ANNUAL REPORTLeading the way in life-changing diagnostics.2022 IMEXHS was established in 2012 by a team of
radiologists and software engineers with the goal
of addressing the high cost of healthcare and the
lack of access to advanced technology.
Today, the company boasts a team of over 300
in two areas: Medical
employees, operating
Imaging Software and Radiology Services. Our
is designed to be web-based and
software
artificial
cloud-compatible,
intelligence technologies, while maintaining a
competitive pricing model. Our Radiology Services
division is staffed by a team of more than 150
radiologists, who use our software exclusively.
includes
and
Over the past decade, we have embarked on an extraordinary journey to
expand healthcare access to even the most remote and underserved areas.
Our journey began in 2012, when we founded our company in Bogota,
Colombia, with a mission to provide medical technology solutions to healthcare
professionals operating in challenging environments.
In 2015, we expanded our services to countries throughout Latin America,
including Mexico and Ecuador.
Three years later, in 2018, we achieved a significant milestone by listing on the
Australian Stock Exchange (ASX: IME), broadening our global presence and
reach.
By 2019, we had secured FDA clearance in the US and expanded our offerings
to new medical verticals and innovative AI tools.
The following year, in 2020, we launched AQUILA in the Cloud, (now IMEXHS
Cloud), a standardised radiology imaging solution that accelerated our global
expansion even further.
In 2021, we acquired RIMAB SAS to strengthen our radiology services business
and gain access to a vast repository of data from our in-house radiologists.
As we moved into 2022, we implemented a clear strategy focused on achieving
profitability, which involved reducing costs, retaining recurring revenue
sources, and acquiring new customers.
Our journey thus far has been both inspiring and rewarding, and we remain
dedicated to driving progress and innovation in the healthcare industry.
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Table of contents:
Global footprint and key stats
Financial highlights
Chairman’s letter
CEO’s report
About us
Updates on software and product
development
Our team & culture
Financial report
04
07
09
12
15
21
24
28
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Make it differentGlobalfootprint & certifications 2022 | IMEXHS Limited | Annual Report | 05Make it fasterCertificationsGlobal footprintAustraliaSpainThailandBoliviaChilePeruCosta RicaEl SalvadorGuatemalaDominicanRepublicColombiaEcuadorPanamaBrazilHondurasNicaraguaMexicoUnited States 2022 | IMEXHS Limited | Annual Report | 06Make it faster10.7m# New studiesper annum8PetabytesStored692mImages (Stored- Anonymized)2.7mUsers Patient Portal3.5mPortalEntries35CurrentDistributors+3,000Specialist Using our application449Sites Runningour solutionKey Stats 2022 Make it faster2022 | IMEXHS Limited | Annual Report | 07SalesRevenue$17.1mFY22 Financial HighlightsUp 28% yoyUp 34% on a constant currency basisDebt$1.1mvs $2.4m as at 31 December 2021Annualised Recurring Revenue (ARR) $19.7mDown 4%Up 8% in constant currency basisClosingCash$1.9mvs $4.2m at 31 December 2021Underlying EBITDA($0.1m)vs ($1.4m)in FY21 2022 | IMEXHS Limited | Annual Report | 08Make it faster25201510502018 2019 2020 2021 2022SpotNot Yet BillingConstant CurrencyNot Yet Billing$mARRRevenue $6.4m$10.7m--------$17.1m$9.2m$10.5m$19.7m$1.1m$0.7m($1.9m)($0.1m)Underlying EBITDACorporateTotal SoftwareRadiology ServicesSegment Financials Annualised Recurring Revenue Make it differentCharmain’s letter Chairman’s Letter to Shareholders
Dear Shareholders:
As investors know, 2022 was a challenging year for markets. Midway through the year the world
started to come out of its response to the Covid pandemic with countries moving at different
speeds but with all central banks and government fiscal policy stimuluses still propping up
economies and encouraging demand. Unsurprisingly, we saw accelerating inflation across the
board touching every aspect of economies. Most countries went into and through 2022 with
strong employment. Adding to the encouragement of interest rates at record lows and fiscal
generosity we saw ongoing supply chain disruption as a hangover from Covid together with
global tensions and Russia’s attack on Ukraine, all which have contributed to inflation returning
to levels not seen for many years. The response in the 3rd and 4th quarters, as we know, has
been increased interest rates around the world though not much in the way of fiscal tightening.
The impact on asset values has been a re-rating across the board of public markets and of assets held in private equity and
venture capital, Also, the number and value of transactions have sharply decreased. We saw pre-profit tech stocks fall and capital
availability become limited.
Against the backdrop of dynamic market conditions and prudent decision-making, the Board and Management implemented a
cost optimisation project to enhance profitability while preserving robust growth prospects. The project, executed during Q2 and
Q3 of 2022, targeted operating and software development costs, with a total reduction in Opex and Capex expenses amounting
to approximately $250k per month. As we monitor performance in the upcoming year, we will assess opportunities for additional
investment in product or market expansion."
The company also raised capital of $4m in August and Board members strongly supported that raise as did shareholders. Raising
modest amounts of capital is not particularly efficient but under the circumstances necessary. Board members ceased to be paid
cash fees from 1 April 2022 and are paid in shares.
Directors participated strongly in the capital raise so it was prudent to advise the market at the time of the existence of two active
contract negotiations. However, as events would have it these took much longer to close than expected with one Enterprise
Software contract for radiology and cardiology at Mexico’s IMMS hospitals not closing until December 2022 and another yet to be
executed.
The cost out project has been accompanied by decisions to pursue those product and market development projects that had a
near term path to profit. The changes allow us to continue to strongly support customer service and to grow markets where we
were confident, we could do so profitably. That has involved some hard decisions. The cost of direct sales teams in new markets
is substantial. We had made progress in the USA, but we could not continue to support the cost of a team there. Consequently,
we have, for the time being, withdrawn from that market as a direct sales operation though we will of course continue to support
our current customers in the USA.
So, what does our strategy look like going forward?
Our strength is in Latin America, and we continue to see good growth in the key markets. Our sales of IMEXHS Cloud have mostly
been through our partner program and mostly outside of Colombia. We do have direct sales and support in Mexico alongside
Partners and our growth there accelerated in 2022. We have entered the Brazilian market with Partners and are making good
progress across Central and South America. We will sell into other markets both opportunistically and strategically as appropriate.
All our software sales in Latam outside of Colombia are priced in USD or in a relevant strong currency such as AUD or Euro. This
policy has been in place for some time, however, the revenue now priced in these currencies is growing and becoming of
substance. In 2022, software revenue of 31% was priced in hard currencies which is translated into COP or local currency at the spot
rate.
Our customers love our software - it meets the highest functional needs, easy to use, lowers their operating cost, fast to install and
integrates with clinic and hospital systems. You can see the acceptance and use of our software through the growth metrics of
number of studies, volume of data storage and the number of radiologists and other clinicians using our tools. Similarly, the
growth in studies reported through RIMAB shows the strength of our offering.
On the software development front, we have oriented our program to prioritize customer-centric features and projects that have
a clear path to profitability in the near term. As a result, some of our potential ‘game changers’ such as the Universal Platform 'all
ologies' imaging project, have experienced some delays but remain viable and promising. Like all cloud-based technology
enterprises, our company incurs a significant and increasing expenses related to data storage. In Q1 of 2023, we are conducting
trials for a new PACS architecture, aimed at achieving a minimum 50% reduction in storage costs.
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In the fourth quarter we launched a software based DICOM router which
increase the speed of installation and the ease of integration of Modality
worklists.
Several new releases were carried out across the year that had the effect of
improving the usability, functionality, and efficiency of our software.
There has been considerable progress in the automation of several functions
in helpdesk and in software implementation this has achieved both a cost
reduction and an improvement in customer satisfaction scores.
Since our acquisition of RIMAB in October 2021, we have successfully
integrated their services into our operations and eliminated any potential
conflicts of interest. Although this has simplified our business management,
we still face challenges in separating our accounting processes into distinct
business units for software and radiology services.
RIMAB operates as a full-service radiology services provider to major
hospitals, clinics, and medical insurance companies in Colombia. In addition,
it offers Tele-radiology reporting services to providers in Spain and Mexico.
What sets RIMAB apart is the depth of academic specialisation within their
team of outstanding radiologists, who use IMEXHS Enterprise exclusively and
gain a unique productivity advantage.
The acquisition has provided an outstanding showcase for our software, and
RIMAB will continue to expand
in Colombia while exploring new
opportunities in nearby markets. We are confident that our combined
expertise and resources will enable us to deliver exceptional radiology
services and technology solutions to even more customers in the years to
come.
The fourth quarter of 2022 and the early weeks of 2023 saw sales in line with
plan of software and new contracts for radiology services which will provide
us with a strong start to 2023.
During the year, the management team continued to evolve with some good
hires. Management has addressed many important matters during the year
including key areas of price structure, client commitment, implementation
process, pace and discipline, collections, development program and its
pathway to profitability, better defined go-to-market and target markets and
operating cost.
As we move through 2023 and can demonstrate profitable growth we will,
where appropriate, invest in further growth opportunities.
I want to thank the directors and management for their effort and support
during 2022 and we enter the new year with confidence in the direction the
company is pursuing.
Doug Flynn
Chariman
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Make it differentCEO’S report Make it faster2022 | IMEXHS Limited | Annual Report | 13We founded IMEXHS in 2012 to improve the quality of life of patients and doctors by developing cutting edge technology to address the real needs of physicians, hospitals, clinics and diagnostic centres. Developing an innovative cloud-based medical Imaging Software as a service, has allowed us to become a market leader in Latin America. Guided by our philosophy, ‘Where innovation and technology meet medical experience,’ we are achieving great things for our Company, our customers, and our future. In October 2021 IMEXHS acquired RIMAB SAS, a Colombia-based radiology services provider. The acquisition strengthened IMEXHS’s customer offering with imaging and teleradiology services. 2022 was an important year for IMEXHS. During the year, the Company has taken a definitive pathway to achieve profitability based on a cost reduction plan, maintaining existing recurrent revenues, and winning new customers. The improvements in the onboarding process plus the optimization of the post-sales support have been key objectives for the Company, including the automation of the most time-consuming activities. The standardized product IMEXHS Cloud, keeps contributing to the geographical expansion and footprint. The radiology services business confirms the attractiveness of the outsourcing model after the renewal of three of the largest contracts, one with Colsubsidio and two with Colombia’s National Police Force and building the foundations for a profitable stage for the company. The Company has demonstrated the scalability of the business across different geographies with an attractive product and disruptive business model and is focused on generating positive numbers in 2023.In August 2022 the company announced that it had received binding commitments for $2m via a placement and was undertaking a non-renounceable pro-rata entitlement offer to raise a further $2m. The Capital raising was completed by the end of September and was strongly supported by shareholders and Directors. The net proceeds from the placement have been used to pay down existing high yield debt, fund working capital and for general corporate purposes and are expected to fund the Company through to run rate cashflow positive. We are pleased to report strong underlying growth in all our key metrics in FY22. Revenue for the twelve months ended 31 December 2022 was $17.1m, up 28% and up 34% on a constant currency basis versus FY21. Annual Recurring Revenue (ARR) of $19.7m was up 8% on a constant currency basis, with new customer contracts and increased volumes offsetting a customer the company chose to exit on 1 July 2022. ARR of $19.7m consisted of $10.5m from Radiology and $9.2m from Software. We had forecast that the company would be underlying EBITDA positive for the year however we were slightly behind this with an underlying EBITDA loss of ($0.1m), though this was a $1.3m improvement on prior year. The Company had also forecast to reach monthly run-rate underlying cash break-even within the last quarter and whilst that was achieved in the month of October there was $0.4m collection slippage through to early January which would have made the operating cashflows positive in the last quarter.Despite these narrow misses, the company has shown steps towards positive cash flow and profitability in particular the reduction in operating costs and in capital expenditure through the cost-out program undertaken during the year.The pipeline of volume increase from current customers remains strong. There is a high priority to implement ‘contracts not yet billing’ and have them contribute as soon as possible. Negotiations of material contracts is taking longer than expected, but have continued to progress in the first quarter of FY23. Our high touch and customized enterprise solution, IMEXHS Enterprise, is the main source of our existing software revenues and continues to grow due to new contract wins and internal volume growth from existing customers. This product has helped build our reputation and allows us to upsell, but importantly the platform demonstrates its value in increasing productivity. The new IMSS ~$440k ARR high margin deal, is the first material contract with public hospitals outside Colombia and confirms the competitiveness of our enterprise platform for big-complex centres. Also, the $1.1m ARR Colombia Police Department contract won through a public tender process in December 2021 and renewed in October 2022, reflects a reactivation of purchase activities among larger public sector customers and shows that the enhancement of our platform is already generating good traction. Our disruptive standardized offering, IMEXHS Cloud, continues to generate strong interest, addressing the underserviced need for small to mid-size enterprises around the world. There were 169 active IMEXHS Cloud contracts across LATAM, US and Australia as of 31 December 2022. We took the strategic decision in 2022 to focus on the near-term opportunities both in geographic markets and product development projects. Of necessity the high cost of operating directly in the USA could not be maintained. The opportunity 2022 | IMEXHS Limited | Annual Report | 14Make it fasterDr German ArangoCEO and Co-Founderremains to address future geographical expansion with innovation and product development. The company will consider such wider ambitions in the future. In 2022 the key priority was the optimization of the implementation process for IMEXHS Cloud, which resulted in substantial improvements in all deployment related KPI’s and contract to revenue times. RIMAB was fully incorporated into the IMEXHS processes and structure during 2022, eliminating any duplication and redundancy resulting in cost optimization across the Group. RIMAB continues to be a clear leader in the Colombian Radiology services market, now enhanced by the availability of IMEXHS technology and mature processes. The cessation of the services provided to a substantial client in June due to bad payment behaviour, led a decrease in our ARR, which has been partially backfilled.The renewal of our biggest contract with Colsubsidio and of the two contracts with HOCEN is a clear demonstration of the quality of our services and of the level of satisfaction of our customers, with the addition of improved pricing for all of them, the year ahead looks much more promising for us. The opportunities for RIMAB with the IMEXHS contribution are exciting and will contribute to the company's growth in the near term. Furthermore, IMEXHS is being fed by the information from the Radiologic practice available in the 35 sites where RIMAB is providing services, improving the user experience and usability, and growing our AI data library, now with more than 2 billion images stored.Our partner’s program has evolved into a more mature structure with optimized processes and higher satisfaction from the distributors network. We are confident there is a big window of opportunity in the Latin-American region mostly through the growing footprint, reference sites and reputation of our products.We created a knowledge database to include tutorials, videos, papers, and any type of information to support the proper understanding and training of the partners network, reducing significantly the IME intervention in the deployment process and post-sales tickets requirements.The program supports the existing product line and expands our global reach, now with 35 distributors in 15 countries. Additionally, the new channel and distribution strategy has been well validated with the IMEXHS partner’s network, able to deliver most of the IMEXHS Cloud deals (+80%) across 15 countries. Recertification in ISO 13485 and FDA clearance were achieved, as well as some other country’s regulatory registrations.Our CFO Reena Minhas has transformed with more structure and a new team the financial department, with significant improvements in KPIs of billing, collections and reporting activities, contributing to improved operations and anticipating the future growth and scalation of the business.The software development roadmap has been focused on product improvements to address concrete short to mid-term opportunities, while protecting the long term single medical imaging platform view. The focusing strategy is helping us to optimize resources for revenue generating priorities and has been supported by the implementation of more structured processes and methodologies. This has resulted in significant improvement in quality and agility of the software development activities. The strategy and the structured implementation have been enhanced by the knowledge and experience of the company’s CTO, Orlando Joven, who is bringing new and disruptive methodologies while, taking a key leadership role in the operations of IME.In closing, 2022 was a year of strategic refocus to achieve a path to profit whilst maintaining existing recurrent revenues and winning new customers. Looking to 2023, the profitability pathway has been taken and remains the priority for the year ahead. This will be supported by protecting the existing recuring revenues, the acceleration of onboarding process to generate new revenues from already signed deals, the sales strategy of bringing new high margin software deals across the LATAM region, plus the growth traction from the radiology services front and the tight control on the cost structure.We will keep a dynamic permanent evaluation of the strategy, to reactivate the investment in sales and marketing in US and Australia, as soon as our financial position allow us to do so. We are also focused on going into a next level of quality of the radiology services, improving onboarding of new customers and post sales service satisfaction levels and keep developing under the previously mentioned strategic premises, with agility and high-quality standards products for the sort-mid-term and for the long-term view of a single medical imaging platform.I would like to extend my sincere thanks to the directors for their guidance, as well as the management team in Colombia and Sydney, and the whole IMEXHS team for their efforts. Make it differentAbout us 2022 | IMEXHS Limited | Annual Report | 16Make it fasterValue propositionCommunication / development pillarsIMEXHS: Our innovative cloud-based software solutions are intuitive, comprehensive, and accessible to facilities of all sizes around the world.IMEXHS Cloud:offers cutting-edge imaging solutions designed for healthcare centres that require secure, efficient, and cost-effective processing of more than 500 studies per month. Our ready-to-use platform ensures the secure storage, smooth visualisation, and streamlined optimisation of all imaging processes. With advanced functionality, our imaging solutions provide the highest level of data security and confidentiality, while enabling healthcare professionals to deliver better patient outcomes at the best possible value.IMEXHS Enterprise:provides advanced imaging solutions that are designed to be easily integrated into the infrastructure of hospitals and healthcare institutions. Our solutions are highly flexible, customisable, and modular, making them ideal for healthcare organisations of all sizes and types. Our technology can process over 10,000 images per month, streamlining complex processes and increasing efficiency. With our focus on flexibility and scalability, we can tailor our solution to meet the unique needs of any healthcare organisation, no matter the complexity of their workflow.Make it fasterBased on our principle of optimization, we constantly seek ways to improve the quality of life for patients and physicians worldwide by simplifying processes and increasing efficiency.Make it EasyWe prioritize an intuitive approach to everything we do, with the goal of reducing complexity and promoting the well-being of patients, physicians, partners, clients, and employees.Make it for allOur purpose is to democratize access to high-tech image management platforms for centers of all sizes, while creating and sharing efficient business models that benefit society.Make it DifferentAs agile innovators, we actively seek growth opportunities and new developments that allow us to fulfill our purpose in unique and impactful ways. 2022 | IMEXHS Limited | Annual Report | 17Make it fasterIMEXHS now has 169 active IMEXHS Cloud customers across 18 countries which represents a 52% increase compared to 2021.Our OfferingIMEXHS Cloud (previously AQUILA in the Cloud)IMEXHS Cloud is the Company’s standardised radiology offering launched in May 2020. It provides small and medium-sized centres with an affordable and accessible RIS/PACS product.The standardised solution is a cloud-based, multi-tenant, end-to-end radiology solution. It handles the workflow of an imaging centre from the scheduling to the billing with high-end tools for medical visualization and reporting. It is a subscription-based model with additional charges for more advanced tools such as Artificial Intelligence and Advanced Visualisation.Charges are based on volumes of radiology studies.IMEXHS Cloud historically targeted small and medium sized customers however during the second half of 2022, IMEXHS Cloud gained significant interest among larger medical institutions who have found enormous value in the Company’s comprehensive, affordable and accessible standardized radiology offering. Four notable, multi-year IMEXHS contracts were signed in the final two quarters of the year.ALULA – Pathology Is a cloud, web-based system that supports the entire pathology workflow, from sample intake to final report generation. ALULA offers a digital view of pathology images, with tools for zone selection, measurement, and in-depth exploration. ALULA has been built to work on multiple platforms and browsers.AQUILA – Radiology is a comprehensive cloud, web-based system that centralises and streamlines the management of radiology services. It offers tools for scheduling appointments, monitoring productivity, and delivering results to patients and referring physicians. The platform is designed for multiple users with features such as work lists, advanced visualisation, and voice recognition. The goal of AQUILA is to improve patient care. IMEXHS Enterprise (previously AQUILA Enterprise)
IMEXHS Enterprise is a highly adaptable imaging platform designed to meet the specific needs of
large and comprehensive clinics and hospitals. It has been engineered to support multi-site hospitals,
providing advanced visualization and post-processing tools, business intelligence, and practice
management features. Our solution offers unmatched flexibility and scalability, making it the ideal
choice for healthcare institutions that require custom integrations and workflows to optimize their
processes
Unlike IMEXHS Cloud, IMEXHS Enterprise tend to be customized, long-term agreements – with an
average duration of 5-years – and pricing is determined by volume-based tiers.
