Results for announcement to the market
APPENDIX 4E
31 August 2020
Name of Company: Little Green Pharma Ltd (ACN 615 586 215)
Report for the year ended 30 June 2020
This statement includes the consolidated results of Little Green Pharma Ltd for the full year ended 30
June 2020 compared with the full year ended 30 June 2019.
This page and the following pages comprise the year end information given to the ASX under Listing
Rule 4.3A.
The results are prepared in accordance with Australian Accounting Standards and are presented in
Australian dollars.
Movement
%
$
Revenue from ordinary activities
increase
786.9%
to
2,204,021
Loss from ordinary activities
increase
68.8%
to
(9,315,435)
Revenue from ordinary activities of $2,204,021 results from the sale of medicinal cannabis oil products.
In addition, the Company received research and development incentive grants of $600,258, COVID19
Job Keeper grants of $120,000 and other government grants of $200,000. The net loss from ordinary
activities increased from $5,518,129 in the prior period to a net loss of $9,315,435.
Dividends:
No dividends are proposed, and no dividends were declared or paid during the current or prior year.
Net Tangible Asset Backing:
June
2020
June
2019
Net tangible assets per ordinary security
$0.087
($0.021)
Independent Auditor’s Report:
The annual financial report contains an Independent Auditor’s Audit Report. This report is not subject
to any modification or emphasis of matter.
This statement was approved by the Board of Directors
Alistair Warren
Company Secretary
LITTLE GREEN PHARMA
ABN 44 615 586 215
ANNUAL
REPORT
YEAR ENDED 30 JUNE 2020
We believe it's necessary to produce
high-quality cannabis medicines now
and develop meaningful innovative
delivery systems for the future to
improve patient outcomes and solve
real patient problems.
We are passionate about transforming
lives. This drives our desire to grow
and produce medicines that are safe,
effective and affordable. It's the heart
of everything we do and defines
our culture. This is our purpose — to
reimagine cannabis medicine and do
extraordinary things for our patients.
We are proud of what we've done and
where we're going.
We are Little Green Pharma
LITTLE GREEN PHARMA ANNUAL REPORT 2020
3
CONTENTS
1 Who we are
2
Chairman’s Letter
3
A message from the Managing Director
4
Strategy
5
Capability
6
7
Directors' Report
Corporate Governance Statement
8
Independent Auditor’s Report
9
Financial Report
10 Shareholder Information
CORPORATE DIRECTORY
Directors
Mr Michael Lynch-Bell
Dr Neale Fong
Ms Fleta Solomon
Mr Angus Caithness
Company Secretary
Mr Alistair Warren
Registered Office
Level 2, Suite 2, 66 Kings Park Road
West Perth, Western Australia 6005
Telephone: +61 8 6280 0050
Facsimile: +61 8 6323 4697
Email:
cosec@lgpharma.com.au
Auditor
Deloitte Touche Tohmatsu
Tower 2, Brookfield Place
123 St George’s Terrace
Perth, Western Australia 6000
Share Registry
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
Perth, Western Australia 6000
Website: www.investorcentre.com/contact
Stock Exchange
Australian Securities Exchange Ltd
Central Park, 152-158 St Georges Terrace
Perth, Western Australia 6000
Website: www.littlegreenpharma.com
ASX Code: LGP
Notice of AGM
The Annual General Meeting of Little Green Pharma Ltd will be held at 11:00am on 26 November 2020.
This meeting will be held at the Company’s Registered Office unless otherwise advised.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
1
1
WHO WE ARE
We are Little Green Pharma Ltd (Little Green Pharma, LGP or the
Company): a proven, vertically-integrated Australian medicinal
cannabis business with operations extending from cultivation and
production through to manufacturing and distribution.
We are a company of firsts: we were the first
company to produce locally grown cannabis
medicines for patients in Australia, and the
first company to export Australian grown
and manufactured medicinal cannabis
medicine overseas.
Today, our focus is on supplying an expanding range of
medical-grade cannabis products and improving patient
access to medicinal cannabis around the world. To achieve
this, we are continually growing the scale and range of
our medicinal cannabis product offering while promoting
educational outreach programs for healthcare practitioners
and engaging in market-leading R&D to develop innovative
new delivery formulations.
For more information about Little Green Pharma visit:
www.littlegreenpharma.com
When Little Green Pharma
announced the first export of
Australian medicinal cannabis
products for patients, Australia’s
Minister for Health, the
Honourable Greg Hunt said:
“This first export of Australian-produced
medicinal cannabis oils to the UK marks
an important step in fulfilling Australia’s
vision of building a global medicinal
cannabis industry capable of supplying
quality medicinal cannabis products to
both Australian and overseas patients.”
2
WE ARE A
COMPANY
OF FIRSTS:
ST
To produce locally grown cannabis
medicines for patients in Australia
To export Australian medicinal
cannabis medicine overseas
LITTLE GREEN PHARMA ANNUAL REPORT 2020
3
2
CHAIRMAN'S
LETTER
Dear Shareholders,
The 2019-20 Financial Year has been a
transformational year for Little Green Pharma.
During this period, the Company
security of supply as we make
a consignment sales agreement, our
successfully listed on the Australian
headway exporting our medicine
first strategic commercial quantity
Securities Exchange, witnessed
into key global markets.
shipment of medicinal cannabis oil
significant product sales, revenue
and patient growth, and established
key distribution channels into
offshore markets.
In addition, we remain on track to
commission our manufacturing
facility towards the end of Q3 CY2020
which, once TGA licensed, will give
In Australia, our unit sales increased
us additional capability to produce
from 1,675 in FY2018-19, to over
GMP flower products and enable
14,850 as at 30 June 2020. This
lower-cost, higher-volume medicinal
resulted in revenue of $2.2 million, a
cannabis API production for our
787% increase from for the previous
medicinal cannabis oil range.
to the UK.
For the German market, we have
now manufactured CC Pharma’s
order of 2,400 bottles of medicinal
cannabis oil, to be shipped pending
testing and receipt of an import
permit from German authorities.
Looking ahead, the Company
remains buoyant and optimistic, as
it continues to rapidly grow its share
financial year. Since the release of
our first medicinal cannabis products
in August 2018, more than 4,500
patients have now been prescribed
Little Green Pharma medicines.
Despite an increase in domestic
sales and continued, cultivation and
manufacturing operations, Covid-19
of the Australian medicinal cannabis
continues to impact the business
market while driving its market
across several areas. The Company
penetration into Europe and other
The grant of our Medicinal Cannabis
has worked to secure supply chains
high-volume, high-margin offshore
Cultivation and Production
of critical materials and consumables
markets.
Permit in July 2020 by the Office
of Drug Control (ODC) for our
expanded cultivation facility was
a key milestone for the Company,
to ensure continuation of product
supply, as well as implementing cost
On behalf of the Board and
reduction strategies across its entire
Company, I would like to thank you –
business to mitigate the impact of
our shareholders – for your ongoing
providing a firm foundation for the
Covid-19.
support of the Company.
delivery of our commercial strategy
going forward. This increased
cultivation capacity enables the
production of sufficient cannabis
flower to manufacture up to 110,000
Finally, we continued to work hard
Your sincerely
to establish international supply
pathways overseas, including into
Germany and the UK.
bottles of cannabis oil annually,
In June 2020, we shipped 1,000+
Michael Lynch-Bell
giving us and our distributors greater
units to LYPHE Group Limited under
Independent Non-Executive Chair
4
A MESSAGE
FROM THE
MANAGING
DIRECTOR
From the very beginning, Little Green Pharma
has dared to reimagine cannabis as a
medicine and do extraordinary things
for patients across the globe.
Recognising regulatory complexity and
and enabling the highest-margin
high product costs were significant
activities for its business. While
barriers to acceptance, we wanted to
doing so, it carefully recruited a
do everything we could to improve
team of extraordinary people with
patient access and transform the lives
the determination and energy to
of people across the globe.
problem solve and find solutions for
This has required hard work, dedication
the most challenging problems.
and passion to achieve. It has meant
Today, the Company has the people
active participation in the development
and tools it needs to deliver on
of a global industry with little precedent,
its vision. Armed with hard-won
one full of opportunities and challenges
expertise and world-class facilities,
at every stage. It has required vision,
it stands poised to advance the
determination, exploration, and
Australian cannabis industry and
discipline. And it has required us to
become a truly global player.
develop a business where our work is
intrinsically rewarding, and our team
motivated by successful practitioner and
patient outcomes.
However, no Company can succeed
without the support of its investors
and other stakeholders. From the start,
the Company developed a range of
capabilities across the supply chain,
I remain incredibly proud of our
achievements and am pleased to
present our Annual Report for 2020.
Yours in Health,
carefully avoiding over-capitalisation
Fleta Solomon
to preserve capital, while identifying
Managing Director
3
+787%
Revenue growth
in 2020 compared
to 2019
+29%
Increase in gross
margin % in 2020
compared to 2019
14,850+
Bottles sold in 2020
+479%
Increase in patient
numbers in 2020
compared to 2019
315+
Doctors in Australia
prescribing LGP
products
31+
Medical conditions
approved for
treatment with
LGP products
2
New medicinal
cannabis oil
products launched
LITTLE GREEN PHARMA ANNUAL REPORT 2020
5
4
STRATEGY
From the start, Little Green Pharma
has utilised a lean business model that
combines fiscal discipline with careful
capitalisation solely for proven supply
channels. This strategy has resulted
in impressive domestic sales while
prudently preserving cash.
6
TODAY, THE COMPANY’S GROWTH STRATEGY
COMPRISES THREE KEY PILLARS:
1
Australian sales
Increasing domestic sales demonstrate
market validity, generate immediate
cash flow and provide a platform for the
Company’s international growth.
2
International sales growth
Generation of commercial sales volumes
in overseas markets is the Company’s
primary pathway to substantial, longer-
term profits.
3
Product innovation
The Company remains focused on
producing high-quality market-meeting
cannabis medicines now while
developing unique drug delivery systems
for patients in the future.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
7
5
CAPABILITY
Operating across the entire supply chain enables Little Green
Pharma to identify higher-margin opportunities and create value
for shareholders while reducing costs for patients. LGP’s supply
chain capabilities support the Company’s strategy of achieving
high-volume sales in overseas markets as well as its goal of
developing unique, high-margin drug delivery systems.
