattery
211 Victoria Square
Adelaide SA Australia 5000
AUDITORS
Deloitte Touche Tohmatsu
11 Waymouth Street
Adelaide SA Australia 5000
PATENT ATTORNEYS
Griffith Hack
Level 10, 161 Collins Street
Melbourne VIC Australia 3000
Davies Collison Cave
1 Nicholson Street
Melbourne VIC Australia 3000
Mr Graeme Kaufman
Chairman
Dr Deborah Rathjen
Chief Executive Officer
and Managing Director
Mr Trevor Tappenden
Non-Executive Director
Dr Errol De Souza
Non-Executive Director
Dr Jonathan Lim
Non-Executive Director
SENIOR MANAGEMENT
Dr Deborah Rathjen
Mr Anthony Colasin
Dr José Iglesias
Dr Jens Mikkelsen
Mr Jack Moschakis
Ms Melanie Young
Chief Executive Officer
and Managing Director
Chief Business Officer
Chief Medical Officer
Chief Scientific Officer
Legal Counsel
and Company Secretary
Chief Financial Officer
SCIENTIFIC ADVISORS
Dr Carrolee Barlow PhD MD BA
Dr Glenn Begley MBBS, PhD, FRACP
Dr Dennis Carson MD BA
Prof Jonathon Cebon MBBS, PhD, FRACP
Dr Philippe Danjou MD PhD
Dr Jayesh Desai FRACP
Dr Errol De Souza PhD
Professor Paul Fitzgerald PhD MSc
Dr Richard Hargreaves PhD
Dr Ann Hayes PhD Bsc
Dr Fiona McLaughlin PhD FSB
Prof Danny Rischin MBBS, FRACP, MD
Prof Paul Rolan MBBS, MD
Dr Fiona Thomson PhD
Dr CD Nigel Toseland FRCPath
Dr Frank Yocca PhD
Bionomics ordinary shares commenced trading on the
OTCQX marketplace n the US effective 2 March 2015
under the ticker code “BNOEF”.
Investors can find current financial disclosure and real-
time level 2 quotes for Bionomics on www.otcmarkets.com
For more information, please visit www.otcmarkets.com
31 DALGLEISH STREET,
THEBARTON, SA
AUSTRALIA, 5031
WWW.BIONOMICS.COM.AU
ABN 53 075 582 740
2015
BIONOMICS
ANNUAL
REPORT