By the end of 2022, IMEXHS had 117 active IMEXHS Enterprise customers
across eight countries. The number of IMEXHS Enterprise studies increased
by 33% between 2021 and 2022.
In December, the Company entered into a contract with its local partner in
Mexico and Mexico’s Social Security Institute, the IMSS, for enterprise
software. This is a three year contract and is valued years and is valued
between US$690,000 and US$900,000. The contract is expected to bring in
an Annual Recurring Revenue (ARR) of approximately US$230,000 to
US$300,000.
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Make it faster2022 | IMEXHS Limited | Annual Report | 19IMEXHS Radiology Services (RIMAB)OUR PATIENT CENTRIC OFFERING INCLUDES TWOMAIN BUSINESS MODELS:Outsourcing of imaging facilities.This accounts for approximately 95% of the total revenue generated by this business unit. The current revenue of the business is primarily derived from a business model that provides hospitals with a combination of medical services and technology solutions.The shortage of radiologists is a global phenomenon that has put pressure on hospitals to fulfill the increasing demand for diagnostic imaging, including new clinical applications. This gap in medical practice presents an opportunity that RIMAB has seized with its attractive business model. The company has assembled a team of over 150 highly skilled radiologists, many with overseas fellowships, and cutting-edge technology that not only addresses the gap in hospitals but also exceeds their expectations and optimizes cost structures. The radiologist team includes renowned figures such as Dr. Jorge Carrillo, who authored 16 chapters in the US-published "Diagnostic Imaging Chest" from Amirsys, a global reference book in this field, and Dr. Sandra Nino, who holds two fellowship degrees from McGill University in Abdominal radiology and MSK and manages the radiologists' team. With easy access to IME technology, RIMAB is in a privileged position to compete in the outsourcing market. The company is currently the outsourcing market leader in Colombia and plans to expand its model to other regions in the mid-term.TeleradiologyINTERVENTIONALNEUROABDOMENCHESTMSKBREASTPEDIATRIC0102OUR VALUE PROPOSITION IS DRIVEN MAINLY BY OUR HIGHQUALITY OFFERING:Extensive experience in the production and reporting of large volumes of medical images.High level of specialization of the radiologist team and reporting database based on medicalimaging subspecialities:Highly skilled radiologist team with strong academic credentials, visibility and recognition. RIMAB extended its Teleradiology business model to deliver remote medical imaging reporting services to third parties in countries with higher pricing and stronger currencies such as Spain. With our highly qualified radiologist team, we are able toprovide a superior level of accuracy and quality in our Teleradiology services, which has resulted in this growing business unitpresently contributing 5% of our total revenues. We remain committed to expanding our Teleradiology services to other regionswhile continuing to maintain an unwavering dedication to providing high acedemic quality imaging reporting to our clients. 2022 | IMEXHS Limited | Annual Report | 20Make it fasterPatient Portal Our web-based platform, IMEXHS Portal, provides efficient and centralized access to diagnostic imaging results for radiologists, referring physicians, specialists, and patients. The multi-user system is available 24/7 and has seen great success with over 290,000 monthly portal entries, totalling 3.5m in 2022 (Increase of 1m vs last year), and providing access for over 2.7m individuals (Increase of 1.3m vs last year).Web Voice Recognition Our advanced voice recognition tool, powered by Nuance, provides a streamlined and efficient solution for radiologists to dictate patient diagnosis reports. The tool also offers the ability to preload templates for common diagnoses encountered in daily work, allowing radiologists to quickly and easily complete their reports using specific voice commands.Advances Visualization and AIOur advanced visualization tool add-ons, including options for neurological images, abdomen, and chest, vascular, and MSK protocols, allow users to render complex imaging protocols from MR and CT acquisitions into images, providing accurate information for complex diseases that is often only available at high-end imaging centres. These tools enable users to examine medical images in order to obtain additional qualitative or quantitative data, efficiently post-process large volumes of data, study the functionality of specific organs, evaluate different pathologies, and study structural changes associated with a pathology. Our solutions are designed to help centers and clinics maximize quality and accuracy, minimize costs, and provide scalability for future growth.OUR PRODUCT EXTENSIONSPARTNERS PROGRAMOur business partner model has undergone updates this year in order to enhance its strength and to promote the sales of our products through our network of distributors. The new regulations that have been implemented include:A fully virtual onboarding process for distributors, including training in marketing, sales, implementation, installation, support, quality, self-management tools, and customer service.Adoption of a virtual tool to evaluate knowledge transfer and certify our partners' staff in the provision of IMEXHS services.Update of Implementation policy. Updates on software and product developmentMake it different 2022 | IMEXHS Limited | Annual Report | 22Make it fasterMajor improvements for world-class products. All products with improved localization (EN, PG, ES), security (major technology backend update, cookie handling, and Auth0 authentication), and analytics NPS - CSAT (Hotjar – capturing information from +60,000 sessions per month), Microsoft Clarity & Google Analytics. 45% of the installed base updated so far with these improvements.Better quality controlwith no additional costs. Quality assurance (QA) was enhanced both for test coverage and test automation for all products. 2022 ended with 100% of test coverage for +7,500 test use cases and 62.7% of total tests automated (from 32% coverage and 0% automated at the beginning of the year). New self-service managementtools for IMEXHS partners. Minimum viable prototype (MVP) of IMEXHS Cloud -the partner management dashboard- developed. It enables our partner network user management capabilities and online monitoring and reporting of usage (eg. studies per modality, date, etc), with real-time RIS and PACS data, through automatic registration of AQUILA clients.Exponential sales growth enabled through increased operative efficiency and capacity. With a combination of automation, standardization, DevOps, and virtual training (webinars), the average installation time for IMEXHS Cloud projects has been reduced by 70% approx. These improvements will also have a positive impact on Enterprise projects.Revolutionary concept all-in-one“ologies” workflow engine. MVP of Enterprise Imaging ready with new worklists frontend design, newer technology, basic workflow creator, and Single-Sign-On, offering a completely modular, customizable, and modern experience for any ology with image-based workflows.Improved customerservice with lower costs. In 2022 a 50% reduction in helpdesk tickets from customers was achieved. A knowledge base with +800 articles was created, +34 training webinars (for partners and customers) recorded and +300 attendants registered.IMEXHS Products andProcesses ISO and FDA certified. ISO 13485, ISO 9001, and FDA certifications were obtained/renewed, where IMEXHS has demonstrated its ability to provide medical software that consistently meets customer and applicable regulatory requirements, opening the doors for faster regulatory approval and commercialization on new geographies.New features that improveradiology workflow efficiency on IMEXHS Enterprise & IMEXHS Cloud:Critical cases module to establish timely notification of radiological findings that imply situations of risk for the patient favouring urgent treatment. End user license agreement implementation and registration of payment methods for integration with Synapse (Australia), sharing radiologists’ assigned studies in the reading worklist, and new clinical search module implemented. Implementation of functionality for the use of multiple screens with the viewer and option implemented to edit details of the procedure from the technologist's listing, and double confirmation is disabled when validating a study, to optimize the radiologist's time. Refactored text editor to improve the experience with Nuance RV and integration with Invox Medical RV (Brazilian market). 2022 | IMEXHS Limited | Annual Report | 23Make it fasterNew features to improve radiologist’s performance and accuracy on Viewer: Oblique MPR tool allows to easily visualize anatomic structures that are not possible using the traditional axial, sagittal, or coronal views. Allowing diagnostic accuracy to be positively impacted. Walkthrough section so users can explore guided tours to understand the product's functionalities, providing a quick start guide through different viewer tools, improving user experience. Custom toolbar, so the radiologist can customize their workspace, and tool to mark key images, so it’s possible to associate pathologies to specific images. Visualization of multiplanar series, which consists of the presentation for series with multiplanar images. Visual integration between Viewer and Braviz (tractography case). Radiologists can process diffusion brain imaging to visualize a 3D representation of brain white matter. Useful for evaluating the progress of neurodegenerative pathologies, and brain surgeries, as well as any other condition that requires comparing 2 stages of white matter.Enhanced experience onthe Patient Portal: Better design of the patient portal to make it more user-friendly and better looking on mobile devices. Consult-studies integration adjustment, for third-party applications, now there is the possibility of sharing images and reports through a shared link with valid-time established in the administrator form. Self-service feature to change the client's logo from the administrator form. New products to democratize access: Two new products on IMEXHS portfolio, first DICOM Gateway and, second, Modality Worklist Gateway. Both enable our customers to integrate with IMEXHS solutions at lower cost, with no infrastructure required, and in 90% less time. Renewed storage architecture toincrease performance and offercost flexibility: New multi-cloud PACS architecture that will offer a double-digit reduction in cloud storage costs, improved performance (speed and flexibility), and age-based policies for storage of studies and images depending on modality and use case. Our team & cultureMake it different Make it faster2022 | IMEXHS Limited | Annual Report | 25BOARD DIRECTORSDoug FlynnNon-ExecutiveChairmanMr Flynn is an experienced international business leader with a track record of successfully running companies in Europe and Australia. He has experience in various industries, including manufacturing and mining services, business services, media, advertising and marketing services, and human services. Throughout his career, Mr Flynn has held executive and non-executive roles in several companies, including ICI, Rentokil Initial, NewsCorp, Aegis Group, West Australian Newspapers, Seven West Media, APN Outdoor, NextDC, and Konekt Limited. In the UK, Mr Flynn held leadership positions at News International, Aegis Group, and Rentokil Initial. Currently, he is the chair of NextDC Ltd.Dr. Arango has over 17 years of experience as a practicing radiologist in Colombia. He completed a fellowship in Diagnostic Neuroradiology at McGill University in Montreal, Canada, and holds a degree in Medicine and Surgery from Universidad El Bosque. He also has a residency in Radiology and Diagnostic Imaging from Universidad de La Sabana, and a visiting fellowship in Neuroradiology from the Medical College of Georgia. Dr. Arango is a well-known figure in the academic community and has served as a professor of Neuroradiology for radiology, neurology, neurosurgery, and maxillofacial surgery residency programs at several universities in Colombia.Dr. Germán ArangoCEO & co-founderCarlos PalacioNon-Executive DirectorMr Lingard is a qualified radiologist and nuclear medicine doctor with a wealth of experience, having held leadership positions in Auckland, Washington DC and Sydney. He co-founded Pittwater Radiology Partners in Australia, which later merged and listed on the ASX as Medical Imaging Australasia Ltd. Mr Lingard holds a medical degree from the University of Otago and is a member of the Radiologists Association of Royal Australia & New Zealand, a Senior Associate of FinSIA, and a member of the Australian Institute and a member of the Australian Institute of Directors.Doug LingardNon-Executive DirectorMr. Banks is an experienced business leader with a proven track record in the development and expansion of successful businesses in the healthcare, employment, and banking industries. He has a focus on financial management, technology, and people, as well as a strong history of developing customer-focused cultures. Mr. Banks has also completed several M&A transactions. His most recent executive position was as the Managing Director and CEO of Konekt Ltd, a technology-focused healthcare and employment company. He led Konekt from its listing on the ASX in 2012 until its successful sale to private equity in December 2019. Prior to this, Mr. Banks held several leadership roles with Westpac Banking Corporation. Currently, Mr. Banks serves as a director for Boom Logistics Ltd and ICSGlobal Limited.Damian BanksNon-Executive DirectorMr Palacio is a seasoned entrepreneur with a proven track record in international IT, telecommunications, and strategic management. He earned a bachelor's degree in electrical engineering with a specialization in Telecommunications from the University of Technology Sydney and holds master's degrees in management and Business Administra-tion from Macquarie University. Mr. Palacio founded and served as the CEO of Crosspoint Telecommunications, a company that provided managed IT services globally, with operations in Australia and SE Asia. He led the successful sale of the company in 2022. Make it faster2022 | IMEXHS Limited | Annual Report | 26With over 3 years of experience driving revenue growth and expanding the Company’s market share, Benjamin has been instrumental in growing and strengthening the Company’s partners network across the 15 countries with a strong emphasis on Mexico and the country’s outside of the Latin American region. Thanks to his comprehensive understanding of the business, he plays an important role in connecting the daily operations in Latin America with the Company's activities in Australia by facilitating communication. With his experience in business development, sales, and international expansion, Benjamin is committed to driving growth and success for our company.Benjamin BrinquisHead of GrowthWith more than 21 years of experience as a practicing radiologist in Colombia and Spain, Dr Marin has a wealth of expertise in the field. He has served as chief radiologist at the CETIR teleradiology group, the Dos de Mayo Hospital, and the San Rafael Hospital. Dr Marin holds a degree in medicine and surgery from the Universidad Pontificia Bolivariana and has specialized in radiology and diagnostic imaging from the National University. He also holds a European Diploma in Neuroradiology from ESNR. In addition to his clinical work, Dr Marin is a member of the IMAGINE research and development group for advanced imaging diagnosis at the University of Los Andes and serves as an assistant professor of diagnostic neuroradiology for residency programs in neurology, radiology, and neurosurgery at the University FUCS.Dr Jorge MarinChief Medical Officer & Co-founderWith an IMBA and over 18 years of management experience, Mr Joven is a seasoned professional in the technology, FMCG, and financial services industries. He has extensive experience leading regional teams of over 100 people in digital transformation, innovation, technology, digital product and software development, business management, sales, and finance. In his roles as CIO, CTO, and CDO Officer, Mr Joven has been responsible for defining digital strategies, developing new business models, and creating digital products and services. He has also had P&L responsibility in multinational companies.Orlando JovenChief Operations OfficerWith a background in business strategy development and sales for technology and software solutions in the healthcare industry, Juan Sebastian Bonnet is a proficient professional with a MBA and over 10 years of experience at IMEXHS. A skilled problem solver and team builder, Bonnet was a key member of the team that built the sales department from scratch, developing the value proposition, product portfolio, sales process, and commercial deck/pitch. He has a proven track record of successfully closing ambitious negotiations with the healthcare industry.Juan Sebastian BonnetHead of SalesWith over 10 years of experience as a CFO and Company Secretary for ASX-listed companies, Ms Minhas is skilled in providing financial leadership and strategic direction to drive business growth. She has previously held these roles at Konekt Limited, ILH Group Limited, and Energy One Limited, and has played a key role in acquisitions, debt and equity capital formation, and building strong finance functions. Ms Minhas was also instrumental in the sale of Konekt Limited to Quadrant Private Equity's APM.Reena MinhasChief Financial OfficerDr. Germán ArangoCEO & co-founderSENIOR MANAGEMENT TEAM 2022 | IMEXHS Limited | Annual Report | 27Case Studies: IMSSIntroduction:IMEXHS Limited, a health technology company, proudly announces winning a new three-year software contract with the Mexican Institute of Social Security (IMSS). This contract will contribute between US$230,000 and US$300,000 in annual recurring revenues (ARR).Challenge:IMSS was seeking to modernize and improve its imaging system in its two specialized cardiology hospitals and tertiary general hospitals. The IMSS caters for over 80m people and over 420,000 daily medical consultations, it was essential for IMSS to find a solution that offered operational efficiencies and better patient care.Results:IMEXHS's selection as a provider of enterprise imaging solutions for one of the world's largest social security programs is validation of its success in Mexico. With 36 instances of IMEXHS Cloud installed or ordered, the company has proven to be a reliable and efficient provider in the country. The implementation of AQUILA and ALULA will provide IMSS not only with intuitive and user-friendly technology but also significant operational efficiencies, cost savings, and better patient care.Solution:IMEXHS, through its local partner Ingeniería para el Cuidado de la Salud, S.A., was selected to implement its enterprise imaging solutions in both IMSS hospitals. The company will provide its AQUILA radiology platform and ALULA pathology platform. The implementation of these systems is scheduled for the first quarter of 2023.IMEXHS Provides Enterprise Imaging Solutions to the Mexican Institute of Social SecurityConclusion:This success case demonstrates IMEXHS's ability to meet the needs and challenges of a constantly growing public health system. By providing quality enterprise imaging solutions, the company continues to strengthen its position as a market leader and provide exceptional medical care to the population. Financial reportMake it different 2022 | IMEXHS Limited | Annual Report | 29Make it fasterTable of contentsFinancial Report304546Directors' reportAuditor's independence declarationStatement of profit or loss and othercomprehensive incomeStatement of financial positionStatement of changes in equityStatement of cash flowsNotes to the financial statementsDirectors' declarationIndependent auditor's report to themembers of IMEXHS LimitedShareholder informationCorporate directory4748495089909496 IMEXHS Limited
Directors' report
31 December 2022
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'Group') consisting of IMEXHS Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it
controlled at the end of, or during, the year ended 31 December 2022.