8
Operating across the entire supply
chain enables LGP to identify
opportunities and create value.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
9
5
CULTIVATION
During FY2020, LGP completed its cultivation facility expansion
project on time and on budget, increasing its potential annual
production capacity from 15,000 (50ml) bottles up to a quantity
of flower sufficient to produce approximately 110,000 (50ml)
bottles of medicinal cannabis oil. The company also has an
additional 3,000sqm of land area available which is sufficient to
double production if necessary.
The Company’s world-class facility
strains with the objective of maximising
complies with the strictest regulatory
yields, optimising growing techniques,
requirements globally and was
investigating cannabinoid production,
completed on time and on budget.
and creating a platform for creating high-
In March 2020, the Company was granted
a variation to its medicinal cannabis
licence to cover the expanded facility,
and in July 2020 was awarded a variation
to its ODC permit allowing the Company
to begin planting in the expanded facility.
quality, consistent product. To date, each
crop has successfully passed all regulatory
testing requirements with no crop failures.
In addition to its internal cultivation
capacity, the Company has also developed
and established various supply lines
for third-party raw cannabis materials,
Throughout the reporting period, the
providing it with supplementary volume
Company trialled multiple genetic
for production.
Automated technologies
Optimal grow environment
Consistent quality and process
10
PRODUCTION
At the end of the period, LGP was completing
construction of its in-house manufacturing
facility on time and on budget. The facility has
been designed and built to pharmaceutical-
production specifications for post-harvest
flower drying and cannabis extraction.
During the same period, LGP was granted its inaugural ODC
Manufacturing Licence and ODC Manufacturing Permit to
undertake these activities.
The manufacturing facility is capable of processing and drying
cannabis flower to GMP grade, allowing it to be used for finished
medicinal cannabis flower products. In addition, it enables the
production of highly concentrated extracts at a lower cost to drive
further margin expansion. These extracts will be used as starting
materials for manufacture into finished oils by LGP’s exclusive
pharmaceutical contract manufacturer.
Upon completion, and pending Therapeutic Goods Administration
(TGA) GMP certification, the new manufacturing facility will allow
LGP to produce dried flower as a finished product. This project is
tracking on time and on budget, with commissioning expected to
occur towards the end of Q3 CY2020.
Potential annual
flower production
capacity to produce
110,000 (50mL)
bottles.
Maximising yield
Quality product
LITTLE GREEN PHARMA ANNUAL REPORT 2020
11
5
MANUFACTURING
During the period, LGP manufactured almost 19,000 bottles
of finished medicinal cannabis oils through its GMP-licensed
pharmaceutical contract manufacturer for sale in Australia
and Europe. LGP has a five-year exclusive agreement with its
contract manufacturer until the end of 2024.
LGP continued to make significant
progress upscaling its in-house
manufacturing capacity and capability
to meet demand for quality Australian
medicinal cannabis products compliant
with PIC/S GMP Guidelines, ICH Q10 PQS
Guidelines and the TGA Guidelines.
PROGRESS INCLUDED:
Vendor qualification of suppliers as
part of LGP’s GMP-compliant quality
assurance framework.
Extraction and decarboxylation units
successfully passed performance
qualification (PQ) and process
validation (PV) stage, permitting large
scale API production under GMP
conditions.
12
Stability testing of all products as
required under TGA guidelines.
Established pharmacovigilance
protocols to ensure product safety,
quality and efficacy.
Implementation of a Pharmaceutical
Quality System (PQS) framework
compliant with PIC/S GMP Guidelines
and ICH Q10 PQS Guidelines.
Flower drying validations executed
for flower resin oil extracts and
whole flower bulk packaged goods.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
13
5
PRODUCT INNOVATION
A core strategy of LGP is to deliver innovative
pharmaceutical products specifically developed
to improve patient outcomes.
THIS STRATEGY INCLUDES:
Launching an expanded range of medicinal cannabis
oil products to meet immediate patient demand in
Australian and overseas markets.
Developing innovative prescription medicines,
including novel delivery systems and precisely
formulated cannabinoid products.
CBD DOMINANT
CBD DOMINANT
THC/CBD BALANCE
THC DOMINANT
LGP’s range of high-quality Australian medicine manufactured under TGA GMP conditions.
Expanded Product Range
Our product range increased from two to four products with the introduction of the CBD
dominant LGP Classic 1:20 product formulation in October 2019 and CBD50 product
formulation in March 2020. Both products have performed strongly in the market
meeting anticipated patient demand.
14
LITTLE GREEN PHARMA ANNUAL REPORT 2020
15
Novel Product Innovation
During the reporting period the
Company continued to refine its focus
on differentiated and novel products and
formulations. Primarily, LGP has been
focusing its research and development
across two main domains, being a novel
product development using the ARISE
technology and a patented liposomal
formulation.
5
16
ARISE Technology
In January 2020, LGP agreed a licence agreement with
Curtin University for the exclusive global use of its
patented atomised rapid injection for solvent extraction
(ARISE) technology in connection with medicinal
cannabis. The technology generates particles of active
pharmaceutical ingredients with physical properties that
permit increased and targeted absorption by the body.
LGP has progressed this novel product development and
formulation project, with the first milestone – to develop
the excipient component of the proposed formulation –
now completed.
Patented Liposomal Small
Particle Formulation
In June 2020, the Company engaged Curtin University
under a research partnership with an Innovation
Connection grant of $50,000 allowing further research
into the patented liposomal small particle formulation.
Indicative research demonstrates that its small
particle formulation product may result in more
rapid absorption, higher bioavailability, prolonged
therapeutic effects, lower toxicity and improved ease
of administration and dosage control than simple oil
products.
Developing
innovative
delivery
systems.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
17
5
EDUCATION
Healthcare practitioner education and outreach remains a critical
component of LGP’s commercial strategy. In FY 2020, LGP continued to
engage with healthcare professionals to help support their education in
relation to the benefits of cannabinoid medicines.
With easy to access digital education,
The impact of Covid-19 saw LGP move to
LGP offers an access portal for patients
enhance its online offering, through additional
and healthcare professionals located on
online training courses, webinars, and
its sponsored site, GreenChoices.com.au.
virtual meetings to engage with healthcare
This allows prescribers to access a range
professionals.
of resources to improve professional
knowledge, including on the prescribing
process, information on dosing, titration for
specific conditions and an approved online
training course.
After the reporting period, LGP also launched
an even more comprehensive Medical Portal
for health care professionals to access further
resources on prescribing LGP medicines,
treatment and dosing guides and the latest
medical research, littlegreenpharma.com/
medical-portal/register.
Clinical Investigations
LGP is involved in several clinical
investigations, including two open-label
designed studies as well as a double-blind
placebo-controlled clinical trial run by a
leading Australian research organisation
for palliative care and advanced cancer.
These study and trial outcomes will assist
in informing the Company’s future clinical
trial plans and product development.
18
Delivering education sessions and webinars
Exhibiting at General Practitioner and specialist conferences.
for medical professionals.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
19
787%
Sales growth
in Australia
Increased revenue from
previous financial year
to FY2020.
5
20
DISTRIBUTION
Australian
Domestic Market
International
Markets
Fundraising
During the reporting period, the
During the reporting period, the
In June, LGP shipped 1,000+ units
Company also raised A$9 million as
Company demonstrated strong
to LYPHE Group in the UK under a
part of its pre-IPO convertible note
sales growth in Australia with an
consignment sales agreement. The
fundraising in July 2019, as well as
increase in revenue from $248,000
shipment was strategically important
raising A$10 million under its Initial
in the previous financial year,
for LGP as it served to demonstrate
Public Offering and successfully
to $2.2 million FY2020; with the
a viable commercial channel into
listing on the Australian Securities
cumulative number of bottles sold
the UK and represented a key
Exchange in February 2020.
increasing from 1,675 for the year
step towards LGP’s goal of serving
ended 30 June 2019 to over 14,850
growing offshore patient demand.
for the year ended 30 June 2020.
During the reporting period, LGP
The Australian medical cannabis
manufactured CC Pharma’s order of
market continues to grow with
2,400 bottles of medicinal cannabis
strong patient demand and more
oil. This order will be shipped to
than 50,500 SAS B approvals
Germany pending testing and CC
granted via the TGA's Special
Pharma’s receipt of an import permit
Access Scheme.
from German authorities.
Patients
4,560+
To 30 June 2020
vs. 670 to 30 June 2019.
The Company is also actively
pursuing agreements for the sale,
export, and/or distribution of LGP
Classic medicinal cannabis oils in
Germany as well as developing
supply pathways into other
international markets, including
opportunities in South America,
other EU jurisdictions,
and New Zealand.
LGP Cumulative Bottles Sold (RHS)
LITTLE GREEN PHARMA ANNUAL REPORT 2020
18,000
16,000
14,000
12,000
10,000
8,000
6,000
4,000
2,000
-
21
6
Directors'
Report
22
The Directors present this report for the financial year ended 30 June 2020.
Directors
As at the date of this report, the Directors of the Company are:
Mr. Michael Lynch-Bell
Independent
Dr. Neale Fong
Independent
Non-Executive Chair
Non-Executive Director
Ms. Fleta Solomon
Managing Director
Mr. Angus Caithness
Executive Director
The Directors listed above held these positions throughout the financial year.
The Directors listed as Independent Directors have been independent throughout the financial year.
Information on Directors
Michael Lynch-Bell
Independent
Non-Executive Chair
Dr Neale Fong
Independent
Non-Executive Director
Fleta Solomon
Managing Director
Angus Caithness
Executive Director
Fleta drives the strategic
vision of the business and
as Managing Director of
Little Green Pharma has
grown the company from a
medicinal cannabis startup
to an industry-leading
medicinal cannabis brand
in Australia. Fleta has
17 years’ experience in
corporate and consumer
health markets. Fleta is a
graduate of the Australian
Institute of Company
Directors (GAICD), holds
a Bachelor of Science
degree and an MBA from
the University of Western
Australia.
Neale is a registered medical
practitioner with over 35
years in senior leadership
roles in private hospitals,
the public health systems,
management consulting,
academia, health research,
aged care and not for profit
organisations. Neale is
currently CEO of Bethesda
Health Care and formerly
Director General of the West
Australian Department of
Health.