Directors
The following persons were directors of IMEXHS Limited during the whole of the financial year and up to the date of this
report, unless otherwise stated:
Mr Douglas Flynn
Dr German Arango
Dr Douglas Lingard
Mr Carlos Palacio
Mr Damian Banks
Chairman
Chief Executive Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
Principal activities
The Group operates two businesses - medical imaging software and radiology services.
●
The medical imaging software business is focused on the development and sale of modular cloud based imaging
systems that include information systems for Radiology, Pathology and other ‘ologies’. The main component of this is
a modern and robust Picture Archiving and Communications System (PACS), with a very efficient web viewer. The
information systems combine a workflow management system (RIS) with a patient data and image distribution system
(Patient Portal), and the PACS allows a healthcare organisation to capture, store, view and share radiology images.
The radiology services business provides radiological diagnostic services to hospitals and medical facilities in Colombia
and Spain using IMEXHS medical imaging software.
●
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
A review of operations of the Group for the financial year ended 31 December 2022 is contained in Chairman's Letter and
Chief Executive Officer's Report. The Chairman's Letter and Chief Executive Officer's Report precedes the Directors' report.
Significant changes in the state of affairs
On 3 August 2022, the Group announced a fully underwritten capital raising of $4 million, comprising of a Placement of $2
million and a 1 for 8 non-renounceable Entitlement Offer of $2 million.
The Capital raising was completed by the end of September and was strongly supported by shareholders and Directors. The
net proceeds from the placement have been used to pay down existing high yield debt, fund working capital and for general
corporate purposes and are expected to fund the Company through to run rate cashflow positive.
There were no other significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 31 December 2022 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Other than as referred to in this report, further information as the likely developments in the operations of the Group and
likely results of those operations would, in the opinion of the Directors, be speculative.
Risk and governance
The Group identified its key risk areas as:
External technology risk
IMEXHS uses off the shelf software (in addition to its own proprietary software) to enable the functionality of its product
offerings. This external software may be subject to issues outside of IMEXHS’s control such as third party interfaces, version
conflict, obsolescence or other related issues. These external issues may affect the ability of IMEXHS to effectively upgrade
and maintain its software. Any licensing or commercial conditions imposed by third party software providers may be
unsustainable or impracticable for IMEXHS, which may result in a need for IMEXHS to obtain alternative solutions or develop
these in house. There is no guarantee that IMEXHS would be able to do so or do so in a undisruptive manner, if required.
30
IMEXHS Limited
Directors' report
31 December 2022
Ability to establish and maintain strategic relationships
To be successful, IMEXHS must continue to maintain existing strategic relationships and establish additional strategic
relationships with leaders in a number of healthcare and health information industry segments. There is no guarantee that
IMEXHS will be able to maintain or establish these relationships.
Reliance on third party providers
IMEXHS’ products are built to work with various computer operating systems, internet platforms, computing networks and
hardware devices. Any changes to external platforms, networks, systems, devices or hardware may give preference to
competing products or adversely impact the functionality of IMEXHS's products, which may have a detrimental impact on
IMEXHS's financial performance.
Sales cycles
Variations in timing of sales can cause significant fluctuations in IMEXHS’s sales and financial performance. The duration of
the sales cycle and implementation schedule for IMEXHS’s products and services depend on a number of factors including
nature and size of the potential clients and the extent of the commitment being made by the potential client, which are difficult
to predict. Sales and marketing efforts with respect to hospitals, health organisations and other potential clients will generally
a involve lengthy sales cycle due to these organisations’ size and complex decision making processes.
Ability to manage growth effectively
IMEXHS will need to continue to expand its operations if it successfully achieves market acceptance of its products and
services in new markets. IMEXHS’s existing systems, procedures and resources may not be adequate to support such
expansion. IMEXHS may experience difficulties in managing any future growth, or may not be able to expand and upgrade
its systems and infrastructure to accommodate such growth.
Hosting provider, data loss, theft or corruption
IMEXHS stores data in its own systems and networks and with a variety of third party service providers and hosting facilities
located in the cloud. These facilities may be vulnerable to damage or outages, which if prolonged, may have a material
adverse impact on IMEXHS’s products, business operations and reputation. Further, exploitation or hacking of any of these
systems or networks could lead to corruption, theft or loss of data which could have a material adverse effect on the
IMEXHS’s business, financial condition, and results. Although IMEXHS maintains comprehensive measures to prevent,
detect, address and mitigate cybersecurity threats, a cybersecurity incident could potentially result in the misappropriation,
destruction, of critical data or proprietary information. The potential consequences of a material cybersecurity incident include
reputational damage, compromised employee, customer, or third party information, litigation with third parties, regulatory
actions, and increased cybersecurity protection and remediation costs.
Foreign exchange risks
IMEXHS’s operations are based in Colombia and the majority of IMEXHS’s current revenue is in Colombian Pesos and other
Latin American currencies while its financial results are reported in Australian dollars. As a result, IMEXHS’s financial results
may be affected by any currency fluctuations and volatility. In addition, the proceeds of the Placement and Entitlement Offer
will be received primarily in Australian dollars while the majority of the Company’s expenditure is in Colombian Pesos, so the
Company may be exposed to exchange rate fluctuations on the conversion.
Regulatory risks
As with any technology offering, IMEXHS’s products and services may be exposed to the regulatory environment of different
jurisdictions, which may be complex and ever changing. IMEXHS may also be subject to a number of domestic and
international government regulations regarding the use of software in medical diagnostics and the use and storage of medical
data. There is a risk that IMEXHS’s products and services will not always comply with all applicable laws and regulations.
Doing business outside of Australia
IMEXHS currently has employees in Colombia and Mexico and distributors engaged in Mexico and other Latin American
countries. IMEXHS may wish to engage further employees and distributors outside of Australia as it grows its existing
business and expands to new markets. This exposes IMEXHS to a range of multi-jurisdictional risks including modern slavery
labour practices, environmental matters, difficulty in enforcing contracts, changes to the legal and regulatory environment
and other issues.
Economic conditions
General economic conditions, introduction of tax reform, movements in interest and inflation rates and currency exchange
rates generally may have an adverse effect on IMEXHS’s activities, as well as on its ability to fund those activities.
Deterioration in general economic conditions, including factors that impact negatively on IMEXHS’s customers ability to
finance may adversely affect IMEXHS’s profitability.
31
IMEXHS Limited
Directors' report
31 December 2022
Market conditions and price volatility
Market conditions may affect the value of IMEXHS’s shares regardless of its operating performance. Share market conditions
are affected by many factors such as, general economic outlook, interest rates, inflation rates, exchange rates, changes in
investor sentiment toward particular market sectors.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
Mr Douglas Flynn
Non-Executive Chairman
B.Eng., MBA
Mr Flynn is a businessman with extensive executive and non-executive leadership
experience in large and small listed companies in Australia, UK and Hong Kong. He
also has sound experience in early stage technology businesses.
Other current directorships:
NextDC Limited
Former directorships (last 3 years): Konekt Limited
Special responsibilities:
Member of the Remuneration and Nomination Committee and Audit and Risk
Committee
1,497,714 ordinary shares
600,087 options over ordinary shares
Interests in shares:
Interests in options:
Experience and expertise:
Name:
Title:
Qualifications:
Dr German Arango
Chief Executive Officer
Medical Doctor and Surgery (El Bosque), Diagnostic Radiology (La Sabana),
Diagnostic Neuroradiology (McGill), Member of RSNA, Member of CAR, Member of
ACR, Member of ASNR
Dr Arango is the CEO and founder of Imaging Experts and Healthcare Services S.A.S.
and has over 15 years’ experience as a practising radiologist in Colombia.
None
Other current directorships:
Former directorships (last 3 years): None
None
Special responsibilities:
4,842,869 ordinary shares
Interests in shares:
728,402 options over ordinary shares
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Dr Douglas Lingard
Non-Executive Director
MB.ChB. FRANZCR, MAICD
Dr Lingard is an experienced Radiologist and Nuclear Physician who has worked in
various leadership roles in Auckland, Washington DC and Sydney. He is a Senior
Associate of FINSIA and a member of the Australian Institute of Company Directors.
He is the founder and present Chairman of the Mito Foundation, the peak charity in
Australia for people with mitochondrial disease.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Member of the Remuneration and Nomination Committee and Audit and Risk
Committee
1,548,659 ordinary shares
60,044 options over ordinary shares
Interests in shares:
Interests in options:
32
IMEXHS Limited
Directors' report
31 December 2022
Name:
Title:
Qualifications:
Experience and expertise:
Mr Carlos Palacio
Non-Executive Director
B.Elec.Eng, MBA
Mr Palacio has over 27 years’ experience internationally in IT, telecommunications and
strategic management.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Chairman of the Remuneration and Nomination Committee and member of the Audit
and Risk Committee
2,787,280 ordinary shares
442,829 options over ordinary shares
Interests in shares:
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Interests in shares:
Interests in options:
Mr Damian Banks
Non-Executive Director
B.Ec, MAICD
Mr Banks is a proven business leader with experience in the profitable development
and expansion of companies in health, employment, banking and private equity. Mr
Banks has a proven business insight that leads to sustained performance of successful
businesses. He also has global experience in achieving a culture with strong customer
focus through vision development and rigorous leadership implementation.
Boom Logistics Limited
Chairman of the Audit and Risk Committee and member of the Remuneration and
Nomination Committee
1,210,607 ordinary shares
20,044 options over ordinary shares
Other current directorships:
Former directorships (last 3 years): Konekt Limited and RPM Automotive Group Limited
Special responsibilities:
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
The Company’s Company Secretary is Ms Reena Minhas. Ms Minhas is also the Chief Financial Officer.
Reena Minhas has extensive experience as a Chief Financial Officer and Company Secretary of ASX-listed businesses,
providing the financial leadership and strategic direction necessary to drive superior business performance. Ms Minhas was
previously the CFO and Company Secretary of ASX-listed Konekt Limited where she played a key role in the sale of that
business to Quadrant Private Equity’s APM. Prior to joining Konekt Limited, Ms Minhas was CFO and Company Secretary
of ILH Group Limited and Energy One Limited.
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') and Board Committees held during the year
ended 31 December 2022, and the number of meetings attended by each director were:
Full Board
Attended
Held
Remuneration and
Nomination Committee
Attended
Held
Audit and Risk Committee
Attended
Held
Mr Douglas Flynn
Dr German Arango
Dr Douglas Lingard
Mr Carlos Palacio
Mr Damian Banks
12
12
11
12
12
12
12
12
12
12
33
2
2
2
2
2
2
2
2
2
2
6
6
6
6
6
6
6
6
6
6
IMEXHS Limited
Directors' report
31 December 2022
Remuneration report (audited)
Message from the Chair of Remuneration and Nomination Committee
This Remuneration Report details our relatively simple executive remuneration. At IMEXHS we are focused on creating a
corporate culture aligned with our core values. Retention and reward for performance and talent is a balancing act with
affordability and fairness.
2022 was the second year of awards under the Long Term Incentive Plan ('LTIP') which had been approved in 2020.
The key objectives of the plan are retention of talented key staff and alignment with shareholders interest. Details of the 2022
award are reported in the Remuneration Report on the following pages. With the exception of sales staff, no contracted Short
Term Incentive Plan is currently in place.
This is a young company and a talented team with an ambitious agenda. The remuneration structure and guidance we
provide will be critical to our success. While we need to attract and retain talent we are determined to ensure rewards remain
aligned to performance and shareholders’ interests.
During the year the Company undertook a cost out program which saw a number of people leave the Company. In the
Board’s view the process was well communicated and handled and the redirection towards more immediately profitable
projects was fundamental for the Company.
Further the board elected to take future directors fees in the form of newly issued shares to align directors’ interests with
shareholders and to contribute to cash preservation. This measure was approved by shareholders at the Annual General
Meeting held on 19 May 2022, with the arrangement taking effect on and from 1 April 2022 up to 31 December 2022 and the
ability to extend this arrangement for a further period to 31 December 2023. The Board has determined in January 2023 that
this arrangement will continue for that further period.
To help preserve cash and align directors' interests with shareholders, non-executive directors receive nil priced options as
part of their remuneration, which was also approved by shareholders. Both executive and non-executive plans were subject
to expert advice.
The Board through the Remuneration and Nomination Committee has established a Board Skills Matrix and a Board
evaluation process which is performed at least annually.
Yours sincerely
_______________________
Carlos Palacio
Chair Remuneration and Nomination Committee
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance
with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional disclosures relating to key management personnel
34
IMEXHS Limited
Directors' report
31 December 2022
Principles used to determine the nature and amount of remuneration
The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate
for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation
of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board
of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance
practices:
●
●
●
●
competitiveness and reasonableness;
acceptability to shareholders;
performance linkage / alignment of executive compensation; and
transparency.
The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for
its directors and executives. The performance of the Group depends on the quality of its directors and executives. The
remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
The Remuneration and Nomination Committee has structured an executive remuneration framework that is market
competitive and complementary to the reward strategy of the Group.
The reward framework is designed to align executive reward to shareholders' interests. The Remuneration and Nomination
Committee has considered that it should seek to enhance shareholders' interests by:
●
●
having economic profit as a core component of plan design;
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and
attracting and retaining high calibre executives to run and manage the business.
●
Additionally, the reward framework should seek to enhance executives' interests by:
●
●
●
rewarding capability and experience;
reflecting competitive reward for contribution to growth in shareholder wealth; and
providing a clear structure for earning rewards.
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-Executive Directors' remuneration
Fees and payments to non-executive directors reflect the Group’s current stage of development, remaining cognisant of
market rates for comparable companies for time, commitment and responsibilities. Non-executive directors' fees and
payments are reviewed annually by the Remuneration and Nomination Committee. The Remuneration and Nomination
Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-executive
directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined independently
to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present
at any discussions relating to the determination of his own remuneration.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general
meeting. The most recent determination was at the Annual General Meeting held on 19 May 2020, where the shareholders
approved the maximum aggregate remuneration payable by the Company to all non-executive directors of the Company for
their services as directors including their services on a Board committee or sub-committee and including superannuation is
limited to $400,000 per annum.
The total remuneration packages exclusive of superannuation benefits for the Non-Executive Directors are as follows:
Board fees
Chairman
Non-Executive Directors
$ per annum
72,000
36,000
Executive remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which
has both fixed and variable components.
35
IMEXHS Limited
Directors' report
31 December 2022
The executive remuneration and reward framework has the following components:
●
●
●
●
base pay and non-monetary benefits;
performance pay incentives;
share-based payments; and
other remuneration such as superannuation and long service leave.
The combination of these comprises the executive’s total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Remuneration and Nomination Committee based on individual and business unit performance, the overall performance of
the Group and comparable market remunerations.
Executives may be offered specific performance pay incentives based on key performance areas affecting the Group’s
financial results where the Remuneration and Nomination Committee deems such incentives to be appropriate.
The long-term incentives (‘LTI’) include long service leave and share-based payments. At the discretion of the Remuneration
and Nomination Committee, share options may be awarded to executives based on varied long-term incentive measures.
The Remuneration and Nomination Committee reviews the long-term equity-linked performance incentives specifically for
executives on an annual basis.
Consolidated entity performance and link to remuneration
Due to the change in the nature of operations of the business during the past two years there does not yet exist a clear link
between the gross revenue, profits and dividends for the last five years for the Group as well as the share price at the end
of the respective financial years. The normal operations of the Group during a full financial year for 2023 will help establish
these relationships.
Use of remuneration consultants
During the financial year ended 31 December 2022, the Group did not engage remuneration consultants to review its existing
remuneration policies.
Voting and comments made at the Company's 19 May 2022 Annual General Meeting ('AGM')
At the 2022 AGM, 99.47% of the votes received supported the adoption of the remuneration report for the year ended 31
December 2021. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following directors of IMEXHS Limited:
● Mr Douglas Flynn - Chairman
Dr German Arango - Chief Executive Officer
●
Dr Douglas Lingard - Non-Executive Director
●
● Mr Carlos Palacio - Non-Executive Director
● Mr Damian Banks - Non-Executive Director
And the following person:
● Ms Reena Minhas - Chief Financial Officer and Company Secretary
36
IMEXHS Limited
Directors' report
31 December 2022
Short-term benefits
Post-employment
benefits
Long-term
benefits
Share-
based
payments
2022
Non-Executive
Directors:
Mr Douglas Flynn
Dr Douglas Lingard
Mr Carlos Palacio
Mr Damian Banks
Cash
salary
and fees
$
18,000
9,000
9,000
9,000
Executive Directors:
Dr German Arango
299,189
Other Key
Management
Personnel:
Ms Reena Minhas
250,228
594,417
Cash
bonus
$
Non-
monetary
$
Super-
annuation
$
Termination
benefits
$
Long
service
leave
$
Equity-
settled
$
Total
$
-
-
-
-
-
-
-
-
-
-
-
1,800
900
900
900
-
-
-
-
15,249
16,308
27,355
-
-
-
-
-
87,841
43,921
43,921
43,921
107,641
53,821
53,821
53,821
35,390
393,491
4,343
19,592
30,648
51,456
-
27,355
2,581
2,581
120,330
408,130
375,324 1,070,725
Short-term benefits
Post-employment
benefits
Long-term
benefits
Share-
based
payments
2021
Non-Executive
Directors:
Mr Douglas Flynn*
Dr Douglas Lingard
Mr Carlos Palacio
Mr Damian Banks
Cash
salary
and fees
$
72,000
36,000
36,000
36,000
Executive Directors:
Dr German Arango
314,658
Cash
bonus
$
Non-
monetary
$
Super-
annuation
$
Termination
benefits
$
Long
service
leave
$
Equity-
settled
$
Total
$
-
-
-
-
-
-
-
-
-
7,020
3,510
3,510
3,510
-
-
-
-
12,112
15,455
27,101
-
-
-
-
-
248,305
42,230
35,790
35,790
327,325
81,740
75,300
75,300
14,644
383,970
Other Key
Management
Personnel:
Ms Reena Minhas**
250,228
744,886
50,000
50,000
16,794
28,906
24,397
57,402
-
27,101
484
484
443,784
101,881
478,640 1,387,419
*
Share based payment relates to the issue of 12,000,000 options (240,000 options post share consolidation) granted in
accordance with Mr Flynn’s appointment ($176,727) and options granted to non-executive directors in accordance with
the FY21 LTIP ($71,578).
** Ms Reena Minhas received a discretionary cash bonus of $50,000 during the year ended 31 December 2021.
37
IMEXHS Limited
Directors' report
31 December 2022
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Mr Douglas Flynn
Dr Douglas Lingard
Mr Carlos Palacio
Mr Damian Banks
Executive Directors:
Dr German Arango
Other Key Management
Personnel:
Ms Reena Minhas
Fixed remuneration
2021
2022
At risk - STI
At risk - LTI
2022
2021
2022
2021
100%
100%
100%
100%
46%
100%
100%
100%
91%
96%
71%
66%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
54%
-
-
-
9%
4%
11%
29%
23%
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
Title:
Agreement commencement:
Term of agreement:
Remuneration package:
Termination by Executive:
Dr German Arango
Chief Executive Officer
2 July 2018
No fixed term
Remuneration comprises a base salary of $290,000 per annum plus statutory
superannuation.
6 months’ written notice; or immediately by giving notice, if the Company is in breach
of a material term of its agreement with him; or with 6 months’ written notice if Dr
Arango’s role becomes redundant.
Termination by Company for cause: 1 month’s notice, or immediately with payment in lieu of notice if Dr Arango is unable
to perform his duties under the agreement for three consecutive months or a period
aggregating to three months in a 12 month period; or 6 months’ written notice if Dr
Arango’s role becomes redundant. If the Company terminates the employment of Dr
Arango within 6 months of a Change of Control it will be deemed to be a termination
by reason of redundancy. If the Company terminates for reason of redundancy it shall
be obliged to pay Dr Arango for any notice period worked. In addition, it will be
required to pay any redundancy amount payable under applicable laws, an amount
equal to 6 months’ base salary (less tax) and any accumulated entitlements; or at any
time with written notice and without payment (other than entitlements accrued to the
date of termination) as a result of any occurrence which gives the Company a right of
summary dismissal at common law.
Immediately with 6 months’ payment in lieu of notice.
The service agreement otherwise contains industry‐standard provisions for a senior
executive of a public listed company.
Ms Reena Minhas
Chief Financial Officer and Company Secretary
1 October 2020
No fixed term
Remuneration comprises a base salary of $276,500 per annum including statutory
superannuation.
6 months’ written notice.
Termination by Company:
Other provisions:
Name:
Title:
Agreement commencement:
Term of agreement:
Remuneration package:
Termination by Executive:
Termination by Company for cause: At any time with written notice and without payment (other than entitlements accrued
to the date of termination) as a result of any occurrence which gives the Company a
right of summary dismissal at common law.
Immediately with 6 months’ payment in lieu of notice.
The service agreement otherwise contains industry‐standard provisions for a senior
executive of a public listed company.
Termination by Company:
Other provisions:
38
IMEXHS Limited
Directors' report
31 December 2022
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
Shares were issued to non-executive directors in lieu of directors' fees during the year ended 31 December 2022 as approved
at the Annual General Meeting held on 19 May 2022 are set out below:
Name
Non-Executive Directors:
Mr Douglas Flynn
Dr Douglas Lingard
Mr Carlos Palacio
Mr Damian Banks
Date
Shares
Issue price
$
Various dates*
Various dates*
Various dates*
Various dates*
69,370
34,685
34,685
34,685
$0.8589
$0.8589
$0.8589
$0.8589
59,580
29,790
29,790
29,790
*
The shares issued to directors during the year were at various dates, being 25 July 2012, 4 October 2012 and 21
February 2023. The shares issued on 21 February 2023 relates to shares issued in lieu of directors' fees for Q4FY2022.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Number of
options
granted
Exercise
price
Fair value
per
option at
grant date
Vested
%
160,000
160,000
240,000
10,000
30,000
140,000
11,307
22,957
14,361
29,158
19,719
40,087
20,044
20,044
20,044
24,220
49,173
28,512
57,888
$2.75
$3.50
$1.50
$2.65
$2.65
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
-
-
-
-
-
-
$1.300 100%
$1.250 100%
$1.350
$0.660 100%
$0.660 100%
$2.030
$1.706
$1.804
$1.259
$1.369
$1.815 100%
$0.705 100%
$0.705 100%
$0.705 100%
$0.705 100%
$0.455
$0.501
$0.423
$0.470
-
-
-
-
Name
Mr Douglas Flynn(a)
Mr Douglas Flynn(a)
Mr Douglas Flynn(a)
Dr Douglas Lingard(b)
Dr Douglas Lingard(b)
Ms Reena Minhas(c)
Ms Reena Minhas(d)
Ms Reena Minhas(d)
German Arango(e)
German Arango(e)
Carlos Palacio(f)
Mr Douglas Flynn(g)
Mr Damian Banks(g)
Dr Douglas Lingard(g)
Mr Carlos Palacio(g)
Dr German Arango(h)
Dr German Arango(h)
Ms Reena Minhas(i)
Ms Reena Minhas(i)
Grant date
26/05/2020
26/05/2020
26/05/2020
10/12/2018
10/12/2018
04/03/2021
20/04/2021
20/04/2021
14/05/2021
14/05/2021
14/05/2021
19/05/2022
19/05/2022
19/05/2022
19/05/2022
19/05/2022
19/05/2022
18/07/2022
18/07/2022
Vesting and
exercisable
date
26/05/2020
26/05/2020
31/12/2021
10/12/2020
10/12/2021
01/10/2023
01/03/2023
01/03/2024
01/03/2023
01/03/2024
14/05/2021
19/05/2022
19/05/2022
19/05/2022
19/05/2022
01/03/2024
01/03/2025
01/03/2024
01/03/2025
Expiry date
12/03/2027
12/03/2027
12/03/2027
09/12/2023
09/12/2023
01/03/2031
20/04/2031
20/04/2031
14/05/2031
14/05/2031
14/05/2025
19/05/2026
19/05/2026
19/05/2026
19/05/2026
19/05/2032
19/05/2032
18/07/2032
18/07/2032
39
IMEXHS Limited
Directors' report
31 December 2022
(a) On 26 May 2020, 560,000 share options (28,000,000 share options prior to the share consolidation) were granted to Mr
Douglas Flynn as part of his appointment as Non-Executive Chairman. The grant consists of 3 tranches, tranche 1 and
2 each comprise of 160,000 options and tranche 3 comprises of 240,000 options. Tranche 1 and 2 vested on 26 May
2020 and tranche 3 vests when the Company's share price reaches or exceeds a 30 day VWAP of $6.00 (12 cents prior
to the share consolidation). For the purposes of calculating the fair value of tranche 3, 31 December 2021 has been
used as the estimated vesting date. Tranche 1, 2 and 3 have an exercise price of $2.75, $3.50 and $1.50 respectively
($0.055, $0.070 and $0.030 respectively prior to the share consolidation). All tranches expire on 12 March 2027.
(b) On 10 December 2018, 40,000 share options (2,000,000 shares options prior to the share consolidation) were issued
as remuneration to Non-Executive Director, Dr Douglas Lingard subject to vesting conditions. 10,000 options vested on
10 December 2020 and the remaining 30,000 options vested on 10 December 2021. All 40,000 options have an exercise
price of $2.65 ($0.053 prior to the share consolidation) and expire on 9 December 2023.
(c) On 1 March 2021, 140,000 share options were granted to Reena Minhas under the Company's Long Term incentive
Plan. The options vest on 1 October 2023, have a nil exercise price and expire on 1 March 2031.
(d) On 20 April 2021, 34,264 share options were granted to Reena Minhas under the Company's Long Term Incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 11,307 options and tranche 2 of 22,957. Both tranches have a
nil exercise price and expire on 20 April 2031.
(e) On 14 May 2021, 43,519 share options were granted to the CEO German Arango under the Company's Long Term
Incentive Plan. The grant consists of 2 tranches, tranche 1 comprises 14,361 options and tranche 2 of 29,158. Both
tranches have a nil exercise price and expire on 14 May 2031.
(f) On 14 May 2021, 98,594 share options were granted to Non-Executive Directors under the Company's Long Term
Incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 14 May 2025.
78,875 of the options were exercised during 2021. 19,719 options remain on issue.
(g) On 19 May 2022, 100,219 share options were granted to Non-Executive Directors under the Company's Long Term
Incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 19 May 2026.
(h) On 19 May 2022, 73,393 share options were granted to the CEO German Arango under the Company's Long Term
Incentive Plan. The grant consists of 2 tranches, tranche 1 comprises 24,220 options and tranche 2 of 49,173. Both
tranches have a nil exercise price and expire on 19 May 2032.
(i) On 18 July 2022, 86,400 share options were granted to Reena Minhas under the Company's Long Term Incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 28,512 options and tranche 2 of 57,888. Both tranches have a
nil exercise price and expire on 18 July 2032.
Options granted carry no dividend or voting rights.
Values of options over ordinary shares granted, exercised and lapsed for directors and other key management personnel as
part of compensation during the year ended 31 December 2022 are set out below:
Name
Non-Executive Directors:
Mr Douglas Flynn
Dr Douglas Lingard
Mr Carlos Palacio
Mr Damian Banks
Executive Director:
Dr German Arango
Value of
options
granted
during the
year
$
Value of
options
exercised
during the
year
$
Value of
options
lapsed
during the
year
$
Remuneration
consisting of
options
for the
year
%
14,131
28,261
14,131
14,131
35,656
-
-
-
-
-
-
(1,080,000)
-
-
26%
26%
26%
26%
-
9%
Additional information
The earnings of the Group for the five years to 31 December 2022 are summarised below:
Sales revenue
Loss before income tax
17,117,357 13,372,709 10,913,968 7,727,260
(2,946,233) (4,556,356) (3,528,088) (6,042,631) (4,795,347)
5,779,851
2022
$
2021
$
2020
$
2019
$
2018
$
40
IMEXHS Limited
Directors' report
31 December 2022
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2022
2021
2020
2019
2018
Share price at financial year end ($)
Basic loss per share (cents per share)
0.49
(8.54)
1.03
(15.22)
1.71
(14.62)
2.04
(30.85)
1.39
(0.007)
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each director and other members of key management
personnel of the Group, including their personally related parties, is set out below:
Ordinary shares
Mr Douglas Flynn
Dr German Arango*
Dr Douglas Lingard
Mr Carlos Palacio
Mr Damian Banks
Balance at
the start of
the year
Received
as part of
remuneration
Purchases
Options
exercised
Disposals/
other*
Balance at
the end of
the year
730,000
4,426,201
770,732
2,076,672
500,000
46,212
-
23,106
23,106
23,106
34,000
-
67,320
-
-
8,503,605
115,530
101,320
-
-
-
-
-
-
687,502
416,668
687,501
687,502
687,501
1,497,714
4,842,869
1,548,659
2,787,280
1,210,607
3,166,674
11,887,129
*
Other relates to participation in 2022 Capital Raising.
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director and other
members of key management personnel of the Group, including their personally related parties, is set out below:
Options over ordinary shares
Mr Douglas Flynn
Dr German Arango
Dr Douglas Lingard
Mr Carlos Palacio
Mr Damian Banks
Ms Reena Minhas
Balance at
the start of
the year
560,000
655,009
840,000
422,785
-
174,264
2,652,058
Granted
Purchased
40,087
73,393
20,044
20,044
20,044
86,400
260,012
Expired/
forfeited/
other
Balance at
the end of
the year
-
-
-
-
-
-
-
-
-
(800,000)
-
-
-
(800,000)
600,087
728,402
60,044
442,829
20,044
260,664
2,112,070
The number of options over ordinary shares vested by directors and other key management personnel are set out below:
Options over ordinary shares
Mr Douglas Flynn
Dr German Arango
Dr Doug Lingard
Mr Carlos Palacio
Mr Damian Banks
Ms Reena Minhas
Vested and Unvested and
exercisable unexercisable
360,087
-
20,044
39,763
20,044
-
439,938
240,000
728,402
40,000
403,066
-
260,664
1,672,132
Balance at
the end of
the year
600,087
728,402
60,044
442,829
20,044
260,664
2,112,070
41
IMEXHS Limited
Directors' report
31 December 2022
Other transactions with key management personnel and their related parties
The Group sold goods and services from entities that are controlled by members of the Group’s key management personnel
('KMP'):
KMP and related entity
Nature of Transactions
Income amounts
2022
2021
$
Balance outstanding
2021
2022
$
$
Dr German Arango - RIMAB
SAS(a)
Mr Carlos Palacio - CrossPoint
Telecommunications Pty Ltd
Sales revenue
-
4,564,966
Sales revenue
1,338
9,502
1,338
4,574,468
-
239
239
The Group acquired services from entities that are controlled by members of the Group’s KMP:
KMP and related entity
Nature of transaction
Expense amounts
2021
$
2022
$
Balance outstanding
2021
2022
$
$
Interpretation services
Dr German Arango - RIMAB
SAS(a)
Dr German Arango - RIMAB
SAS(a)
Dr German Arango - German
Arango(b)
Mr Carlos Palacio - CrossPoint
Telecommunications Pty Ltd(c) Office space and IT Services
PaaS Equipment Financing
Supplies and license
-
-
-
1,178,084
672
74,651
14,942
16,785
14,942
1,270,192
-
-
-
20
20
-
806
806
-
-
-
10
10
(a) During the previous year, the Company had an agreement with RIMAB S.A.S., an entity owned 65% by the Chief
Executive Officer, Dr German Arango. This entity was acquired on 5 October 2021 and the revenue and expenses
information is provided to that date.