Neale is an experienced
ASX company director
including a former non-
executive Director of
Neurotech International
Limited (ASX:NTI) and
executive chair of Chrysalis
Resources Limited (ASX:CYS)
and has been a Fellow of
the Australian Institute of
Company Directors for 17
years.
Neale is also Chair of the
Company’s Audit & Risk
Committee.
Michael is an experienced
corporate finance executive
and consultant. Michael led
Ernst & Young’s UK IPO and
Global Natural Resources
transaction teams in the
Transaction Advisory practice
and has been involved
advising companies on
fundraising, re-organisations,
transactions, corporate
governance as well as IPOs.
Michael is a former Chair
of the Bureau and current
member of UNECE’s Expert
Group on Resource
Management and a
Non-Executive Director
of Barloworld Limited
(JSE:BAW), Senior
Independent Director and
Remuneration Committee
Chair of Gem Diamonds
Limited (LSE:GEMD),
Audit Committee Chair of
Lenta Limited (LSE:LNTA)
MCX:LNTA) and Deputy Chair
and Nomination Committee
Chair of Kaz Minerals plc
(LSE:KAZ).
Michael is also Chair of the
Company’s Remuneration &
Nomination Committee.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
Angus is an experienced
corporate finance executive
and consultant in Australia
and international markets.
Angus has ASX experience
as a non-executive Director
of Lindian Resources
(ASX:LIN), CFO of Hunnu
Coal (ASX:HUN) and
Company Secretary for the
IPO of Haranga Resources
(ASX:HAR). Following these
roles, Angus acted as CFO
of Tavan Tolgoi, the owner
of the world’s largest coking
coal deposit looking at a
US$10 billion dual listing in
London and Hong Kong.
Angus was previously an
Executive Director at Ernst
& Young in London and
Australia specialising in
initial public offerings of
large cap mining companies.
Angus is a Harvard Business
School alumnus, a Chartered
Accountant, a fellow of
the Financial Services
Institute of Australasia and
is currently completing a
Master of Science.
23
6
DIRECTOR'S REPORT
Board and Committee
The Directors held nine directors’ meeting and six committee meetings during the financial year:
Directors'
Meetings
Audit and Risk
Committee
Remuneration and
Nomination Committee
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Mr. Michael Lynch-Bell
Dr. Neale Fong
Ms. Fleta Solomon
Mr. Angus Caithness
9
9
9
9
9
9
9
9
2
2
-
2
2
2
-
2
4
4
2
-
4
4
2
-
In addition, 36 circular resolutions were passed.
Principal Activities
During the financial year, the
principal activities of the
Company were:
The cultivation of locally-
grown medicinal cannabis,
procurement of raw materials
and the production of medicinal
cannabis medicines;
Review of Operations
The operational review contained in both the Strategy section at page 6
and the Capability section at page 8 forms part of this Directors’ Report.
During the year LGP sold over 14,850 bottles of medicinal cannabis oil,
generating revenue of more than $2.2 million. The Group’s loss for the
financial year amounted to $9,315,435 (compared to the previous year’s
loss of $5,518,129).
Since completing its listing on the ASX, the Group’s key focus has been the
opening and development of sales channels in Europe, and the education of
The establishment and
healthcare professionals in Australia. The Group’s research and development
continued development of
distribution pathways within
Australia, the EU and other
international jurisdictions; and
Ongoing research and
development into new
medicinal cannabis products
and delivery technologies.
In the Directors’ view, there were no
significant changes to the principal
activities of the Company during the
financial year.
24
activities continue to lead the market, focussed on the development of new
and innovative drug delivery systems and products to meet market demand.
Key achievements by the Group during the year are as follows:
Successfully raised $19 million of capital:
• Completed a pre-IPO capital raising of $9 million in July 2019
through the issuance of convertible notes, which were converted
into shares when the Company listed on the ASX.
• Completed an ASX listing to raise $10 million in February 2020
with proceeds used for their intended purpose.
• The Group had a strong cash position of $4.3 million as at
30 June 2020.
Achieved significant year on year sales growth:
• More than 14,860 bottles of medicinal cannabis product was
sold in the year ended 30 June 2020, compared to 1,676 bottles
during the previous year.
• Each successive month during the year set a new sales record for
the Group, with ~2,200 units being sold in the month of June 2020.
Gross margin increased to 52% in the year ended 30
by a leading Australian research organisation for
June 2020, from 41% in the previous year, realised
as a result of increasing scale and greater operating
efficiencies.
More than 4,560 patients have been prescribed
the Group’s medicinal cannabis products by the
end of the year, with more than 315 healthcare
professionals prescribing the Group’s products.
Completed the inaugural export of Australian-
produced medicinal cannabis product:
• The Group made the first-ever export of
palliative care and advanced cancer.
Developed the Pharmaceutical Quality System
and pharmacovigilance and clinical governance
systems and processes to strengthen the Group’s
manufacturing and governance processes.
Received a $300,000 dollar-for-dollar grant from
the WA State Government under its Value-Add
Agribusiness Investment Attraction Fund. These
funds will be received in stages over the next 12
months.
domestically produced medicinal cannabis
The Group expects to maintain its strong position in the
product to the UK in April 2020.
• Exported the first commercial quantity of
medicinal cannabis oil, with 1,000+ units
shipped to the LYPHE Group Limited in the UK
under a consignment sales agreement.
Executed two new sales agreements:
•
The Group entered into a three-year sales
agreement with Berlin-based DEMECAN and
sent its first product samples to Germany.
• Entered into a five-year sales agreement with
Astral Health in the UK.
market with the continued growth of domestic sales
and the further development of international markets.
Company Performance
Against Expectations
The Company's operations during the year performed
as expected in the opinion of the Directors.
Significant Changes in the
State of Affairs
There were no significant changes in the nature or
situation of the Company that occurred during the
Expanded the Group’s product range with the
release of two new medicinal cannabis oil products,
financial year other than the Company listing on the
Australian Securities Exchange that are not otherwise
LGP Classic 1:20 and LGP Classic CBD 50.
disclosed in this report.
Invested in expanding its cultivation and
manufacturing capabilities to add significant
production capacity:
• Commissioned an expanded cultivation
facility, which was completed on time and on
budget. The ODC has granted a Cultivation and
Production licence and permit for the expanded
cultivation facility.
• The construction of the Group’s manufacturing
facility progressed, and is expected to be
commissioned towards the end of Q3 CY2020.
The ODC has granted a Manufacturing Licence
and Permit, which allows the production of
cannabis resins on site.
Contributed to several clinical investigations,
After Balance Sheet Date Events
No matters or circumstances have arisen since the end
of the financial year which significantly affected, or may
significantly affect, the operations of the Company, the
results of those operations, or the state of affairs of the
Company in future financial years.
Likely developments in the operations of the Company,
and the expected results of those operations in future
financial years, have not been included in this report as
these are likely to result in unreasonable prejudice to
the Company.
Environmental Issues
The Company’s operations are not regulated by any
including two open-label designed studies and a
significant environmental regulation under a law of the
double-blind placebo-controlled clinical trial run
Commonwealth or of a State or Territory.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
25
6
DIRECTOR'S REPORT
Dividends
There were no dividends paid or declared in the
reporting period.
Remuneration Report
The Remuneration Report detailed on pages 27 to 31 of
except where Company is forbidden by law to indemnify
against such liability or costs or would be void under law.
Each Director and Officer has also entered into a Deed
of Indemnity, Access and Insurance that provides
for indemnity against liability as a director or officer,
except to the extent such liability is prohibited by the
this Annual Report forms part of this Directors’ Report.
Corporations Act or any applicable law or recovered
Directors’ Shares and
Performance Rights
Directors’ interests in shares and performance rights
are set out in the Remuneration Report. These remain
unchanged as at the date of that Remuneration Report.
Performance Rights
A total of 6,000,000 Performance Rights over unissued
shares were granted during the reporting period.
Auditor’s Independence Declaration
The Auditor’s Independence Declaration set out on
page 51 of this Annual Report forms part of this
Directors’ Report.
Corporate Governance Statement
The Company’s Corporate Governance Statement is set
out in pages 32 to 45 of this Annual Report.
Company Secretary
Mr. Alistair Warren was appointed Company Secretary
in July 2020. Alistair (LLB. BA. Grad. Dip. Applied Econs.)
is General Counsel for the Company and was previously
inhouse legal counsel at BHP Group Ltd and a legal
practitioner in private practice with Freehills lawyers
(now Herbert Smith Freehills).
Indemnification and Insurance of
Directors and Officers
Under the Company’s constitution, the Company
indemnifies any current or former Director or Company
Secretary or officer of the Company or a subsidiary of the
Company out of the property of the Company against
any liability incurred by that person in that capacity,
legal costs incurred in connection with proceedings, or
under a separate policy of insurance. Pursuant to
the Deed, Directors and Officers may also obtain
independent professional advice at the Company’s
cost in connection with any matter connected with
the discharge of that Officer’s discharge of their
responsibilities, subject to the Board’s written consent,
as well as advice in connection with any claim prior to
the Company assuming conduct for the claim or with the
Board’s consent.
The Deed also entitles the director or officer to
access company documents and records, subject to
undertakings as to security and maintenance of privilege,
and to receive directors’ and officers’ insurance cover
paid for by the Company.
During or since the end of the financial period, the
Company has paid or agreed to pay a premium in respect
of a contract of insurance insuring directors and officers,
of the Company and its subsidiaries, against certain
liabilities incurred in that capacity. The terms of that
policy prohibit disclosure of the total amount of the
premiums paid for that contract of insurance.
Proceedings
The Company did not bring any proceedings against any
party or seek to intervene in any such proceedings during
the financial year. The Company was not a party to any
proceedings during the year.
Signed in accordance with a resolution of the Directors:
Michael Lynch-Bell
Independent
Non-Executive Chair
Fleta J Solomon
Managing Director
legal costs incurred in good faith in obtaining legal advice
31 August 2020
on issue relevant to their performance of functions and
duties if approved in accordance with Company policy,
26
Remuneration Report for the 2020 Annual Report
The Remuneration Report sets out the Company’s remuneration strategy for
the financial year ended 30 June 2020 and provides detailed information on the
remuneration outcomes for the Key Management Personnel in accordance with
the requirements of the Corporations Act 2001 and its Regulations.