(b) Managing Director, Dr German Arango has provided equipment to Imaging Experts and Healthcare Services S.A.S. in
return for payments from a contract providing PaaS services. The equipment is repaid at a 200% rate of return on
their loan which is paid in monthly instalments over the initial term of the PaaS contract.
(c) CrossPoint Telecommunications is an associated entity of Non-Executive Director, Carlos Palacio, providing various
services to IMEXHS and also a non-exclusive distributor in Australia of IMEXHS’s products.
All transactions were made on normal commercial terms and conditions and at market rates.
This concludes the remuneration report, which has been audited.
42
IMEXHS Limited
Directors' report
31 December 2022
Shares under option
Unissued ordinary shares of IMEXHS Limited under option at the date of this report are as follows:
Grant date
28 August 2018
28 August 2018
25 October 2018
10 December 2018
26 May 2020
26 May 2020
26 May 2020
4 March 2021
20 April 2021
14 May 2021
14 May 2021
19 May 2022
19 May 2022
18 July 2022
Expiry date
28 August 2023
28 August 2023
25 October 2023
9 December 2023
12 March 2027
12 March 2027
12 March 2027
1 March 2031
20 April 2031
14 May 2031
14 May 2025
19 May 2026
19 May 2032
18 July 2032
Exercise
price
Number
under option
$1.8750
$1.8750
$3.5000
$2.6500
$2.7500
$3.5000
$1.5000
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
1,000,001
1,000,001
80,000
40,000
160,000
160,000
240,000
140,000
115,348
43,519
19,719
100,219
73,393
380,844
3,553,044
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the
Company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of IMEXHS Limited issued on the exercise of options during the year ended 31 December
2022 and up to the date of this report.
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the
Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Officers of the Company who are former partners of Nexia Sydney Audit Pty Ltd
There are no officers of the Company who are former partners of Nexia Sydney Audit Pty Ltd.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
43
IMEXHS Limited
Directors' report
31 December 2022
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Douglas Flynn
Chairman
28 February 2023
44
To the Board of Directors of IMEXHS Limited
Auditor’s Independence Declaration under section 307C of the Corporations Act 2001
As lead audit partner for the audit of the financial statements of IMEXHS Limited for the financial year ended
31 December 2022, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
(a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(b)
any applicable code of professional conduct in relation to the audit.
Yours sincerely
Nexia Sydney Audit Pty Ltd
Andrew Hoffmann
Director
Date: 28 February 2023
IMEXHS Limited
Statement of profit or loss and other comprehensive income
For the year ended 31 December 2022
Revenue
Other income
Interest revenue calculated using the effective interest method
Expenses
Hardware and licence expenses
Research and development and support expenses
Platform as a service expense
Clinical services expenses
Administration and sales expenses
Share-based payments expenses
Depreciation and amortisation expense
Loss on disposal of assets
Write-down of inventories
Net reversal of expected credit losses
Net foreign exchange losses
Other expenses
Finance costs
Loss before income tax expense
Income tax expense
Loss after income tax expense for the year attributable to the owners of
IMEXHS Limited
Other comprehensive loss
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year attributable to the owners of IMEXHS
Limited
Basic earnings per share
Diluted earnings per share
Consolidated
Note
2022
$
2021
$
5
17,117,357
13,372,709
127,505
46,659
52,627
18,848
(570,591)
(1,527,386)
(359,943)
(9,199,938)
(5,886,136)
(285,880)
(1,759,329)
-
(6,320)
54,380
(129,799)
(124,120)
(442,692)
(1,042,024)
(1,114,813)
(492,248)
(6,645,493)
(6,236,956)
(569,585)
(1,236,638)
(19,776)
(15,698)
137,199
(341,964)
(111,458)
(311,086)
(2,946,233)
(4,556,356)
(92,420)
(143,416)
(3,038,653)
(4,699,772)
6
7
7,25
7
8
(1,710,936)
(1,056,502)
(1,710,936)
(1,056,502)
(4,749,589)
(5,756,274)
Cents
Cents
38
38
(8.54)
(8.54)
(15.22)
(15.22)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
46
IMEXHS Limited
Statement of financial position
As at 31 December 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Inventories
Prepayments
Total current assets
Non-current assets
Trade receivables
Property, plant and equipment
Right-of-use assets
Intangibles
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Borrowings
Lease liabilities
Income tax
Employee benefits
Contingent consideration
Total current liabilities
Non-current liabilities
Payables
Contract liabilities
Borrowings
Deferred tax
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
Note
2022
$
2021
$
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
8
1,911,910
5,369,451
850,780
96,825
282,445
8,511,411
4,186,428
5,283,576
869,932
84,432
258,117
10,682,485
628,325
3,700,422
29,162
8,118,327
12,476,236
1,396,237
4,467,909
30,158
8,431,889
14,326,193
20,987,647
25,008,678
2,475,980
14,276
545,161
29,161
23,974
1,366,855
23,924
4,479,331
3,018,485
32,812
1,082,241
30,157
207,589
1,685,408
292,454
6,349,146
-
-
542,785
64,935
607,720
580,214
68,911
1,285,200
72,448
2,006,773
5,087,051
8,355,919
15,900,596
16,652,759
24
25
38,476,999
676,077
(23,252,480)
34,765,453
2,101,133
(20,213,827)
15,900,596
16,652,759
The above statement of financial position should be read in conjunction with the accompanying notes
47
IMEXHS Limited
Statement of changes in equity
For the year ended 31 December 2022
Consolidated
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 January 2021
28,461,991
2,588,050
(15,514,055)
15,535,986
Loss after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
-
-
-
-
(1,056,502)
(4,699,772)
-
(4,699,772)
(1,056,502)
(1,056,502)
(4,699,772)
(5,756,274)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 24)
Shares to be issued as part consideration for subsidiary (note
24 and note 34)
Share-based payments (note 39)
5,181,159
1,122,303
-
-
-
569,585
-
-
-
5,181,159
1,122,303
569,585
Balance at 31 December 2021
34,765,453
2,101,133
(20,213,827)
16,652,759
Consolidated
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
Balance at 1 January 2022
34,765,453
2,101,133
(20,213,827)
16,652,759
Loss after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
-
-
-
-
(1,710,936)
(3,038,653)
-
(3,038,653)
(1,710,936)
(1,710,936)
(3,038,653)
(4,749,589)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 24)
Share-based payments (note 39)
3,711,546
-
-
285,880
-
-
3,711,546
285,880
Balance at 31 December 2022
38,476,999
676,077
(23,252,480)
15,900,596
The above statement of changes in equity should be read in conjunction with the accompanying notes
48
IMEXHS Limited
Statement of cash flows
For the year ended 31 December 2022
Cash flows from operating activities
Loss before income tax expense for the year
Adjustments for:
Depreciation and amortisation
Net loss on disposal of property, plant and equipment
Share-based payments
Foreign exchange differences
Expected credit losses
Write-down of inventories
Equity settled transactions (directors' fees)
Interest received
Interest and other finance costs
Change in operating assets and liabilities:
Decrease in trade and other receivables
Decrease/(increase) in inventories
Decrease in trade and other payables
Increase/(decrease) in contract liabilities
Increase/(decrease) in employee benefits
Interest received
Interest paid
Income taxes paid
Net cash used in operating activities
Cash flows from investing activities
Payment for purchase of subsidiary, net of cash acquired
Payments for property, plant and equipment
Payments for intangibles
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from borrowings
Repayment of borrowings
Share issue transaction costs
Repayment of lease liabilities
Net cash (used in)/from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Consolidated
Note
2022
$
2021
$
(2,946,233)
(4,556,356)
1,759,328
-
285,880
(273,001)
98,398
6,320
99,226
(46,659)
442,692
1,244,574
19,776
569,585
115,015
7,591
15,698
-
(18,848)
311,086
(574,049)
(2,291,879)
599,077
(18,713)
(1,122,716)
(84,203)
(318,553)
(1,519,157)
46,659
(442,692)
(283,548)
1,330,823
289,538
(2,333,556)
48,175
301,222
(2,655,677)
18,848
(311,086)
(20,126)
(2,198,738)
(2,968,041)
(268,530)
(647,956)
(1,383,496)
77,538
(952,728)
(1,009,816)
(1,554,887)
131,194
(2,222,444)
(3,386,237)
3,975,109
-
(1,279,495)
(362,789)
(81,097)
968,750
506,808
(1,526,275)
(25,584)
(85,477)
2,251,728
(161,778)
(2,169,454)
4,186,428
(105,064)
(6,516,056)
10,796,484
(94,000)
34
14
16
24
Cash and cash equivalents at the end of the financial year
9
1,911,910
4,186,428
The above statement of cash flows should be read in conjunction with the accompanying notes
49
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 1. General information
The financial statements cover IMEXHS Limited as a Group consisting of IMEXHS Limited and the entities it controlled at
the end of, or during, the year. The financial statements are presented in Australian dollars, which is IMEXHS Limited's
functional and presentation currency.
IMEXHS Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office
and principal place of business is:
122 O’Riordan Street
Mascot NSW 2020
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is
not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 27 February 2023. The
directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting
Standards and Interpretations did not have any significant impact on the financial performance or position of the Group.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Going concern
The Group has prepared the financial statements for the year ended 31 December 2022 on the going concern basis, which
assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary
course of business.
For the year ended 31 December 2022, the Group generated a consolidated loss of $3,038,653 (2021: loss of $4,699,772)
and incurred operating cash outflows of $2,198,738 (2021: outflows of $2,968,041). As at 31 December 2022, the Group had
cash and cash equivalents of $1,911,910 (2021: $4,186,428), a surplus of net current assets of $4,032,080 (2021:
$4,333,339) and surplus of net assets of $15,900,596 (2021: $16,652,759).
The Group’s ability to continue as a going concern is dependent upon the sufficiency of current cash reserves to meet existing
obligations. The directors believe current cash reserves are sufficient for the group to be able to pay its debts as and when
they fall due for a period of at least 12 months from the date of these financial statements.
On 3 August 2022, the Group announced a fully underwritten capital raising of $4.0 million, comprising of a Placement of $2
million and a 1 for 8 non-renounceable Entitlement Offer to raise approximately a further $2 million. The Capital raising was
completed by the end of September and was strongly supported by shareholders and Directors. The net proceeds from the
placement have been used to pay down existing high yield debt, fund working capital and for general corporate purposes
and are expected to fund the Company through to run rate cashflow positive.
The Directors believe that the Group has sufficient funding to meet its minimum expenditure commitments and support its
planned level of expenditures and therefore it is appropriate to prepare the financial statements on the going concern basis.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
50
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial liabilities at fair value through profit or loss.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only.
Supplementary information about the parent entity is disclosed in note 33.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of IMEXHS Limited ('Company'
or 'parent entity') as at 31 December 2022 and the results of all subsidiaries for the year then ended. IMEXHS Limited and
its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to
the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling
interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises
the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in
profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis
as the internal reports provided to the Chief Operating Decision Makers ('CODM') which has been identified by the Group as
the Managing Director and other members of the Board of Directors.
Foreign currency translation
The financial statements are presented in Australian dollars, which is IMEXHS Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into the Company's functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting
date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange
rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency reserve in equity.
51
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised from Software as a Service (SaaS) and Platform as a Service (PaaS) contracts. Revenue is
recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for
transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a
customer; identifies the performance obligations in the contract; determines the transaction price which takes into account
estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance
obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and
recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer
of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts,
rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates
are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration
is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a
significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues
until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject
to the constraining principle are recognised as a refund liability.
Sales revenue comprises revenue earned (net of returns, discounts and allowances) from the sale of goods or provision of
services to entities outside the Group. The Group recognises revenue from contracts with customers in accordance with the
recognition of the completion of performance obligations under the contract. Where a contract includes an element of a
warranty obligation, the revenue attributable to this warranty obligation is recognised evenly over the period for which the
obligation exists.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
An income tax benefit will arise for the financial year where an income tax loss is incurred and, where the permitted to do so,
is carried-back against a qualifying prior period’s tax payable to generate a refundable tax offset.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
●
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor
taxable profits; or
when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
●
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
52
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability
for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
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.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30
days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Contract assets
Contract assets are recognised when the Group has transferred goods or services to the customer but where the Group is
yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment
purposes.
Inventories
Stock on hand is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of
rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at
either amortised cost or fair value depending on their classification. Classification is determined based on both the business
model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an
accounting mismatch is being avoided.
53
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of
recovering part or all of a financial asset, its carrying value is written off.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business
model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial
asset represent contractual cash flows that are solely payments of principal and interest.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised
cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's
assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly
since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to
obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit
loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a
default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is
determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit
losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Leasehold improvements
Furniture and fittings
Computer equipment
Medical equipment
1-5 years
5-10 years
3-5 years
5-10 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for
any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms
of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as
incurred.
54
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at
the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible
assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are
subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising
from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying
amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in
the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or
period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment,
or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Internally developed software
Research costs associated with internally developed software are expensed in the period in which they are incurred.
Development costs associated with internally developed software are capitalised when it is probable that the project will be
a success considering its commercial and technical feasibility; the Group is able to use or sell the asset; the Group has
sufficient resources and intent to complete the development; and its costs can be measured reliably. Capitalised development
costs are amortised on a straight-line basis over the period of their expected benefit, being 5 years.
Customer contracts
Customer contracts acquired in a business combination are amortised on a straight-line basis over the period of their
expected benefit, being their finite life of 15 years.
Copyright
Significant costs associated with copyright are deferred and amortised on a straight-line basis over the period of their
expected benefit, being their finite life of 5-10 years.
Licences
The acquisition of licences are capitalised as an asset and amortised on a straight-line basis over the period of their expected
benefit, being their finite life of 1-5 years.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually
for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-
financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The
amounts are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised when a
customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration
(whichever is earlier) before the Group has transferred the goods or services to the customer.
55
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They
are subsequently measured at amortised cost using the effective interest method.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or
a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset
is fully written down.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in
the period in which they are incurred.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and
periods of service. Expected future payments are discounted using market yields at the reporting date on high quality
corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option,
the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine
whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other
vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods.
56
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value
of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a
cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period,
any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments
or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest
in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value
or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit
or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or
accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the
acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is
recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest
in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the
acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value
of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly
in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement
of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's
previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional
amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new
information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends
on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information
possible to determine fair value.
57
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of IMEXHS Limited, excluding any
costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during
the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings 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 additional ordinary shares that would have been outstanding assuming conversion of all dilutive potential
ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the 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 tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Comparative information
Certain comparatives have been reclassified to conform with current year presentation. This has not had any impact on the
financial position of the Group at 31 December 2021 or the results for the year then ended.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Group for the annual reporting period ended 31 December 2022. The Group has not yet
assessed the impact of these new or amended Accounting Standards and Interpretations.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit
loss rate for each group. These assumptions include recent sales experience, historical collection rates, the impact of the
Coronavirus (COVID-19) pandemic and forward-looking information that is available. The allowance for credit losses, as
disclosed in note 10, is calculated based on the information available at the time of preparation. The actual credit losses in
future years may be higher or lower.
58
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 3. Critical accounting judgements, estimates and assumptions (continued)
Goodwill and other indefinite life intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill
and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in
note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These
calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and
growth rates of the estimated future cash flows.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement
is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying
asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included
in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise
an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors
considered may include the importance of the asset to the Group's operations; comparison of terms and conditions to
prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs
and disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension option,
or not exercise a termination option, if there is a significant event or significant change in circumstances.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount
future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is
based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a
similar value to the right-of-use asset, with similar terms, security and economic environment.
Business combinations
As discussed in note 2, business combinations are initially accounted for on a provisional basis. The fair value of assets
acquired, liabilities and contingent liabilities assumed are initially estimated by the Group taking into consideration all
available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting
is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and
liabilities, depreciation and amortisation reported.
Share Based Payments
Share based payments are measured at the fair value of goods or services received or the fair value of the equity instrument
issued (if the fair value of goods or services cannot be reliably determined) and are recorded at the date the goods or services
are received. The fair value of options is determined using the Black-Scholes option pricing model. The number of shares
and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised
for services received as consideration for the equity instruments granted is based on the number of equity instruments that
eventually vest.
Note 4. Operating segments
Identification of reportable operating segments
Since the acquisition of RIMAB in October 2021, the Group is organised into two operating segments based on differences
in products and services provided: Software and Radiology Services. These operating segments are based on the internal
reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers
('CODM')) in assessing performance and in determining the allocation of resources.
Other segments represent the Group's corporate headquarters.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted
for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
59
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 4. Operating segments (continued)
Types of products and services
The principal products and services of each of these operating segments are as follows:
Software
Radiology
The software business is focussed on the development and sale of modular imaging
systems that include information systems for Radiology (AQUILA), Cardiology (ANTEROS)
and Pathology (ALULA), as well as a Picture Archiving and Communications System
(PACS). The information systems combine a workflow management system with a patient
data and image distribution system, and the PACS allows a healthcare organisation to
capture, store, view and share radiology images.
The radiology services business provides radiological diagnostic services to hospitals and
medical facilities in Colombia and Spain using IMEXHS medical imaging software. The
services business also provides the Group with medical images and radiologists
interpretation and reports to develop artificial intelligence (AI) tools.
Intersegment transactions
There were no intersegment transactions made during the year ended 31 December 2022 (31 December 2021: $nil).
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable
that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are
eliminated on consolidation.
Major customers
During the year ended 31 December 2022, one customer individually contributed to approximately 38% of the total external
revenue generated by the Group (2021: 41%).
Operating segment information
Consolidated - 2022
Revenue
Sales to external customers
Total revenue
EBITDA
Depreciation and amortisation
Finance costs
Interest revenue
Profit/(loss) before income tax expense
Income tax expense
Loss after income tax expense
Software
$
Radiology
$
Corporate
$
Total
$
6,384,289
6,384,289
10,733,068
10,733,068
-
-
17,117,357
17,117,357
749,323
(1,453,058)
(140,774)
33,834
(810,675)
670,093
(223,708)
(301,912)
10,948
155,421
(2,210,287)
(82,563)
(6)
1,877
(2,290,979)
(790,871)
(1,759,329)
(442,692)
46,659
(2,946,233)
(92,420)
(3,038,653)
All assets and liabilities, including taxes are not allocated to the operating segments as the CODM reviews and manages on
an overall group basis.
Following the acquisition of RIMAB SAS on 1 October 2021, the Group has changed its structure of its internal organisation
in a manner that has caused its reportable segments to change. The information for the 2021 period cannot be restated as
the information is not available and has not been reported to the Board during the 2022 period and has been reported as a
single segment only.
60
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 5. Revenue
Medical equipment and licences
Leasing equipment and software and services
Sale of inputs
Service and maintenance of equipment and software
Revenue
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Timing of revenue recognition
Goods transferred at a point in time
Services transferred over time
The majority of the Group's revenue is derived from one geographic region, Latin America.
Note 6. Research and development and support expenses
R&D and Support Expenses
Note 7. Expenses
Loss before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
Consolidated
2022
$
2021
$
135,491
16,522,566
58,641
400,659
918,262
12,001,432
138,586
314,429
17,117,357
13,372,709
Consolidated
2022
$
2021
$
343,624
16,773,733
1,130,111
12,242,598
17,117,357
13,372,709
Consolidated
2022
$
2021
$
1,527,386
1,114,813
Consolidated
2022
$
2021
$
438,047
4,645
307,667
3,419
442,692
311,086
61
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 7. Expenses (continued)
Administration expenses
Employee and Director benefits expense(a)
Professional and consultancy fees(a)
Taxes
Office expenses
Insurance
Advertising and marketing
Corporate expenses(a)
Maintenance
Travel expenses
Other
3,434,735
415,651
289,430
456,899
176,684
145,427
254,922
6,522
120,498
585,368
3,357,211
568,413
247,759
323,456
117,140
135,536
867,704
5,782
92,719
521,236
5,886,136
6,236,956
(a) The above expenses included total acquisition costs of $701,698 for the financial year ended 31 December 2021.
Leases
Short-term lease payments
Employee and Director benefits expense
Included in administration expenses:
Employee benefits expense excluding superannuation and share-based payments(b)
Defined contribution superannuation expense
Included in research and development and support expenses and clinical services
expenses:
Employee benefits expense excluding superannuation and share-based payments
Defined contribution superannuation expense
Share-based payments expense
Share-based payments expense on issue of Director options
Share-based payments expense on issue of Employee options
Total employee and Director benefits expense
211,106
58,656
3,190,345
244,390
3,434,735
3,120,288
236,923
3,357,211
5,483,200
443,303
5,926,503
4,561,023
383,333
4,944,356
106,045
179,835
285,880
376,759
192,826
569,585
9,647,118
8,871,152
(b) Administrative expenses for the year ended 31 December 2022 include $148,950 worth of shares issued to the directors
in lieu of directors' fees.
62
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 8. Income tax
Income tax expense
Current tax
Aggregate income tax expense
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
Tax at the statutory tax rate of 25% (2021: 26%)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Expected credit losses
Provision for inventories
Non-deductible taxes
Non-deductible employee contributions
Non-deductible interest, fines and levies
Non-deductible financial transactions levy
Other non-deductible expenses
Effect of overseas tax rates
Deferred tax assets not recognised
Adjustment of tax for prior period
Income tax expense
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Property, plant and equipment
Intangible assets
Allowance for expected credit losses
Lease liabilities
Deferred tax liability
Movements:
Opening balance
Foreign exchange differences
Closing balance
63
Consolidated
2022
$
2021
$
92,420
143,416
92,420
143,416
(2,946,233)
(4,556,356)
(736,558)
(1,184,653)
(7,091)
1,759
101,888
(265,172)
32,945
9,638
142,738
25,962
784,758
43,446
3,913
67,226
(338,289)
26,077
6,835
467,044
20,427
1,014,623
90,867
1,553
126,649
16,767
92,420
143,416
Consolidated
2022
$
2021
$
24,833
205,968
(141,033)
(24,833)
27,706
229,797
(157,349)
(27,706)
64,935
72,448
72,448
(7,513)
81,277
(8,829)
64,935
72,448
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 9. Current assets - cash and cash equivalents
Cash at bank
Note 10. Current assets - trade and other receivables
Trade receivables
Less: Allowance for expected credit losses
Other receivables
Indirect taxes receivable
Consolidated
2022
$
2021
$
1,911,910
4,186,428
Consolidated
2022
$
2021
$
4,489,132
(94,119)
4,395,013
3,936,103
(214,497)
3,721,606
3,516
970,922
6,941
1,555,029
5,369,451
5,283,576
Allowance for expected credit losses
The Group has recognised a net gain of $54,380 (2021:$137,199) in profit or loss in respect of the expected credit losses for
the year ended 31 December 2022.
The ageing of the receivables (current and non-current) and allowance for expected credit losses provided for above are as
follows:
Consolidated
Not overdue
0 to 3 months overdue
3 to 6 months overdue
6 to 12 months overdue
Over 6 months overdue
Expected credit loss rate
Carrying amount
Allowance for expected
credit losses
2022
%
2021
%
2022
$
2021
$
2022
$
2021
$
-
1.69%
1.53%
7.65%
100.00%
-
0.13%
14.60%
100.00%
100.00%
2,387,215
1,781,348
518,639
405,202
25,053
3,461,270
1,621,728
43,310
33,856
172,176
-
30,107
7,951
31,008
25,053
-
2,141
6,324
33,856
172,176
5,117,457
5,332,340
94,119
214,497
Opening balance
Additional provisions recognised
Additions through business combinations
Amounts recovered during the year
Foreign exchange differences
Closing balance
64
Consolidated
2022
$
2021
$
214,497
205,111
-
(303,509)
(21,980)
866,708
198,576
9,484
(815,331)
(44,940)
94,119
214,497
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 11. Current assets - contract assets
Contract assets
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and
previous financial year are set out below:
Opening balance
Additions
Additions through business combinations (note 34)
Transfer to trade receivables
Exchange differences
Disposals
Closing balance
Note 12. Current assets - inventories
Merchandise not manufactured by the Group - at cost
Materials and spare parts - at cost
Less: Provision for impairment
Consolidated
2022
$
2021
$
850,780
869,932
869,932
850,781
-
(779,725)
9,822
(100,030)
1,803,378
869,932
1,068,879
(2,596,637)
(275,620)
-
850,780
869,932
Consolidated
2022
$
2021
$
103,054
42,209
(48,438)
87,148
44,275
(46,991)
96,825
84,432
The cost of inventories recognised as an expense during the year ended 31 December 2022 was $570,591 (2021:
$1,042,024).
The cost of inventories recognised as an expense includes $6,320 (2021: $15,698) in respect of write downs of inventory to
net realisable value.
Note 13. Non-current assets - trade receivables
Trade receivables
Consolidated
2022
$
2021
$
628,325
1,396,237
Refer to note 10 for an analysis of ageing of the receivables and allowance for expected credit losses.
65
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 14. Non-current assets - property, plant and equipment
Leasehold improvements - at cost
Less: Accumulated depreciation
Furniture and fittings - at cost
Less: Accumulated depreciation
Motor vehicles - at cost
Less: Accumulated depreciation
Computer equipment - at cost
Less: Accumulated depreciation
Medical equipment - at cost
Less: Accumulated depreciation
Consolidated
2022
$
2021
$
172,780
(56,150)
116,630
29,276
(13,241)
16,035
1,658
(277)
1,381
96,090
(3,200)
92,890
18,540
(5,161)
13,379
1,850
(126)
1,724
1,505,988
(1,011,534)
494,454
1,964,331
(1,010,610)
953,721
4,431,710
(1,359,788)
3,071,922
4,185,890
(779,695)
3,406,195
3,700,422
4,467,909
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 January 2021
Additions
Additions through business
combinations (note 34)
Disposals
Exchange differences
Transfers in/(out)
Depreciation expense
Balance at 31 December 2021
Additions
Disposals
Exchange differences
Transfers in/(out)
Depreciation expense
Leasehold
improvements
$
Furniture and
fittings
$
Motor
vehicles
$
Computer
equipment
$
Medical
equipment
$
Total
$
31,981
-
70,172
-
(8,250)
-
(1,013)
92,890
88,032
-
(8,487)
-
(55,805)
9,195
491
10,223
-
(1,059)
(1,927)
(3,544)
13,379
13,087
-
(2,140)
1,027
(9,318)
-
1,850
-
-
-
-
(126)
1,724
-
-
(159)
-
(184)
661,912
202,708
2,643,205
804,767
3,346,293
1,009,816
28,368
(1,102)
(72,178)
503,133
(369,120)
953,721
66,887
(75,532)
(63,119)
-
(387,503)
1,352,222
(149,868)
(380,642)
(501,206)
(362,283)
3,406,195
479,950
(2,006)
(311,898)
(1,027)
(499,292)
1,460,985
(150,970)
(462,129)
-
(736,086)
4,467,909
647,956
(77,538)
(385,803)
-
(952,102)
Balance at 31 December 2022
116,630
16,035
1,381
494,454
3,071,922
3,700,422
66
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 15. Non-current assets - right-of-use assets
Land and buildings - right-of-use
Less: Accumulated depreciation
Consolidated
2022
$
2021
$
80,516
(51,354)
140,266
(110,108)
29,162
30,158
The Group leases land and buildings for its offices under agreements of between 1 to 3 years with, in some cases, options
to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.
The Group leases office equipment under agreements of less than 1 year. These leases are either short-term or low-value,
so have been expensed as incurred and not capitalised as right-of-use assets.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 January 2021
Additions
Exchange differences
Depreciation expense
Balance at 31 December 2021
Additions
Exchange differences
Depreciation expense
Balance at 31 December 2022
For other lease related disclosures refer to:
-
-
-
-
note 7 for details of interest on lease liabilities and other lease expenses;
consolidated statement of financial position for lease liabilities at 31 December 2022;
note 27 for maturity analysis of lease liabilities; and
consolidated statement of cash flow for repayment of lease liabilities.
Land and
buildings
$
102,046
14,165
(7,742)
(78,311)
30,158
80,101
(7,596)
(73,501)
29,162
67
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 16. Non-current assets - intangibles
Goodwill - at cost
Internally developed software - at cost
Less: Accumulated amortisation
Customer contracts - at cost
Less: Accumulated amortisation
Copyright - at cost
Less: Accumulated amortisation
Licenses - at cost
Less: Accumulated amortisation
Consolidated
2022
$
2021
$
4,856,982
5,418,893
2,969,140
(602,704)
2,366,436
2,082,518
(269,984)
1,812,534
848,508
(70,709)
777,799
19,394
(19,388)
6
946,674
-
946,674
23,745
(21,033)
2,712
463,258
(346,154)
117,104
998,942
(747,866)
251,076
8,118,327
8,431,889
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 January 2021
Additions
Additions through business
combinations (note 34)
Exchange differences
Amortisation expense
Balance at 31 December 2021
Additions
Exchange differences
Amortisation expense
Internally
developed
software
$
Customer
contracts
$
Goodwill
$
-
-
805,629
1,417,704
-
-
5,814,604
(395,711)
-
5,418,893
-
(561,911)
-
-
(140,815)
(269,984)
1,015,804
(69,130)
-
1,812,534
1,268,424
(297,997)
(416,525)
946,674
-
(89,211)
(79,664)
Copyright
$
Licences
$
Total
$
6,077
-
-
(530)
(2,835)
2,712
-
12
(2,718)
301,550
137,183
1,113,256
1,554,887
-
(30,299)
(157,358)
251,076
115,072
(14,226)
(234,818)
6,830,408
(636,485)
(430,177)
8,431,889
1,383,496
(963,333)
(733,725)
Balance at 31 December 2022
4,856,982
2,366,436
777,799
6
117,104
8,118,327
Impairment testing
As described in note 4, the Group has two main CGUs being the radiology and software CGUs.
68
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 16. Non-current assets - intangibles (continued)
Goodwill and customer contracts acquired through business combinations have been allocated to the radiology cash
generating unit ('CGU'). The radiology services business provides radiological diagnostic services to hospitals and medical
facilities in Colombia and Spain using IMEXHS medical imaging software. The services business also provides the Group
with medical images and radiologists interpretation and reports to develop artificial intelligence ('AI') tools.
Internally developed software has been allocated to the software CGU. The software business is focussed on the
development and sale of modular imaging systems that include information systems for Radiology (AQUILA), Cardiology
(ANTEROS) and Pathology (ALULA), as well as a Picture Archiving and Communications System (PACS). The information
systems combine a workflow management system with a patient data and image distribution system, and the PACS allows
a healthcare organisation to capture, store, view and share radiology images.
Both CGUs are tested annually for impairment or at the end of each reporting date where an indicator of impairment exists.
At 31 December 2022, the recoverable amount of the CGUs have been assessed. An impairment exists when the carrying
value of the CGUS exceeds their recoverable amount.
Recoverable amounts
The recoverable amounts of the radiology and software CGUs have been determined by value in use ('VIU') calculations.
The calculations use cash flow projections based on a five-year discounted cash flow model, with a terminal value applied
to the discounted cash flows after year five.
Key assumptions and impairment testing results
Key assumptions are those to which the recoverable amount of an asset or the CGU is most sensitive. The following key
assumptions were used in the VIU model to test each CGU at 31 December 2022:
Assumption
How determined
Rate used in the
VIU calculation
Discount rate (pre-tax)
Based on weighted average cost of capital reflecting current market
assessments of the time value of money and risks specific to the CGU.
22.57%
Sales volume growth rate
Based on a five year cash flow projection taking into account historical
growth rates and product lifecycle.
20%
Terminal value growth rate
Based on long-term economic growth rates.
Nil
The recoverable amounts of the radiology and software CGUs including unallocated corporate assets were in excess of their
carrying amounts and therefore no impairment charge was required. The excess of recoverable amount over carrying amount
is such that a reasonably possible change in assumptions is unlikely to reduce the recoverable amount below the carrying
amount.
Note 17. Current liabilities - trade and other payables
Consolidated
2022
$
2021
$
2,026,604
395,478
53,898
2,444,153
458,286
116,046
2,475,980
3,018,485
Trade payables
Withholding tax payable
Other payables
Refer to note 27 for further information on financial instruments.
69
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 18. Current liabilities - contract liabilities
Contract liabilities
Reconciliation
Reconciliation of the written down values (current and non-current) at the beginning and end
of the current and previous financial year are set out below:
Opening balance
Payments received in advance
Additions through business combinations (note 34)
Transfer to revenue - included in the opening balance
Exchange differences
Closing balance
Representing:
Contract liabilities - current
Contract liabilities - non-current (note 22)
Consolidated
2022
$
2021
$
14,276
32,812
101,723
90,236
-
(174,438)
(3,245)
53,548
72,139
74,264
(87,903)
(10,325)
14,276
101,723
14,276
-
32,812
68,911
14,276
101,723
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the
reporting period was $14,276 as at 31 December 2022 ($101,723 as at 31 December 2021) and is expected to be recognised
as revenue in future periods as follows:
Within 6 months
6 to 12 months
12 to 18 months
18 to 24 months
Over 24 months
Consolidated
2022
$
2021
$
3,271
902
-
10,103
-
21,394
11,419
13,170
25,990
29,750
14,276
101,723
70
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 19. Current liabilities - borrowings
Credit cards
Unsecured revolving credit loans
Unsecured fixed term loans
PaaS equipment financing loan*
Consolidated
2022
$
2021
$
10,970
-
529,217
4,974
11,012
22,310
1,040,467
8,452
545,161
1,082,241
*
Relates to various loans provided to the Company for PaaS contracts where the equipment is repaid at a 200% rate of
return on their loan which is paid in monthly instalments over the initial term of the PaaS contract.