Remuneration Philosophy
Key Management Personnel
The Remuneration Committee is responsible for making
The Remuneration report details the performance
recommendations to the Board for the Directors, Managing
and remuneration of Key Management Personnel
Director and Key Management Personnel. In line with its
(KMP) for financial year 2020. KMP is defined as
Charter, the Remuneration Committee is responsible for:
persons having authority and responsibility for
reviewing and approving the executive remuneration
policy to enable the Company to attract and retain
executives and Directors who will create value for
shareholders;
directing and controlling the activities of an entity
directly or indirectly. The KMP comprise:
Non-executive directors being the Chair
Mr Michael Lynch-Bell and non-executive
ensuring that the executive remuneration policy
director Dr Neale Fong; and
demonstrates a clear relationship between key director
performance and remuneration;
recommending to the Board the remuneration of
executive and non-executive directors;
fairly and responsibly rewarding executives having regard
to the performance of the Group, the performance of the
executive and the prevailing remuneration expectations
in the market;
reviewing the Company's recruitment, retention
Members of the executive team, being
Ms Fleta Solomon (Managing Director) and
Mr Angus Caithness (Executive Director).
The executives are accountable for managing
operational activities, financial control and risk
management of the Company.
Components of Remuneration –
Executives
and termination policies and procedures for senior
During the financial year 2020, remuneration was
management;
reviewing and approving the remuneration of direct
reports to the Managing Director, and as appropriate
other senior executives; and
structured according to the relevant employment
agreements and performance measures in place.
The Managing Director’s employment agreement
to 30 November 2019 consisted of a base salary,
reviewing and approving any equity-based plans and
superannuation and a short-term incentive plan
other incentive schemes.
Relationship between the Remuneration
Policy and Company Performance
The performance measures for the Company’s short-term
incentive plan (STI Plan) and long-term incentive plan
(LTI Plan) have been tailored to align with financial and
while the Executive Director’s consulting agreement
consisted of a base salary, a short-term incentive,
listing incentive as well as share based payments.
The base salary for the Managing Director was
$120,000 plus superannuation and for the Executive
Director it was $100,000.
operational objectives which create value for shareholders.
The executives each received the following incentive
The Remuneration Committee obtained guidance and
industry data from Mercer, a remuneration consultant, in
order to design an STI and LTI Plan to motivate, retain and
payments in the financial year 30 June 2020:
Short term incentive payment of $50,000 for the
calendar year ended 31 December 2019; and
reward executive performance aligned to the Company’s
$100,000 for the successful listing of the Company
strategic objectives.
on the Australian Securities Exchange.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
27
6
DIRECTOR'S REPORT
The Executive Director’s consulting agreement dated 19
In preparation of the initial public offering, new executive
September 2017 included the granting of performance
contracts came into effect for the executives on 1 December
rights on achieving certain performance milestones
2019 with remuneration consisting of the following:
accompanied by a three-year service condition and a three
Fixed remuneration in the form of a base salary and
year expiry date. The performance milestones included:
statutory superannuation contributions; and
the launch of the first medicinal cannabis medicine
Variable performance-related remuneration in the
for patients (3 million performance rights with a
form of an STI and LTI Plan.
fair value of $360,000 at the date of grant);
the first renewal of the cultivation licence (1 million
Fixed Remuneration
performance rights with a fair value of $120,000 at
The executives receive fixed remuneration plus
the date of grant);
the listing of the Company on a recognised stock
exchange (1.5 million performance rights with a fair
value of $180,000 at the date of grant); and
achieving a market capitalisation in excess of $100
million (1 million performance rights with a fair
value of $120,000 at the date of grant).
In addition to this, Mr Caithness was granted 3.5
million options with an exercise price of $0.30 which
superannuation. This remuneration is reviewed annually
and there is no guarantee of increases to remuneration in
any contracts of employment.
Variable Remuneration – STI Plan
The STI Plan is a variable component of remuneration
which is an annual cash incentive that is linked to the
achievement of specific performance milestones that are
both financial and non-financial in nature.
had a fair value of $129,500 at the date of grant.
The STI Plan runs from 1 January 2020 to 31 December
These options vest over the shorter of 3 years and a
2020. The performance measures are clearly defined
successful initial public offering.
and measurable and approved by the Remuneration
Committee. The performance measures are based on
At 30 June 2020, all performance rights and options
achievements which are consistent with the Company’s
had vested except the performance rights associated
strategic objectives and enhance shareholder value.
with the milestone of the Company obtaining a market
Assessment of the achievement of the performance
capitalisation in excess of $100 million.
measures are subject to Remuneration Committee review.
Definitions of Performance Measures
Performance Measure
Strategic Intent
Sales revenue
Product launch
Achieve revenue targets to ensure the business is sustainable and profitable.
Implement the ‘meet the market’ strategy to ensure LGP keeps pace with market
trends and can compete globally with competitors by introducing new products.
Distribution
Grow global distribution and brand awareness by entering into new overseas
markets.
Overhead cost control
Minimise overhead costs while maintaining the Company’s high level of
corporate compliance.
Cash cost per bottle
Maintain a competitive cash cost of production to ensure the business is
sustainable and profitable compared to its peers.
All STI’s have the same weighting with performance being measured by the Remuneration Committee and the
timing of payment being determined by the Board. The Executive are not entitled to any STI should there be a
death on site or loss of an Office of Drug Control licence due to a breach of the licence.
28
Variable Remuneration – LTI Plan
Key features of the LTI Plan are as follows:
Performance Measure
Strategic Intent
Purpose
The LTI Plan is an equity incentive designed to create sustainable growth and
shareholder value.
The LTI Plan links a significant portion of at-risk remuneration with the
Company’s ongoing share price and therefore aligns with the return to
shareholders over the performance period.
Eligibility
Award
Executives are eligible to participate.
500,000 performance rights per executive on achievement of each of the
milestone conditions.
Performance Period
Three years from the date of listing on the Australian Securities Exchange.
Performance milestones
The Company’s 20-day VWAP equalling or exceeding:
1. $0.55 during the vesting period;
2. $0.65 during the vesting period; and
3. $0.75 during the vesting period.
Vesting schedule
Upon satisfaction of the relevant milestone and subject to the KMP
remaining employed by the Company at the relevant vesting date, the
performance rights will vest in equal tranches:
• On satisfaction of the relevant milestone;
• 12 months after the date the relevant milestone is satisfied; and
• 24 months after the date the relevant milestone is satisfied.
Expiry date
At the end of 5 years from the date of issue, any performance rights
that have not vested will lapse.
Dividends
Dividends are not paid on performance rights.
Treatment upon departure
Performance Rights will lapse if an executive’s employment is terminated
or change of control
for cause or poor performance, or if the executive resigns. Early vesting of
the Performance Rights occurs on a change of control or is permitted at the
Board’s discretion including among other things, termination of a participant’s
employment, engagement or office with the Company due to death,
permanent incapacity, mental incapacity, redundancy, resignation, retirement
or any other circumstance in which the Board may exercise its discretion.
Service Contracts
Managing Director
The structure of the Managing Director’s remuneration is in accordance with her employment agreement dated
1 December 2019. Ms Solomon is employed by the Company’s Swiss subsidiary and receives a base salary of A$295,000
per annum plus superannuation and is entitled to participate in the STI and LTI Plans. Ms Solomon’s base salary was
reduced by 20% from 1 April 2020 as per the Company’s Covid-19 Share Rights Plan as discussed below.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
29
6
DIRECTOR'S REPORT
Ms Solomon relocated to Switzerland in December 2019
to establish a European sales hub for the Company. Ms
Solomon receives a Cost of Living Allowance to assist with
Components of Remuneration –
Non-Executive Directors
living costs. External guidance was sought from Mercer in
As per the ASX Listing Rules the aggregate remuneration
relation to determining the appropriate allowance.
of non-executive directors shall be determined by
Express provision protects the Company’s confidential
information and intellectual property and Ms Solomon
and the Company can terminate the agreement by giving
6 months’ notice in writing to the other party.
The Company may summarily terminate the agreement
on the grounds of, among other things, serious or
persistent breaches of the terms of the agreement, gross
or wilful misconduct or if Ms Solomon is found guilty of
any conduct which results in damage to the reputation or
the business of the Company.
Executive Director
The structure of the Executive Director’s remuneration
is in accordance with his employment agreement
dated 1 December 2019. Mr Caithness receives a base
salary of $260,000 per annum plus superannuation
and is entitled to participate in the STI and LTI Plans.
Mr Caithness’s base salary was reduced by 20% from 1
April 2020 as per the Company’s Covid-19 Share Rights
Plan as discussed below.
Express provision protects the Company’s confidential
information and intellectual property. Mr Caithness and
the Company can terminate the agreement by giving 6
months’ notice in writing to the other party.
The Company may summarily terminate the agreement
on the grounds of, among other things, serious or
persistent breaches of the terms of the agreement, gross
or wilful misconduct or if Mr Caithness is found guilty of
any conduct which results in damage to the reputation or
the business of the Company.
a resolution approved by shareholders at a general
meeting. The aggregate remuneration threshold is
currently set at $300,000 per annum as approved by
shareholders at the General Meeting in November 2018.
Non-executive directors receive fixed remuneration plus
superannuation for their services with Mr Lynch-Bell
receiving $120,000 plus superannuation and Dr Fong
receiving $60,000 plus superannuation. Both non-
executive directors had their base salary reduced by 20%
from 1 April 2020 as per the Company’s Covid-19 Share
Rights Plan as discussed below. Presently no additional
fee is paid to non-executive directors for being a member
of any Board committees.
The non-executive directors were issued ordinary shares
as a performance incentive on admission to the ASX.
Mr Lynch-Bell received 250,000 shares with a fair value of
$112,500 and Dr Fong received 125,000 with a fair value
of $56,250. The non-executive directors will receive a
retention incentive payable three years from the date of
listing subject to shareholder approval.
Covid-19 response – Key
Management Personnel
As part of the Company’s Covid-19 response, the
executive and non-executive directors agreed to
vary their fixed remuneration by reducing the cash
component of their remuneration by 20% in return
for receiving Covid-19 Share Rights issued under the
Employee Securities Incentive Plan (the Plan). Each
Share Right provides an entitlement to one Share in the
Company which is escrowed until 1 April 2021.
The salary reduction remains in place until 25 October
2020 and is subject to shareholder approval at the
Company's next annual general meeting (AGM), which
will be held on 26 November 2020. If the grant of Share
Rights is not approved at the AGM, a cash payment will
be paid by the Company instead.