Refer to note 23 for further information on financing arrangements and note 27 for further information on financial instruments.
Note 20. Current liabilities - Contingent consideration
Contingent consideration - cash
Refer to note 28 and note 34 for further information.
Note 21. Non-current liabilities - payables
Trade payables
Refer to note 27 for further information on financial instruments.
Consolidated
2022
$
2021
$
23,924
292,454
Consolidated
2022
$
2021
$
-
580,214
Non-current trade payables as at December 2021 represented payments for equipment over 3 years in relation to a 7 year
customer contract.
Note 22. Non-current liabilities - contract liabilities
Contract liabilities
Refer to note 18 for further information.
Consolidated
2022
$
2021
$
-
68,911
71
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 23. Non-current liabilities - borrowings
Unsecured revolving credit loans
Unsecured fixed term loans
Refer to note 27 for further information on financial instruments.
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities
Unsecured revolving credit loans
Unsecured fixed term loans
Used at the reporting date
Unsecured revolving credit loans
Unsecured fixed term loans
Unused at the reporting date
Unsecured revolving credit loans
Unsecured fixed term loans
Note 24. Equity - issued capital
Consolidated
2022
$
2021
$
-
542,785
27,248
1,257,952
542,785
1,285,200
Consolidated
2022
$
2021
$
-
1,072,002
1,072,002
49,559
2,344,958
2,394,517
-
1,072,002
1,072,002
49,559
2,344,958
2,394,517
-
-
-
-
-
-
Ordinary shares - fully paid
41,257,901
32,860,889
38,476,999
34,765,453
Consolidated
2022
Shares
2021
Shares
2022
$
2021
$
72
28,461,991
377,100
241,650
256,250
93,750
-
-
-
4,237,993
1,122,303
(25,584)
34,765,453
49,500
934,180
1,975,110
1,065,820
49,725
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 24. Equity - issued capital (continued)
Movements in ordinary share capital
Details
Date
Shares
Issue
price
$
Balance
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares on exercise of options
Issue of shares - acquisition of subsidiary (note 34)
Shares to be issued as part consideration for
acquisition of subsidiary (note 34)
Share issue transaction costs, net of tax
1 January 2021
26 February 2021
4 March 2021
30 March 2021
23 April 2021
20 September 2021
21 September 2021
22 September 2021
5 October 2021
29,699,842
301,680
193,320
205,000
50,000
19,719
39,437
19,719
2,332,172
$1.2500
$1.2500
$1.2500
$1.8800
$0.0000
$0.0000
$0.0000
$1.8200
Balance
Issue of Shares - Director fees
Issue of Shares - Placement
Issue of Shares - Rights Issue
Issue of Shares - Director Placement
Issue of Shares - Director fees
Share issue transaction costs (exercise of options), net
of tax
31 December 2021
25 July 2022
10 August 2022
1 September 2022
29 September 2022
4 October 2022
32,860,889
57,635
1,946,208
4,114,816
2,220,458
57,895
$0.8600
$0.4800
$0.4800
$0.4800
$0.8600
-
$0.0000
(362,789)
Balance
31 December 2022
41,257,901
38,476,999
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders
should the Company be wound up, in proportions that consider both the number of shares held and the extent to which those
shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of
authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide
returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost
of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding
relative to the current Company's share price at the time of the investment. The Group is not actively pursuing additional
investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.
The Group is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk
management decisions. There have been no events of default on the financing arrangements during the financial year.
73
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 24. Equity - issued capital (continued)
The capital risk management policy remains unchanged from the 31 December 2021 Annual Report.
Note 25. Equity - reserves
Foreign currency reserve
Share-based payments reserve
Options reserve
Consolidated
2022
$
2021
$
(3,286,765)
3,932,402
30,440
(1,575,829)
3,646,522
30,440
676,077
2,101,133
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign
operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their
remuneration, and other parties as part of their compensation for services.
Options reserve
The reserve is used to record amounts received from option holders from the issue of options.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 January 2021
Foreign currency translation
Share-based payments - options issued
Balance at 31 December 2021
Foreign currency translation
Share-based payments - options issued
Foreign
currency
$
Share-based
payments
$
Options
$
Total
$
(519,327)
(1,056,502)
-
(1,575,829)
(1,710,936)
-
3,076,937
-
569,585
3,646,522
-
285,880
30,440
-
-
30,440
-
-
2,588,050
(1,056,502)
569,585
2,101,133
(1,710,936)
285,880
Balance at 31 December 2022
(3,286,765)
3,932,402
30,440
676,077
Note 26. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 27. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and
interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group
uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis
in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit risk.
74
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 27. Financial instruments (continued)
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors
('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures,
controls and risk limits.
Market risk
Foreign currency risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities that are denominated
in a currency that is not the Company’s functional currency. Individual transactions are assessed, and forward exchange
contracts are used to hedge the risk where deemed appropriate.
While the Group as a whole has assets and liabilities in different currencies, individual entities in the Group do not have a
significant foreign exchange exposure to receivables or payables in currencies that are not their functional currency.
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting
date were as follows:
Consolidated
US dollars
Euros
Colombian peso
Assets
Liabilities
2022
$
2021
$
2022
$
2021
$
180,083
32,410
8,739,047
138,698
2,810
7,660,256
563,232
1,703
5,215,088
926,392
-
4,019,598
8,951,540
7,801,764
5,780,023
4,945,990
Based on the financial instruments held at 31 December 2022, had the Australian dollar weakened by 5% against the
Colombian Peso, US Dollar and Euro, with all other variables held constant, the Group’s pre-tax profit for the year would
have been $102,670 higher (2021: $77,108 higher). If the Australian dollar had strengthened the corresponding impact would
have been a decrease in pre-tax profit by the same amount.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group’s main interest rate risk arises from borrowings with variable rates, which expose the Group to cash flow interest
rate risk. Group policy is to have mainly fixed rate loans directly. During the financial years ended 31 December 2022 and
31 December 2021, the Group’s borrowings at variable rate were denominated in Colombian Pesos. The Group’s borrowings
and receivables are carried at amortised cost.
The Group is exposed to interest rate risk at the date of this report via its cash holdings.
The exposure of the Group’s borrowings to interest rate changes and the contractual re-pricing dates of the borrowings at
the end of the reporting period are as follows:
2022
$
% of total
loans
%
2021
$
% of total
loans
%
Variable rate borrowings
Fixed rate borrowings (no repricing dates)
10,970
1,072,002
1.1
98.9
11,012
2,347,977
0.5
99.5
1,082,972
100.0
2,358,989
100.0
Due to the carrying value of borrowings at variable interest rate, the Group is not exposed to any significant interest rate risk.
75
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 27. Financial instruments (continued)
Credit risk
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 a strict code of credit, including obtaining agency credit information, confirming references and setting
appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to
credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of
those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not
hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through
the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative
across all customers of the Group based on recent sales experience, historical collection rates and forward-looking
information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents)
and available borrowing facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously
monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial
liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Consolidated - 2022
Weighted
average
interest
rate
%
Within 6
months
$
6-12
months
$
Between 1
and 2
years
$
Between 2
and 5 Year
$
Over 5
Years
$
Trade payables
Other payables
Contingent consideration
Lease liabilities
Borrowings - variable rate
Borrowings - fixed rate
-
-
-
3.7%
32.0%
10.0%
2,026,604
53,898
23,924
25,146
10,970
332,752
-
-
-
4,015
-
255,272
-
-
-
-
-
432,205
-
-
-
-
-
189,491
Total
contractual
cash flows
inclusive of
interest
payments
$
Carrying
amount
- 2,026,604 2,026,604
53,898
-
23,924
-
29,161
-
-
10,970
- 1,209,720 1,072,002
53,899
23,924
29,161
10,970
2,473,294
259,287
432,205
189,491
- 3,354,278 3,216,559
76
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 27. Financial instruments (continued)
Consolidated - 2021
Weighted
average
interest
rate
%
Within 6
months
$
6-12
months
$
Between 1
and 2
years
$
Between 2
and 5
Years
$
Over 5
Years
$
Trade payables
Other payables
Contingent consideration
Lease liabilities
Borrowings - variable rate
Borrowings - fixed rate
-
-
-
5.0%
27.0%
11.0%
2,444,153
116,046
-
26,102
11,012
703,013
-
-
292,454
4,055
-
615,706
580,214
-
-
-
-
798,806
-
-
-
-
-
566,120
Total
contractual
cash flows
inclusive of
interest
payments
$
Carrying
amount
- 3,024,367 3,024,367
116,046
-
292,454
-
30,157
-
-
11,012
- 2,683,645 2,347,977
116,046
292,454
30,157
11,012
3,300,326
912,215 1,379,020
566,120
- 6,157,681 5,822,013
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Note 28. Fair value measurement
Fair value hierarchy
The following tables detail the Group's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly
Level 3: Unobservable inputs for the asset or liability
Consolidated - 2022
Liabilities
Contingent consideration
Total liabilities
Consolidated - 2021
Liabilities
Contingent consideration
Total liabilities
Level 1
$
Level 2
$
Level 3
$
Total
$
Level 1
$
-
-
-
-
Level 2
$
-
-
-
-
23,924
23,924
23,924
23,924
Level 3
$
Total
$
292,454
292,454
292,454
292,454
There were no transfers between levels during the financial year.
For all assets and liabilities net fair value approximates their carrying value. No financial assets and financial liabilities are
readily traded on organised markets in standardised form other than listed investments of which the entity has no holdings
in. Financial assets where the carrying amount exceeds net fair values have not been written down as the Group intends to
hold these assets to maturity. The aggregate net fair values and carrying amounts of financial assets and financial liabilities
are disclosed in the statement of financial position and in the notes to the financial statements.
Valuation techniques for fair value measurements categorised within level 2 and level 3
Contingent consideration has been valued using a discounted cash flow model.
77
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 28. Fair value measurement (continued)
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Consolidated
Balance at 1 January 2021
Additions
Foreign exchange differences
Balance at 31 December 2021
Paid
Foreign exchange differences
Balance at 31 December 2022
Contingent
consideration
$
-
313,811
(21,357)
292,454
(284,139)
15,609
23,924
The level 3 assets and liabilities unobservable inputs and sensitivity are as follows:
Description
Unobservable inputs Range of probabilities Sensitivity
Contingent consideration Probability of
to satisfy/not to satisfy If the specified revenue targets are achieved
achieving revenue
targets
100% of the contingent consideration is payable
/ if revenue targets are not achieved no
contingent consideration is payable
Note 29. Key management personnel disclosures
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
Share-based payments
Note 30. Remuneration of auditors
Consolidated
2022
$
2021
$
614,009
81,391
375,325
823,792
84,987
478,640
1,070,725
1,387,419
During the financial year the following fees were paid or payable for services provided by Nexia Sydney Audit Pty Ltd, the
auditor of the Company, and its network firms:
78
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 30. Remuneration of auditors (continued)
Audit services - Nexia Sydney Audit Pty Ltd
Audit or review of the financial statements
Other services - Nexia Sydney Tax Advisory Pty Ltd
Preparation of the tax return
Other services - Nexia Sydney Corporate Advisory Pty Ltd
Corporate Advisory
Audit services - network firms
Audit or review of the financial statements
Other services - network firms
Other
Consolidated
2022
$
2021
$
120,006
102,196
9,500
11,915
-
129,506
82,819
196,930
39,813
19,957
-
39,813
27,007
46,964
169,319
243,894
Note 31. Contingent liabilities
The Group had no contingent liabilities as at 31 December 2022 (2021: none).
Note 32. Related party transactions
Parent entity
IMEXHS Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 35.
Key management personnel
Disclosures relating to key management personnel are set out in note 29 and the remuneration report included in the
directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Sale of goods and services:
Sale of goods to key management personnel (i)
Payment for goods and services:
Payment for services from key management personnel
Payment for other expenses:
Interest paid to key management personnel - on PaaS equipment financing loan
Consolidated
2022
$
2021
$
1,338
4,574,467
14,942
1,195,542
-
74,651
(i)
During the year ended 31 December 2022, CrossPoint Telecommunications an associated entity of the Non-Executive
Director, Carlos Palacio, provided various services to IMEXHS and was also a non-exclusive distributor in Australia of
IMEXHS’s products.
79
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 32. Related party transactions (continued)
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Current receivables:
Trade receivables from key management personnel
Current payables:
Trade payables to key management personnel
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 33. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive loss
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share-based payments reserve
Options reserve
Accumulated losses
Total equity
80
Consolidated
2022
$
2021
$
239
806
20
10
Parent
2022
$
2021
$
(5,506,873)
(7,805,521)
(5,506,873)
(7,805,521)
Parent
2022
$
2021
$
1,534,386
3,029,675
6,895,633
8,391,390
15,545
15,545
2,514
2,514
42,158,461
3,586,583
30,440
(38,895,395)
38,446,255
3,300,703
30,440
(33,388,522)
6,880,089
8,388,876
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 33. Parent entity information (continued)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 31 December 2022 and 31 December
2021.
Contingent liabilities
The parent entity had no contingent liabilities as at 31 December 2022 and 31 December 2021.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 31 December 2022 and 31 December
2021.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the
following:
●
●
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
81
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 34. Business combinations
Acquisition of RIMAB SAS during the financial year ended 31 December 2021
On 5 October 2021, IMEXHS acquired 100% of the ordinary shares of RIMAB SAS for the total consideration transferred of
$6,762,468. RIMAB SAS is a radiology services business and was acquired to strengthen IMEXHS's customer offering with
imaging and teleradiology services and provide a test bed for artificial intelligence ('AI') development.
Details of the acquisition are as follows:
Cash and cash equivalents
Trade and other receivables
Income tax refund due
Prepayments
Other current assets
Property, plant and equipment
Customer contracts
Trade and other payables
Provision for income tax
Employee benefits
Financial liabilities
Indirect taxes
Other non-financial liabilities
Net assets acquired
Goodwill
Acquisition-date fair value of the total consideration transferred
Representing:
Cash paid or payable to vendor
IMEXHS Limited shares issued to vendor
Contingent consideration - cash
Contingent consideration - IMEXHS Limited shares
Acquisition costs expensed to profit or loss
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: cash and cash equivalents
Less: shares issued by Company as part of consideration
Less: shares to be issued by the Company as part of consideration
Less: contingent consideration
Net cash used
Fair value
$
135,633
3,084,749
986,580
760,062
1,343
1,460,985
1,015,804
(3,962,523)
(68,859)
(338,189)
(1,790,180)
(263,277)
(74,264)
947,864
5,814,604
6,762,468
1,088,361
4,237,993
313,811
1,122,303
6,762,468
701,698
6,762,468
(135,633)
(4,237,993)
(1,122,303)
(313,811)
952,728
The net assets recognised in the 31 December 2021 financial statements were based on a provisional assessment of their
fair value. The fair value assessment of net assets had not been finalised by the date the 2021 financial statements were
approved for issue by the Board of Directors.
In August 2022, the valuation of the net assets was finalised and the acquisition date fair value of the trade and other
receivables was $3,084,749, a decrease of $109,955 under the provisional value. The 2021 comparative information was
restated to reflect the adjustment to the provisional amounts. As a result, there was an increase in goodwill of $109,955,
resulting in $5,814,604 of total goodwill arising on the acquisition.
82
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 35. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Name
Principal place of business /
Country of incorporation
OMT Operations (AU) Pty Ltd*
Imaging Experts and Healthcare Services Pty Ltd
Imaging Experts and Healthcare Services S.A.S.
IMEXHS Corp
IMEXVR SAS*
IMEXMB SAS*
Dictatech Inc*
RIMAB SAS
Australia
Australia
Colombia
US
Colombia
Colombia
US
Colombia
*
Dormant.
Note 36. Non-cash investing and financing activities
Shares issued in relation to business combinations
Contingent consideration - shares to be issued by the Company as part of consideration
Note 37. Changes in liabilities arising from financing activities
Ownership interest
2021
2022
%
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Consolidated
2022
$
2021
$
-
-
-
4,237,993
1,122,303
5,360,296
Consolidated
Balance at 1 January 2021
Net cash used in financing activities
Acquisition of leases
Changes through business combinations (note 34)
Balance at 31 December 2021
Net cash used in financing activities
Acquisition of leases
Borrowings
$
Lease
liabilities
$
Total
$
1,596,728
(1,019,467)
-
1,790,180
2,367,441
(1,279,495)
-
101,469
(85,477)
14,165
-
1,698,197
(1,104,944)
14,165
1,790,180
30,157
(81,097)
80,101
2,397,598
(1,360,592)
80,101
Balance at 31 December 2022
1,087,946
29,161
1,117,107
Note 38. Earnings per share
Consolidated
2022
$
2021
$
Loss after income tax attributable to the owners of IMEXHS Limited
(3,038,653)
(4,699,772)
83
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 38. Earnings per share (continued)
Weighted average number of ordinary shares used in calculating basic earnings per share
35,599,795
30,887,790
Weighted average number of ordinary shares used in calculating diluted earnings per share
35,599,795
30,887,790
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
Cents
(8.54)
(8.54)
(15.22)
(15.22)
Share options on issue have been excluded from the weighted average number of ordinary shares used in calculating diluted
loss per share as they are considered anti-dilutive.
Note 39. Share-based payments
The following shares were issued to key management personnel during the year:
Issue date
25/07/2022
04/10/2022
21/02/2023
Number of
shares
Issue
Price
Value
$
57,895
57,895
57,895
173,685
$0.8589
$0.8589
$0.8589
49,501
49,724
49,725
148,950
The shares issued on 21 February 2023 relates to shares issued in lieu of directors' fees for Q4FY2022.
84
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 39. Share-based payments (continued)
Options granted to key management personnel and external parties are as follows:
●
On 28 August 2018, 1,000,001 Class B share options were issued as consideration for Imaging Experts and
Healthcare Services Pty Ltd. The options are subject to the vesting condition of the Group exceeding $5,000,000
EBIT in any rolling four quarter period. The options have an exercise price of $1.875 and expire on 28 August 2023.
On 28 August 2018, 1,000,001 Class C share options were issued as consideration for Imaging Experts and
Healthcare Services Pty Ltd. The options are subject to the vesting condition of the Group exceeding $7,500,000
EBIT in any rolling four quarter period. The options have an exercise price of $1.875 and expire on 28 August 2023.
On 25 October 2018, 80,000 share options were issued as remuneration to Non-Executive Director, Mr Tom
Pascarella subject to vesting conditions. The options vested when Mr Tom Pascarella resigned on 30 November
2019. The options have an exercise price of $3.50 and expire on 25 October 2023.
On 10 December 2018, 40,000 share options were issued as remuneration to Non-Executive Director, Dr Douglas
Lingard subject to vesting conditions. 10,000 options vested on 10 December 2020 and the remaining 30,000 options
vested on 10 December 2021. All 40,000 options have an exercise price of $2.65 and expire on 9 December 2023.
On 26 May 2020, 560,000 share options were granted to Mr Douglas Flynn as part of his appointment as Non-
Executive Chairman. The grant consists of 3 tranches, tranche 1 and 2 each comprise of 160,000 options and tranche
3 comprises of 240,000 options. Tranche 1 and 2 vested on 26 May 2020 and tranche 3 vests when the Company's
share price reaches or exceeds a 30 day VWAP of $6.00. Tranche 1, 2 and 3 have an exercise price of $2.75, $3.50
and $1.50 respectively. All tranches expire on 12 March 2027.
On 1 March 2021, 140,000 share options were granted to Reena Minhas under the Company's Long Term incentive
Plan. The options vest on 1 October 2023, have a nil exercise price and expire on 1 March 2031.
On 20 April 2021, 204,280 share options were granted to Employees under the Company's Long Term Incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 67,411 options and tranche 2 of 136,869. Both tranches have a
nil exercise price and expire on 20 April 2031. 88,932 options have lapsed during the 2022.
On 14 May 2021, 43,519 share options were granted to the CEO German Arango under the Company's Long Term
Incentive Plan. The grant consists of 2 tranches, tranche 1 comprises 14,361 options and tranche 2 of 29,158. Both
tranches have a nil exercise price and expire on 14 May 2031.
On 14 May 2021, 98,594 share options were granted to Non-Executive Directors under the Company's Long Term
Incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 14 May 2025.
78,875 of the Options were exercised during 2021. 19,719 options remain on issue.
On 19 May 2022, 73,393 share options were granted to the CEO German Arango under the Company's Long Term
Incentive Plan. The grant consists of 2 tranches, tranche 1 comprises 24,220 options and tranche 2 of 49,173. Both
tranches have a nil exercise price and expire on 19 May 2032.
On 19 May 2022, 100,219 share options were granted to Non-Executive Directors under the Company's Long Term
Incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 19 May
2026.
On 18 July 2022, 416,018 share options were granted to Employees under the Company's Long Term Incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 161,507 options and tranche 2 of 327,904. Both tranches have
a nil exercise price and expire on 18 July 2032. 35,174 options have lapsed during the 2022.
●
●
●
●
●
●
●
●
●
●
●
85
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 39. Share-based payments (continued)
Set out below are summaries of options granted:
2022
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
28/08/2018
28/08/2018
25/10/2018
10/12/2018
07/10/2019
31/10/2019
01/04/2020
01/04/2020
26/05/2020
26/05/2020
26/05/2020
04/03/2021
20/04/2021
14/05/2021
14/05/2021
19/05/2022
19/05/2022
18/07/2022
28/08/2023
28/08/2023
25/10/2023
09/12/2023
31/03/2022
30/09/2022
01/04/2022
01/04/2023
12/03/2027
12/03/2027
12/03/2027
01/03/2031
20/04/2031
14/05/2031
14/05/2025
19/05/2026
19/05/2032
18/07/2032
$1.8750
$1.8750
$3.5000
$2.6500
$2.7000
$2.7000
$3.2500
$5.0000
$2.7500
$3.5000
$1.5000
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
1,000,001
1,000,001
80,000
40,000
800,000
100,000
30,000
30,000
160,000
160,000
240,000
140,000
204,280
43,519
19,719
-
-
-
4,047,520
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100,219
73,393
416,018
589,630
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(800,000)
(100,000)
(30,000)
(30,000)
-
-
-
-
(88,932)
-
-
-
-
(35,174)
(1,084,106)
1,000,001
1,000,001
80,000
40,000
-
-
-
-
160,000
160,000
240,000
140,000
115,348
43,519
19,719
100,219
73,393
380,844
3,553,044
Weighted average exercise price
$2.0190
$0.0000
$0.0000
$2.4700
$1.8330
86
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 39. Share-based payments (continued)
2021
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
22/07/2017
28/08/2018
28/08/2018
28/08/2018
28/08/2018
28/08/2018
25/10/2018
10/12/2018
07/10/2019
31/10/2019
01/04/2020
01/04/2020
26/05/2020
26/05/2020
26/05/2020
04/03/2021
20/04/2021
14/05/2021
14/05/2021
31/03/2021
30/06/2021
28/08/2023
28/08/2023
30/06/2021
30/06/2021
25/10/2023
09/12/2023
31/03/2022
30/09/2022
01/04/2022
01/04/2023
12/03/2027
12/03/2027
12/03/2027
01/03/2031
20/04/2031
14/05/2031
14/05/2025
$1.2500
$2.5000
$1.8800
$1.8800
$1.8800
$2.5000
$3.5000
$2.6500
$2.7000
$2.7000
$3.2500
$5.0000
$2.7500
$3.5000
$1.5000
$0.0000
$0.0000
$0.0000
$0.0000
700,000
1,000,001
1,000,001
1,000,001
250,000
600,000
80,000
40,000
800,000
100,000
30,000
30,000
160,000
160,000
240,000
-
-
-
-
6,190,003
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
140,000
204,280
43,519
98,594
486,393
(700,000)
-
-
-
(50,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
(78,875)
(828,875)
-
(1,000,001)
-
-
(200,000)
(600,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,800,001)
-
-
1,000,001
1,000,001
-
-
80,000
40,000
800,000
100,000
30,000
30,000
160,000
160,000
240,000
140,000
204,280
43,519
19,719
4,047,520
Weighted average exercise price
$2.1800
$0.0000
$1.1690
$2.4310
$2.0190
Set out below are the options exercisable at the end of the financial year:
Grant date
Expiry date
25/10/2018
10/12/2018
07/10/2019
31/10/2019
26/05/2020
26/05/2020
14/05/2021
19/05/2022
25/10/2023
09/12/2023
31/03/2022
30/09/2022
12/03/2027
12/03/2027
14/05/2025
19/05/2026
2022
Number
2021
Number
80,000
40,000
-
-
160,000
160,000
19,719
100,219
80,000
40,000
800,000
100,000
160,000
160,000
19,719
-
559,938
1,359,719
The weighted average share price during the financial year was $0.70 (2021: $1.70).
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.08 years (2021:
2.57 years).
87
IMEXHS Limited
Notes to the financial statements
31 December 2022
Note 39. Share-based payments (continued)
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the
grant date, are as follows:
Grant date
Expiry date
19/05/2022
19/05/2022
19/05/2022
18/07/2022
18/07/2022
19/05/2026
19/05/2032
19/05/2032
18/07/2032
18/07/2032
Share price
at grant date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest rate
Fair value
at grant date
$0.7100
$0.7100
$0.7100
$0.6700
$0.6700
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
80.00%
80.00%
80.00%
80.00%
80.00%
-
-
-
-
-
3.06%
2.57%
2.86%
2.76%
3.07%
$0.705
$0.455
$0.501
$0.423
$0.470
Note 40. Events after the reporting period
No matter or circumstance has arisen since 31 December 2022 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
88
IMEXHS Limited
Directors' declaration
31 December 2022
In the directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 31 December
2022 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Douglas Flynn
Chairman
28 February 2023
89
Independent Auditor’s Report to the Members of IMEXHS Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of IMEXHS Limited (the Company and its subsidiaries (the Group)), which
comprises the consolidated statement of financial position as at 31 December 2022, the consolidated statement
of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
i) giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its financial
performance for the year then ended; and
ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the ‘auditor’s responsibilities for the audit of the financial report’ section of
our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report
in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report of the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key audit matter
How our audit addressed the key audit matter
Revenue recognition
Refer to note 5 in the financial
report.
Revenue recognition is considered
a key audit matter as it is the
most significant balance in the
Group’s Statement of Profit or
Loss and Other Comprehensive
Income, and is the key driver to
the Group’s performance.
Furthermore, there are
complexities and significant
management judgements
associated with interpreting the
key contractual terms of revenue
contracts entered into by the
Group against the requirements of
the AASB 15 ‘Revenue from
Contracts with Customers’ (AASB
15).
Our audit procedures in respect of this area included but were not limited
to the following:
▪ Assessing the adequacy of the disclosures in notes 2 and 5 of the
financial report.
▪
Instructing and reviewing the audit work papers of the component
auditor in Columbia, which included the following specific procedures:
- Testing a sample of contracts, considering their terms and
conditions and identification of the performance obligations in
those arrangements, and assessing their accounting treatment
under AASB 15;
- Testing a sample of revenue transactions to sales contracts
signed by customers;
-
Performing cut-off testing for a sample of contracts to determine
whether revenue had been recorded in the correct accounting
period based on their contractual terms;
▪ Testing material revenue contracts, including considering their terms
and conditions, and identification of the performance obligations in
those arrangements and assessing their accounting treatment under
AASB 15.
Capitalisation of internally
generated software intangibles
Our audit procedures in respect of this area included by were not limited
to the following:
▪ We obtained an understanding of the Group’s processes and controls,
including the records and data relating to time incurred by core
development staff, used to identify and recognise capitalised software
development costs;
▪
Instructing and reviewing the audit work papers of the component
auditor in Columbia, which included the following specific procedures:
- Tested a sample of capitalised development costs to ensure the
activities recorded were consistent with the recognition
requirements of AASB 138.
▪ We obtained representations from management, including the Head
of Development that the allocation of costs to individual projects are
determined in accordance with AASB 138.
Refer to note 16 in the financial
report.
The capitalisation of internally
generated software intangibles is
considered a key audit matter due
to the significant judgement in the
assessment of development
project costs in accordance with
the requirements of AASB 138
‘Intangible Assets’ (AASB 138).
The Group has a number of active
internal software development
programs which are at various
stages of development. Given the
unique nature of the software in
development there is significant
management judgement in the
application of the recognition
criteria under AASB 138.
Other information
The directors are responsible for the other information. The other information comprises the information in
IMEXHS Limited’s annual report for the year ended 31 December 2022, but does not include the financial
report and the auditor’s report thereon. Our opinion on the financial report does not cover the other
information and we do not express any form of assurance conclusion thereon. In connection with our audit
of the financial report, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial report or our knowledge obtained in the
audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of the other
information we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibility for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibility for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
A further description of our responsibilities for the audit of the financial report is located at The Australian
Auditing and Assurance Standards Board website at:
www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our auditor’s
report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 34 to 42 of the directors’ Report for the year
ended 31 December 2022.
In our opinion, the Remuneration Report of IMEXHS Limited for the year ended 31 December 2022, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
Nexia Sydney Audit Pty Ltd
Andrew Hoffmann
Director
Dated: 28 February 2023
Sydney
IMEXHS Limited
Shareholder information
31 December 2022
The shareholder information set out below was applicable as at 31 January 2023.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
Ordinary shares
Options over ordinary
shares
Number
of holders
% of total
shares
issued
Number
of holders
% of total
shares
issued
269
326
126
256
47
0.27
2.15
2.23
19.23
76.12
1,024
100.00
285
0.31
1
26
8
25
8
68
-
0.02
1.89
1.67
23.51
72.91
100.00
-
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Sandhurst Trustees Ltd (Jmfg Consol A/C)
Digital Imaging Solutions Sas
Jaava Asesores Integrales Sas
Altor Capital Management Pty Ltd (Altor Alpha Fund A/C)
Hsbc Custody Nominees (Australia) Limited
Volegna Holdings Pty Ltd (The Csa A/C)
German Anibal Arango Bonnet
Rio Negro Pty Ltd (The Medallo A/C)
Dixson Trust Pty Limited
Dr & Lc Flynn Nominees Pty Limited (Flynn Super Fund A/C)
Irukandji Investments Pty Ltd (Longreach Family A/C)
Mr Christian James Haustead
Ilewise Pty Ltd (Lingard Super Fund A/C)
Jorge H Marin Munoz
National Nominees Limited
Goldstake Corporation Pty Ltd
Prof Alan Jonathan Berrick
Heff Super Pty Ltd (J & A Heff Super Fund A/C)
Ilewise Pty Ltd (Lingard Family A/C)
Optim8 Pty Ltd (The Gic Super Fund A/C)
Unquoted equity securities
Options over ordinary shares issued
94
Ordinary shares
Number held
% of total
shares
issued
4,098,520
3,407,708
2,048,758
1,809,505
1,553,532
1,448,524
1,435,161
1,426,417
1,400,602
1,371,737
1,336,316
1,020,524
945,803
663,503
590,002
444,938
382,079
381,312
375,000
350,000
9.93
8.26
4.97
4.39
3.77
3.51
3.48
3.46
3.39
3.32
3.24
2.47
2.29
1.61
1.43
1.08
0.93
0.92
0.91
0.85
26,489,941
64.21
Number
on issue
Number
of holders
3,553,064
68
IMEXHS Limited
Shareholder information
31 December 2022
Substantial holders
Substantial holders in the Company are set out below:
Sandhurst Trustees Ltd (Jmfg Consol A/C)
Digital Imaging Solutions Sas
Milla Paula Inari Palacio*
Ordinary shares
Number held
4,098,520
3,407,708
2,762,733
% of total
shares
issued
9.93
8.26
6.70
*
Irukandji Investments Pty Ltd (Longreach Family A/C) 1,136,316 shares (3.24%), Rio Negro Pty Ltd (The Medallo A/C)
1,426,417 shares (3.46%).
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
95
Corporate directory
DIRECTORS
Mr Douglas Flynn - Non-Executive Chairman
Dr German Arango - Chief Executive Officer
Dr Douglas Lingard - Non-Executive Director
Mr Carlos Palacio - Non-Executive Director
Mr Damian Banks - Non-Executive Director
COMPANY SECRETARY
Ms Reena Minhas
NOTICE OF ANNUAL GENERAL
MEETING
The details of the annual general meeting of
IMEXHS Limited are:
To be held at 10 AM on Thursday, 18 May 2023.
The location is yet to be determined
The details of the annual general meeting of
REGISTERED OFFICE
122 O’Riordan Street
Mascot NSW 2020
Tel: +61 2 9030 0040
PRINCIPAL PLACE OF BUSINESS
122 O’Riordan Street
Mascot NSW 2020
Tel: +61 2 9030 0040
SHARE REGISTER
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney NSW 2000
Tel: 1300 288 664
Tel: +61 2 9698 5414 (international)
Email: hello@automic.com.au
AUDITOR
Nexia Sydney Audit Pty Ltd
Level 16, 1 Market Street
Sydney NSW 2000
BANKERS
National Australia Bank
2 Carrington Street
Sydney NSW 2000
STOCK EXCHANGE LISTING
IMEXHS Limited shares are listed on
the Australian Securities Exchange
(ASX code: IME)
CORPORATE GOVERNANCE
STATEMENT
The directors and management are
committed to conducting the business of
IMEXHS Limited in an ethical manner and in
accordance with the highest standards of
corporate governance. IMEXHS Limited has
adopted and has complied with the ASX
Corporate Governance Principles and
Recommendations (Fourth Edition)
(‘Recommendations’) to the extent
appropriate to the size and nature of its
operations.The Corporate Governance
Statement, which sets out the corporate
governance practices that were in operation
during the financial year and identifies and
explains any Recommendations that have not
been followed was approved by the Board of
Directors at the same time as the Annual
Report and can be found at www.imexhs.com
Make it faster
2022 | IMEXHS Limited | Annual Report | 94
ANNUAL REPORT
2022
Leading the way in life-changing diagnostics.
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