30
KMP Statutory and Share-based Reporting
F. Solomon
A. Caithness
M. Lynch-Bell
N. Fong
2020
2019
2020
2019
2020
2019
2020
2019
Salary and fees
163,761
120,000
174,663
100,000
58,922
Shares in lieu of salary1
Other benefits2
14,909
121,857
-
-
13,140
3,500
Post employment benefits
47,048
11,400
12,635
STI for year ended 31 December 2019
50,000
STI accrued to 30 June 2020
IPO listing incentive
-
100,000
Share based payments prior to IPO3
-
Share based payments post IPO4
124,271
-
-
-
-
-
50,000
-
100,000
-
-
-
-
-
-
6,570
-
5,303
-
-
-
-
-
-
-
-
-
-
31,966
3,032
-
3,037
-
-
-
-
-
-
-
-
-
-
240,062
231,884
75,000
20,000
37,500
20,000
124,271
-
16,603
-
8,301
-
30 June 2020 expense
621,846
131,400
718,271
331,884
162,398
20,000
83,836
20,000
Performance related
44%
0%
71%
70%
N/A
N/A
N/A
N/A
Director interest in shares #
19,600,000
19,600,000
5,677,491
-
600,000
350,000
925,000
800,000
1 Covid-19 Share Rights subject to shareholder approval.
2 Cost of living allowance for Ms Solomon in Switzerland; car parking for Mr Caithness.
3 Accelerated vesting of performance rights and options for Mr Caithness on IPO; Shares issued to Mr Lynch-Bell and Dr Fong on IPO
4 Accrual of LTI plan for Ms Solomon and Mr Caithness; Retention incentive payable in shares to Mr Lynch-Bell and Dr Fong due on
20 February 2023 subject to shareholder approval.
Award date
Expiry date
F. Solomon
A. Caithness
MM. Lynch-Bell
N. Fong
Performance Rights
Options
Performance Rights
Shares
Shares
16-Jan-201
19-Sep-17
19-Sep-172
16-Jan-201
16-Jan-203
16-Jan-204
16-Jan-25
19-Sep-22
19-Sep-20
16-Jan-25
20-Feb-23
20-Feb-23
Fair value of each instrument
$0.39
$0.037
$0.12
$0.39
$0.45
$0.45
Vesting period years
Exercise price
3.0
-
3.0
$0.30
3.0
-
3.0
-
3.0
-
3.0
-
Number of instruments1
1,500,000
3,500,000
6,500,000
1,500,000
550,000
275,000
Instruments vested to 30 June 2019
Instruments vested financial year
30 June 2020
Instruments still to vest at
30 June 2020
Instruments exercised during
30 June 2020
Grant date fair value of instruments
exercised
Exercise date fair value of
instruments exercised
-
-
(2,072,000)
(2,368,000)
(1,428,000)
(3,132,000)
-
-
-
-
(250,000)
(125,000)
1,500,000
-
-
-
-
-
-
-
1,000,000
1,500,000
300,000
150,000
5,500,000
$660,000
$2,475,000
-
-
-
250,000
125,000
$112,500
$56,250
$112,500
$56,250
1 Performance rights associated with the LTI Plan as detailed above.
2 The milestone associated with the remaining 1,000,000 performance rights which are still to vest relate to the Company achieving a market
capitalisation in excess of $100m.
3 250,000 shares were issued to M. Lynch-Bell as part of the IPO, with a further 300,000 retention shares to be issued 3 years post IPO subject to
shareholder approval.
4 125,000 shares were issued to N. Fong as part of the IPO, with a further 150,000 retention shares to be issued 3 years post IPO subject to
shareholder approval.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
31
7
Corporate
Governance
Statement
32
CORPORATE GOVERNANCE
STATEMENT
Little Green Pharma’s governance practices guide the Company and its
controlled entities’ activities and decision-making to ensure the Company
meets stakeholder expectations of sound corporate governance and
continuous improvement in company performance.
This corporate governance statement reviews the Company’s corporate governance practices against the ASX
Corporate Governance Principles and Recommendations – 4th Edition (Corporate Governance Principles).
All these practices, unless otherwise stated, were in place for the entire year.
The Corporate Governance Principles are as follows:
PRINCIPLE 1:
Lay solid foundations for management and oversight
PRINCIPLE 2:
Structure the board to be effective and add value
PRINCIPLE 3:
Instil a culture of acting lawfully, ethically and responsibly
PRINCIPLE 4:
Safeguard the integrity of corporate reports
PRINCIPLE 5:
Make timely and balanced disclosure
PRINCIPLE 6:
Respect the rights of security holders
PRINCIPLE 7:
Recognise and manage risk
PRINCIPLE 8:
Remunerate fairly and responsibly
Given the differences in size, complexity, history and culture of listed companies, the Corporate
Governance Principles adopt an “if not, why not” approach to compliance and disclosure,
requiring companies to explain the reasons for any departure from the Corporate Governance
Principles recommendations. These explanations are included in section 9 of this statement.
Specific corporate governance policies of the Group are detailed on the Company’s investor
website under the Governance tab, at https://investor.littlegreenpharma.com/site/about/
corporate-governance. In this statement Little Green Pharma and its controlled entities together
are referred to as the “Group” or “Company”.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
33
7
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 1:
LAY SOLID
FOUNDATIONS
FOR MANAGEMENT
AND OVERSIGHT
1.1) Board Charter and roles
and responsibilities
The Board has adopted a Board Charter establishing
corporate governance roles and responsibilities within
the Group.
The respective roles and responsibilities of the Board
include:
providing strategic guidance to the Group, including
contributing to the development of and approving
the corporate strategy
reviewing and approving business plans, the budget,
financial plans, and major capital expenditure initiatives
overseeing and monitoring:
a) organisational performance and the achievement
of the Group’s strategic goals and objectives
b) progress of major capital expenditures and other
significant corporate projects including any
acquisitions or divestments
c)
financial performance including approval of the
annual and half-year financial reports and liaison
Under its Charter, the Board is ultimately responsible
with the Group’s auditors; and
to the Company’s shareholders for all matters related
to the running of the Company. The Board’s role is to
govern the Company rather than to manage it, with the
role of Senior Executives and Management to manage
the company in accordance with the direction and
delegations of the Board.
In general, the Board is responsible for overseeing all
policies, practices, management, and operations of
the Company, including corporate reporting systems,
risk management, remuneration frameworks,
governance issues, succession planning, and
stakeholder communications. The Board also
takes decisions regarding matters of fundamental
importance to the Group.
d) effectiveness of the Group’s governance policies
and procedures
appointment, performance assessment and, if
necessary, removal of the Managing Director
ratifying the appointment and/or removal and
contributing to the performance assessment of
members of the Senior Executive team including the
CFO and Company Secretary
ensuring there are effective management processes
in place and approving major corporate initiatives
enhancing and protecting the reputation of the Group
overseeing the operation of the Group’s system
for compliance and risk management reporting to
The Board’s focus is to enhance the interests of
shareholders
shareholders and other key stakeholders and to
ensure the Group is properly managed. Management
is directly accountable to the Board to deliver timely,
accurate, and relevant information to enable the
Board to perform its responsibilities. Management
is also responsible for operating within the relevant
directives and the risk appetite established by the
Board whilst supporting the Managing Director in
executing day-to-day operations.
ensuring appropriate resources are available to the
Senior Executive
Board composition
During the reporting period and as of 30 June 2020 the
Board comprised the following Directors:
Mr Michael Lynch-Bell
Dr Neale Fong
Independent, Non-Executive
Director and Chair
Independent, Non-Executive
Director
Ms Fleta Solomon
Managing Director
Mr Angus Caithness
Executive Director
34
The Board includes two Independent Non-Executive
ensuring the implementation of appropriate risk
Directors who bring a fresh perspective to the Board’s
management practices and policies
consideration of strategic, risk and performance matters.
The Board seeks to ensure that:
its membership represents an appropriate
balance between Directors with experience and
knowledge of the Group and Directors with an
external or fresh perspective
the size of the Board is appropriate to the size
The Managing Director is also required to be present at
meetings of the various committees of the Board that
meet from time to time. The Managing Director reports
directly to the Board.
Role of Management
Management’s role and responsibilities include:
and operations of the Company
daily management of the Group’s affairs and
Details of the members of the Board, including their
experience and qualifications, matters affecting their
implementation of Group strategy as directed by
the Board
independence (if any) and their independent status are set
handling day-to-day commitments conforming to the
out in “Our Organisation > Management Team” section of
Group’s framework, relevant laws and regulations
the Company’s website. www.littlegreenpharma.com
Role of the Chair
The Chair is responsible for leading the Board, and for
utilising his or her experience, skills and leadership
abilities to facilitate the governance process. The Chair’s
focus is on ensuring that the Board and the Managing
Director act in an ethical manner with strong values to
support the governance principles of the Group.
Role of the Managing Director
The Managing Director is generally responsible for the
pursuit of the Company's goals and vision in accordance
with the strategies, policies, programs and performance
requirements approved by the Board.
The Managing Director’s specific responsibilities include:
implementing and monitoring risk management
negotiation of contracts, agreements and other
documentation
supervising of operations conducted at project sites
analysis of cannabis industry trends
1.2) Appointment and re-election
of Directors
The Board’s policy is that the majority of Directors shall
be independent, non-executive directors at a time when
the size of the Company and its activities warrant such
a structure. This will ensure that all Board discussions
have the benefit of outside views and experiences and
the majority of Directors will be free of any interests or
influences that could interfere with the Director’s ability
developing the Company’s vision, values and goals
to act in the best interests of the Company.
responsibility for achievement of corporate goals
The Company reviews the composition of the Board
and objectives
developing the Company’s ongoing corporate
strategy with the Board
implementing and monitoring strategy and
reporting to the Board
advising the Board on the most effective
organisational structure and implementation
undertaking the role of Company spokesperson
whenever a new Director is to be appointed to ensure
a diverse and necessary range of skills, experience
and expertise is developed and maintained. The
Remuneration and Nomination Committee identifies
and short-lists candidates with appropriate skills and
experience, taking advice from independent consultants
where appropriate. The Company undertakes substantial
background checks of a shortlisted candidates, including
determination of whether the selected candidate is
a Fit and Proper Person under the Narcotic Drugs Act
ensuring legal and regulatory compliance and
1967. Directors are initially appointed by the full Board,
compliance with corporate policies and standards
subject to Office of Drug Control approval and election by
LITTLE GREEN PHARMA ANNUAL REPORT 2020
35
7
CORPORATE GOVERNANCE STATEMENT
shareholders at the next Annual General Meeting.
The Company’s constitution provides that the number
of Directors shall not be less than three.
1.4) Role of the Company Secretary
The Company Secretary is responsible for:
A Director must not hold office without re-election past
the third Annual General Meeting following the Director’s
advising and supporting the Chairman and the
Board and its Committees to manage the day-to-day
appointment or last election, or more than 3 years,
governance framework of the Company
whichever is the longer, and there must be an election of
Directors at each Annual General Meeting of the Company.
The Company provides shareholders with all material
information on whether they support the re-election.
1.3) Terms of Director appointment
The Company appoints Non-Executive Directors under
formal letters of appointment setting out:
the role and expectations for the position including
committee work and other duties
expected time commitment
remuneration and expenses
outside interest disclosure
disclosure of information and personal
interests in securities
access to independent advice; and
assisting with Board effectiveness by monitoring
whether applicable Board and Committee
policies, procedures and charters are followed and
coordinating the timely completion and despatch
of Board agendas and papers; and
assisting with all matters to do with the proper
functioning of the Board including advising on
governance matters and assisting with induction
and professional development of Directors
1.6) Diversity policy summary
The Company recognises the benefits arising from
employee and Board diversity, which includes access
to a broader pool of high-quality employees, improving
employee retention, accessing different perspectives
and ideas, and benefiting from available talent. For the
indemnity and insurance arrangements
purposes of the Company Diversity Policy, diversity
Executive Directors are employed pursuant to
employment agreements setting out the information
above as well as:
Circumstances giving rise to termination
Entitlements on termination
Non-compete restrictions
Directors have the right, in connection with their duties
and responsibilities as members of the Board and
Committees, to seek independent professional advice
includes but is not limited to matters of gender, age,
ethnicity, and cultural background.
The Company has established a diversity policy which
is designed to achieve, among other things, a diverse
and skilled workforce, workplace culture characterised
by inclusive practices and behaviours for the benefit
of all staff; improved employment and career
development opportunities for women; and a work
environment that values and utilises the contributions
of employees with diverse backgrounds, experiences
at the Company’s expense. Prior written approval of the
and perspectives through improved awareness of
Chair is required such approval not to be unreasonably
the benefits of workforce diversity and successful
withheld, with the Company reimbursing the Director for
management of diversity. The Company’s diversity
the reasonable expense of obtaining the advice.
policy is reviewed annually.
36
The Company has adopted the following specific diversity targets for the Board,
senior management and employees:
PERSONNEL
Directors
DIVERSITY TARGET
TARGET TIME-FRAME
≥40% female
By 30 June 2023
Senior Executives
50% female, 50% male
By 30 June 2023
Employees
50% female, 50% male
By 30 June 2023
At the date of this Corporate Governance Statement, the proportion of women in the Group is:
Directors
Senior Executives
Employees
The Company’s Diversity Policy is available in the Governance section of the Company’s investor website.
1.7) Board and Committee
performance assessment
1.8) Senior Executives
performance assessment
The Company has an evaluation process for the Board
The Company sets performance targets for its Senior
and its Committees as set out in the Board Charter.
Executives and their performance is evaluated against
The Board Charter requires an annual review of its Board,
Committees and individual Directors to be conducted by
the Remuneration and Nomination Committee.
The review is based on goals established by the
Company. Measurement of performance against these
goals is reviewed in a dedicated meeting, from which
a series and actions and goals are developed to guide
improvement. The Chair also provides confidential
feedback to individual Directors on their performance
on an ongoing basis.
The Board sets expectations for the Committees after
considering the Company’s current and future needs,
with the Remuneration and Nomination Committee
reviewing the performance of the Committees against
expectations on an annual basis. Each Committee’s
structure and membership is also reviewed on an
annual basis.
The annual evaluation of the Board is done on a
calendar year basis and will be completed in January
2021. An evaluation of the Board and its Committees
was not completed in the reporting period, as the
Board determined it unnecessary given that the
Company only listed in February 2020 and this was the
first reporting period.
these targets. These targets are aligned to overall
business goals and Company requirements for the
position. An informal assessment of progress is
carried out through the year, with a full evaluation
of the executives conducted annually. Performance
pay components of Senior Executive packages are
dependent on the outcome of the evaluation.
The annual evaluation of the Senior Executive is
typically conducted in January. Evaluation of the
Senior Executive was not completed in the reporting
period as the Board determined it unnecessary given
the Company listed in February 2020. The Board will
complete its evaluation in January 2021.
1.9) Management performance
assessment
Management are evaluated annually against the budget
and relevant key performance indicators. The evaluation
will be completed in January 2021 on the Company’s
performance to 31 December 2020.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
37
7
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 2:
STRUCTURE THE
BOARD TO BE
EFFECTIVE AND
ADD VALUE
2.1) Remuneration and
Nomination Committee
Remuneration and Nomination
Committee
The Nomination Committee is combined with the
Remuneration Committee and considers the overall
balance and efficiency of the Board’s composition
and size. The Committee reviews both Director and
Managing Director succession plans to ensure the
Board maintains an appropriate and wide range of
skills and experience across the Board. The Committee
is also responsible for evaluating the Board, individual
directors, Committees and Senior Executive.
The Committee members throughout the reporting
Board Committees
period were:
The Board has established a combined Audit and
Risk Committee and a combined Remuneration and
Nomination Committee to assist the Board perform its
Mr Michael Lynch-Bell
Independent, Non-Executive
Director and Chair
duties and permit detailed consideration of complex
Dr Neale Fong
Independent, Non-Executive
Director
issues. Each Committee has its own charter setting out
its role and responsibilities, structure, membership
requirements and the way the relevant Committee is
to operate, with all matters determined by committees
submitted to the full Board for review and approval.
Additional requirements for specific reporting by the
Ms Fleta Solomon
Managing Director
The Committee held four Committee meetings during
the reporting period. The Committee’s charter is
Committees to the Board are addressed in the charter of
available in the Governance section of the Company’s
the individual Committees.
investor website.
2.2) Board skills matrix
The Company has adopted the following skills matrix setting out the mix of skills that the Board has or is currently
looking to achieve in its membership:
COMPOSITION OF KEY SKILLS AND EXPERIENCES ACROSS THE BOARD
# OF DIRECTORS
Financial and capital
markets
• Accounting expertise
• Financial acumen
• Experience with equity capital markets
• Policy and regulatory awareness
Risk and Compliance
• Securities law knowledge
• Understanding of risk management
International markets
•
International corporate and industry relations experience
Leadership/
Management
• Ability to influence others
• Senior management experience
Marketing & Sales
• Expertise and understanding of medicinal cannabis marketing and sales
Medical /
Pharmaceutical
• Functional experience in medical or pharmaceutical business
4
4
4
4
2
1
38
2.3) Directors independence
and length of service
2.5) The Chair should be
independent
In determining Director independence, the Board has
The Chair of the Company is Mr Michael Lynch-Bell,
regard to each of the relationships that may affect
an Independent Non-Executive Director.
independence as set out in Box 2.3 of the Corporate
Governance Principles.
In each case, the materiality of the interest, position
or relationship is assessed by the Board to determine
whether it might interfere, or might reasonably be
seen to interfere, with the Director's capacity to bring
an independent judgement to bear on issues before
the board and to act in the best interest of the entity
as a whole rather than in the interests of an individual
security holder or other party. The Board assesses
Director independence annually.
The Board notes that the mere fact that a director has
served on a board for a substantial period does not mean
that the director has become too close to management
or a substantial holder to be considered independent.
The following table shows the Directors’ length of service
as at 30 June 2020:
2.6) Induction and professional
development of Directors
The Company provides an induction program for new
Directors and Senior Executives to ensure they have a
full understanding of the Company’s financial position,
strategy, operations and risk profile. The induction
program also identifies the respective rights, duties and
roles of the Board and Senior Executive members.
From time to time, the Remuneration and Nomination
Committee evaluates the skills and expertise of the
Board and Senior Executive to determine whether further
professional development is required.
INDEPENDENCE
LENGTH OF SERVICE
Mr Michael Lynch-Bell
Assessed as independent
~ 1 year, 7 months
Dr Neale Fong
Assessed as independent
~ 1 year, 7 months
Ms Fleta Solomon
Deemed not independent
~ 3 years, 1 month
Mr Angus Caithness
Deemed not independent
~ 2 years, 9 months
2.4) Majority of Board should
be independent Directors
Pursuant to the Corporate Governance Principles,
the majority of the Board of a listed entity should be
independent directors. Currently, the Board consists
of four directors, of which only two are independent
directors. The Company considers the current
Board structure and composition a cost effective
and practical method of directing and managing
the Company, and as such has not appointed a fifth
independent director at this time. As the business
grows the Company will evaluate the skills required
and consider additional directors.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
39
7
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 3:
INSTIL A CULTURE OF
ACTING LAWFULLY,
ETHICALLY, AND
RESPONSIBLY
3.1) Company should articulate
its values
The Company has identified its key values as Trust,
Quality, Innovation, Determination, Imagination and
Passion as well as the values identified in its Code of
Conduct and other Company policies.
3.2) Code of Conduct
The Company has adopted a Code of Conduct which
provides a framework for ethical decision-making and
actions in relation to the Company’s affairs and business.
This Code of Conduct underpins the Company's
commitment to integrity and fair dealing in its business
affairs and to a duty of care to all employees, clients and
stakeholders. The Code sets out the principles covering
appropriate conduct in a variety of contexts and outlines
the minimum standard of behaviour expected from
3.3) Whistle-blower policy
The Company’s whistle-blower policy has been adopted
by the Board to ensure concerns regarding unacceptable
conduct including breaches of the Company's Code of
Conduct can be raised on a confidential basis, without
fear of reprisal, dismissal or discriminatory treatment.
The Company is committed to creating and maintaining
a culture of corporate compliance and ethical behaviour
in which employees are responsible and accountable and
behave with honestly and integrity consistent with the
Company's values.
A copy of the Company’s Whistle-blower policy can
be found in the Governance section of the Company’s
investor website.
3.4) Anti-bribery and corruption
policy
employees, directors and management. The Code is
The Company has a zero-tolerance approach to bribery
reviewed annually together with the other corporate
and corruption and is committed to acting professionally,
governance policies of the Company.
fairly and with integrity in all business dealings. The
The Company’s Code of Conduct is available in the
Governance section of the Company’s investor website.
Company has adopted an anti-bribery and corruption
policy that establishes the responsibilities of employees,
executive management, suppliers, consultants,
customers and contract staff and provides information
and guidance to those working for the Company on how
to recognise and deal with bribery and corruption issues.
The Company’s Anti-bribery and Corruption policy is
available in the Governance section of the Company’s
investor website.
40
PRINCIPLE 4:
SAFEGUARD
THE INTEGRITY
OF CORPORATE
REPORTS
4.1) Audit and Risk Committee
In August 2019, the Company established a combined
Audit and Risk Committee with the following members:
Dr Neale Fong
Mr Michael Lynch-Bell
Independent, Non-Executive
Director and Chair
Independent, Non-Executive
Director
Mr Angus Caithness
Executive Director
All members of the Audit and Risk Committee
are financially literate and have an appropriate
understanding of the industry in which the Group
operates. The Audit and Risk Committee operates in
accordance with a Committee Charter.
The Audit and Risk Committee is responsible for
reviewing the integrity of the Company's financial
reporting and overseeing the independence of the
external auditors. The main responsibilities of the Audit
and Risk Committee are to:
review and approve the level of non-audit services
provided by the external auditors and ensure these
do not adversely impact on auditor independence
The Audit and Risk Committee has authority, within the
scope of its responsibilities, to seek any information
it requires from any employee or external party. The
Audit and Risk Committee held two meetings during the
reporting period.
The Audit and Risk Committee Charter is available in the
Governance section of the Company’s investor website.
4.2) Declaration of record
maintenance and financial
statements compliance
The Managing Director and CFO have made the following
declarations to the Board:
that the Company’s financial reports are in
accordance with relevant accounting standards and
give a true and fair view of the financial position and
performance of the Company and Group; and
that the above declaration has been formed based
on a sound system of risk management and internal
controls which operates effectively and implements
the policies adopted by the Board
4.3) Verification of integrity of
corporate report
The Company’s Audit and Risk Committee appoints
review the audited annual and half yearly financial
independent external auditors with auditor performance
statements and any reports which accompany
reviewed annually. In 2018, the Company appointed
published financial statements before submission
Deloitte as its external auditor. Deloitte’s policy is to
to the Board for approval
rotate audit engagement partners on listed companies at
review the appointment of the external auditor,
least every five years.
their independence, the audit fee, and any
questions of resignation or dismissal
review the adequacy of accounting and financial
controls together with the implementation of
any recommendations of the external auditor in
relation thereto
consider the appointment of an internal auditor
An analysis of fees paid to the external auditors, including
a break-down of fees for non-audit services, is provided
in a note to the financial statements. It is the policy of
the external auditors to provide an annual declaration
of their independence to the Board. The external auditor
will attend the Company’s Annual General Meeting and
be available to answer written shareholder questions
monitor and review the propriety of any related party
submitted prior to the meeting about the conduct of the
transactions; and
audit and the preparation and content of the Audit Report.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
41
7
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 5:
MAKE TIMELY
AND BALANCED
DISCLOSURE
5.3) Disclosure of investor or
analyst presentations
The Company’s Continuous Disclosure policy requires
that any presentation materials used to brief investor
or analysts on aspects of the Group’s operations are
released to the ASX and posted on the Company’s
website prior to the briefing.
5.1) Written continuous
disclosure policy
The Company has adopted a Continuous Disclosure
policy that establishes processes to ensure the
continuous disclosure of any information concerning the
Group that a reasonable person would expect to have a
material effect on the price of the Company’s securities.
The Company Secretary has been nominated as the
person responsible for communications with the
ASX in collaboration with the Executive Director,
Disclosure Committee and Board. The Company
Secretary is also responsible for ensuring compliance
with the ASX continuous disclosure requirements and
overseeing and co-ordinating information disclosure
to the ASX, analysts, brokers, shareholders, the media
and the public.
All information disclosed to the ASX is posted on the
Company’s website as soon as it is disclosed to the ASX.
Procedures have also been established for reviewing
whether any price sensitive information has been
inadvertently disclosed and, if so, this information is
also immediately released to the market.
PRINCIPLE 6:
RESPECT THE
RIGHTS OF SECURITY
HOLDERS
6.1) Company information via
website
The Company’s website and investor website allows
shareholders and stakeholders to gain access to all
current information about the Company including the
Company’s corporate governance policies.
6.2) Investor relations
The Company periodically holds online investor briefings
during or prior to which investors are encouraged to ask
questions of management. The Company also seeks to
provide opportunities for shareholders to participate
through electronic means via the Company’s website.
The website enables shareholders to register their email
The Company’s Continuous Disclosure policy is available in
address for direct email updates. Shareholders are also
the Governance section of the Company’s investor website.
welcome to make direct contact with the head office on
any enquires they may have using the contact details
provided on the Company’s website.
5.2) Board receives copies of
material market announcements
Under the Company’s Continuous Disclosure policy, the
Company Secretary is responsible for ensuring all material
market announcements released to the ASX are provided
to the Board. Currently, the Company’s Continuous
Disclosure policy also requires all ASX disclosures to be
approved by the full Board prior to release.
42
6.3) Shareholder participation
The Company encourages shareholder participation
at General and Annual Meetings. The Company’s
share registry mails out notices of General
Meetings and Annual General Meetings directly
to shareholders. In addition, shareholders who
have subscribed to email alerts receive an email
notification of all meetings and ASX announcements.
6.4) Substantive resolutions
by poll
The Company proposes to ensure all substantive
resolutions at its General Meetings and Annual
General Meetings are conducted by poll. During
COVID, the Company proposes to give shareholders
PRINCIPLE 7:
RECOGNISE AND
MANAGE RISK
7.1) Risk committee
The Company’s Audit and Risk Committee is responsible
for ensuring there is adequate governance in relation
to risk management, compliance and internal control
systems for the Group. Under the Audit and Risk
Committee charter, the Committee is responsible for:
the option to attend General Meetings and Annual
assessing the internal processes for determining and
General Meetings electronically through an online
managing key risk areas on a quarterly basis
platform. Shareholders will be invited to submit
proxy votes prior to the meeting, with shareholder
who wish to vote at the meeting invited to submit
personalised poll forms by email to the Company
Secretary at the appropriate interval during the
meeting.
6.5) Electronic communications
The Company actively encourages shareholders
to send and receive communications from the
Company and its share registry using electronic
means. Shareholders wishing to receive electronic
notices of meetings and annual reports can select
these preferences by accessing the Company’s
share registry website. The contact details for the
Company’s registry are listed on the Company’s
investor website.
ensuring that the Company has an effective risk
management system
monitoring Management's performance against the
Company's risk management framework including
whether it is operating within the risk appetite set by
the Board
developing and maintaining a risk register that
identifies the risks to the Company and its operation
and assesses the likelihood of their occurrence; and
reporting all major risks to the Company to the Board
In summary, the Company’s risk management policies
are designed to ensure operational, insurance, legal,
reputational, cyber disruption, privacy, compliance
and financial risks are identified, assessed, effectively
and efficiently managed and monitored. The Managing
Director and their delegates are charged with
implementing appropriate risk systems within the
Company based on these policies and guidance from the
Audit and Risk Committee.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
43
7
CORPORATE GOVERNANCE STATEMENT
The Audit and Risk Committee had the following
members throughout the reporting period:
Dr Neale Fong
Mr Michael Lynch-Bell
Independent, Non-Executive
Director and Chair
Independent, Non-Executive
Director
Mr Angus Caithness
Executive Director
PRINCIPLE 8:
REMUNERATE
FAIRLY AND
RESPONSIBLY
The Audit and Risk Committee held two meetings
during the reporting period.
8.1) Remuneration and
Nomination Committee
The Company’s Audit and Risk Committee charter and
The Remuneration and Nomination Committee was
Risk Management policy are available in the Governance
established in August 2019 in anticipation of the
section of the Company’s investor website.
Company becoming a listed entity.
7.2) Review of risk management
Throughout the reporting period and as at 30 June 2020,
the Remuneration and Nomination Committee consisted
The Audit and Risk Committee, together with assistance
of the following Directors:
Mr Michael Lynch-Bell
Dr Neale Fong
Independent, Non-Executive
Director and Chair
Independent, Non-Executive
Director
Ms Fleta Solomon
Managing Director
from the CFO and General Counsel, are responsible for
the evaluation and development of the Company’s risk
management framework and processes.
A review of the Company’s key risks and management
framework was undertaken in connection with the
Company’s Initial Public Offering in February 2020. The
Company will undertake an annual review of its risk
management.
7.3) Internal audit function
Given the size and maturity of the business and the
day to day involvement of the Managing Director
and Executive Director in the business, there is no
internal audit function. Currently, the Audit and
Risk Committee and CFO review and oversee those
matters that would ordinarily be the responsibility of
an internal audit function. As the business grows the
Company will re-assess this position.
7.4) Social and environmental risks
The Company does not have any material exposure
to environmental or social risks associated with its
operations.
44
8.2) Remuneration policies
and practices
In accordance with its charter, the Remuneration
and Nomination Committee advises the Board on
remuneration and incentive policies and practices
generally and makes specific recommendations on
remuneration packages and other terms of employment
for Non-Executive Directors, Executive Directors, other
Senior Executives and employees.
Further information on Directors and Senior Executive
remuneration, including principles used to determine
remuneration, is set out in the Remuneration Report
which forms part of this annual report.
8.3) Transactions which limit
economic risk
In accordance with the Group’s Securities Trading Policy,
participants in equity-based remuneration plans are not
permitted to enter into any transactions that would limit
The Company agrees employment contracts with
the economic risk of performance rights, options or other
each Senior Executive covering a range of matters
unvested entitlements.
including their duties, rights, responsibilities and any
entitlements on termination.
PRINCIPLE 9:
DEPARTURES FROM THE CORPORATE
GOVERNANCE PRINCIPLES RECOMMENDATIONS
This section identifies Company departures from the Corporate Governance Principles recommendations
during the reporting period:
DEPARTURE FROM RECOMMENDATION
EXPLANATION
2.4
A majority of the Board of a listed
Currently, the Company’s Board consists of two executive
entity should be independent
directors and two non-executive independent directors.
Directors
The Board considers that the current Board composition
and structure is a cost effective and practical method of
directing and managing the Company.
The Board considers that the current size of the Company
does not justify the costs associated with appointing an
additional independent director without merit, particularly
in the current cost-constrained Covid-19 environment.
4.1
The Board of a listed entity should
As a consequence of the Board consisting of only two non-
have an audit committee which has at
executive directors (referred to above), the Company has
least three members, all of whom are
appointed an executive director as a third committee member
non-executive directors and a majority
and is therefore presently unable to satisfy the requirement
of whom are independent directors.
for the audit committee members to all be non-executive
directors.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
45
8
Independent
Auditor’s
Report
46
Independent Auditor’s Report to the
Members of Little Green Pharma Ltd
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Little Green Pharma Ltd (the “Company”) and its subsidiaries
(the “Group”) which comprises the consolidated statement of financial position as at 30 June 2020, the
Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity
and the 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 30 June 2020 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 auditor independence
requirements of 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 for 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.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
47
8
INDEPENDENT AUDITOR’S REPORT
Key Audit Matter
Revenue Recognition
How the scope of our audit responded
to the Key Audit Matter
As disclosed in Note 3 (i), Revenue recognised for
Our procedures included, but were not limited to:
the year-end 30 June 2020 totals $2,204,021 which
is recognised at the transaction price, which is the
amount of consideration to which the Group expects to
be entitled in exchange for transferring promised goods
to a customer.
Revenue is recognised by management after assessing
all factors relevant to each sale, including:
• Any variable consideration;
• Contractually agreed terms of the sale;
• Reviewing the revenue recognition accounting policy
against the criteria set by the relevant accounting
standard;
• Assessing the company’s internal controls and
procedures; and
• On a sample basis, agreeing the sum of $1,118,055 per
the general ledger to the respective sales invoice and
related signed delivery document per each selection.
We also assessed the appropriateness of the
• Type of product being sold;
disclosures in Note 3 (i) to the financial statements.
• Historical amounts received, current economic
conditions, and current industry conditions; and
• Timing of transfer of title of the goods.
Convertible Notes
As disclosed in Note 11, the Group replaced and issued
Our procedures included, but were not limited to:
9,000,000 new convertible notes during the financial
year, which were subsequently converted upon the
company’s Initial Public Offering (“IPO”) in February
2020. Upon IPO, the notes and associated interest were
settled via the issue of equity in the company.
• Reviewing Convertible Note Agreements to understand
key terms included;
• Evaluating the number of tranches based on the key
terms Convertible Note Agreement;
• Evaluating the valuation obtained from managements
In determining the correct accounting treatment, the
expert with regards to the financial instrument
agreements were required to be reviewed to determine
and assessing the competence and objectivity of
specific clauses, including:
managements expert;
• Understanding if there was a single tranche or two
• Recalculating the accrued interest and reconciled to
tranche's of notes;
the general ledger;
• Determining if either tranche was a compound
• Assessing that the conversion upon IPO of the notes’
financial instrument, or a debt instrument at
face value and that accrued interest was in line with the
amortised cost;
underlying agreements; and
• Determining the value of any equity portion;
• Recalculated the effective interest charges; and
• Determining the value of any embedded derivatives;
• Agreeing the appropriate amounts were included in
• Understanding the calculations of effective interest
profit or loss.
charges; and
• Understanding the calculation of interest accrued on
the notes.
We also assessed the appropriateness of the
disclosures in Note 11 to the financial
statements.
48
Other Information
The directors are responsible for the other information. The other information comprises the information included in
the Group’s annual report for the year ended 30 June 2020, but does not include the financial report and our auditor’s
report thereon.
Our opinion on the financial report does not cover the other information and 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 this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view
in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as
the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view
and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group 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 has no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the
Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
49
8
INDEPENDENT AUDITOR’S REPORT
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether
the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the
audit of the financial report of the current period and are therefore the key audit matters. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 27 to 31 of the Directors’ Report for the year ended
30 June 2020.
In our opinion, the Remuneration Report of Little Green Pharma Ltd, for the year ended 30 June 2020, 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.
DELOITTE TOUCHE TOHMATSU
Ian Skelton, Partner
Chartered Accountants
Perth, 31 August 2020
50
The Directors
Little Green Pharma Ltd
Level 2, 66 Kings Park Rd
West Perth, WA 6005
31 August 2020
Dear Directors
Auditor’s Independence Declaration to Little Green Pharma Ltd and its
controlled entities
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide
the following declaration of independence to the directors of Little Green Pharma Ltd.
As lead audit partner for the audit of the financial statements of Little Green Pharma Ltd
for the year ended 30 June 2020, I declare that to the best of my knowledge and belief,
there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
Ian Skelton
Partner
Chartered Accountant
LITTLE GREEN PHARMA ANNUAL REPORT 2020
51
9
Financial
Report
52
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
For the year ended 30 June 2020
Note
30 June
2020
30 June
2019
Assets
Current assets
Cash and cash equivalents
Biological assets
Inventory
Accounts receivable
Prepaid expenses
Total current assets
Plant and equipment
Right-of-use assets
Intangible assets
Refundable deposits
Total non-current assets
Total assets
Liabilities
Current liabilities
Accounts payable and accrued liabilities
Lease liability
Employee benefit obligations
Total current liabilities
Lease liability
Convertible notes
Total non-current liabilities
Total liabilities
Net assets/(liabilities)
Shareholders' equity
Share capital
Reserves
Accumulated deficit
Total shareholders' equity
4
5
6
7
8
9
10
8
8
11
12
4,273,564
13,857
1,349,466
629,657
34,553
6,301,097
7,488,069
1,655,148
620,375
340,229
10,103,821
16,404,918
2,086,993
240,003
335,896
2,662,892
1,445,113
-
1,445,113
4,108,005
510,286
142,953
370,787
88,280
5,455
1,117,761
609,617
-
158,064
70,697
838,378
1,956,139
1,726,722
-
186,840
1,913,562
-
1,330,645
1,330,645
3,244,207
12,296,913
(1,288,068)
29,944,260
1,161,181
(18,808,528)
12,296,913
7,317,514
887,511
(9,493,093)
(1,288,068)
The accompanying notes form an integral part of these consolidated financial statements.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
53
9
FINANCIAL REPORT
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
Note
Year Ended
30 June
2020
Year Ended
30 June
2019
2,204,021
248,500
Revenue
Medicinal cannabis sales
Cost of sales
Cost of goods sold
Gain on changes in fair value of biological assets
4
Gross margin
Expenses
General and administrative
Sales and marketing
Licences, permits and compliance costs
Education
Research and development
Loss from operations
Interest income
Government grants received
Research and development incentive
Finance expense
Fair value change on convertible note
Fair value changes in financial assets
Net foreign exchange
Loss before tax
Tax expense
Loss after tax
13
24
14
11
15
(1,084,564)
33,513
1,152,970
(4,383,000)
(1,455,017)
(1,223,748)
(682,097)
(1,005,165)
(8,749,027)
(200,231)
52,456
100,725
(3,546,195)
(646,458)
(491,419)
(475,262)
(372,792)
(5,532,126)
(7,596,057)
(5,431,401)
47,061
320,081
600,258
(400,035)
(2,285,857)
-
(886)
4,164
-
260,529
(4,681)
-
(346,326)
(414)
(9,315,435)
(5,518,129)
-
-
(9,315,435)
(5,518,129)
Other Comprehensive Income
Items that may be reclassified subsequently to the income statement
Exchange fluctuations on translation of foreign operations
(47,943)
(8,070)
Total comprehensive loss net of tax
(9,363,378)
(5,526,199)
Net Loss per share
Basic and diluted (cents)
Weighted average number of shares outstanding
(7.28)
(7.97)
Basic and diluted
127,945,514
69,215,006
The accompanying notes form an integral part of these consolidated financial statements.
54
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Share capital
No. Shares
$
Share based
payment
reserve
Translation
reserve
Accumulated
deficit
Total
As at 30 June 2018
68,852,666
7,221,577
392,565
Shares in lieu of cash
Share based payments
Translation reserve
Loss after tax
As at 30 June 2019
726,670
95,937
-
-
-
-
-
-
-
503,016
-
-
-
-
-
(8,070)
(3,974,964)
3,639,178
-
-
-
95,937
503,016
(8,070)
-
(5,518,129)
(5,518,129)
69,579,336
7,317,514
895,581
(8,070)
(9,493,093)
(1,288,068)
Initial public offering
22,222,222
10,000,000
Convertible notes and shares issued
34,841,176
12,946,949
-
-
Share based payments
-
-
1,315,780
Transfer on vesting
Capital raising costs
Translation reserve
Loss after tax
6,858,335
994,167
(994,167)
-
-
-
(1,314,370)
-
-
-
-
-
-
-
-
-
-
(47,943)
-
-
-
-
-
-
10,000,000
12,946,949
1,315,780
-
(1,314,370)
(47,943)
-
(9,315,435)
(9,315,435)
As at 30 June 2020
133,501,069
29,944,260
1,217,194
(56,013)
(18,808,528)
12,296,913
The accompanying notes form an integral part of these consolidated financial statements.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
55
9
FINANCIAL REPORT
CONSOLIDATED STATEMENT
OF CASH FLOWS
Operating activities
Net loss before tax
Items not involving cash
Changes in fair value of biological assets
Depreciation and amortisation
Changes in fair value of financial assets
Share-based payments
Interest expense on lease liabilities
Interest on convertible notes at amortised cost
Fair value changes on convertible note
Changes in non-cash operating working capital
Inventory and biological assets
Accounts receivable
Prepaid expenses
Accounts payable and accrued liabilities
Employee benefits obligations
Year Ended
30 June
2020
Year Ended
30 June
2019
(9,315,435)
(5,518,129)
(33,513)
380,370
-
1,433,861
72,666
317,589
2,285,857
(816,070)
(541,377)
(29,098)
47,527
149,056
(52,456)
94,395
346,326
702,743
-
-
-
(351,134)
(88,280)
124,938
1,263,852
156,342
Net cash flows from operating activities
(6,048,567)
(3,321,403)
Investing activities
Purchase of plant and equipment
Purchase of intangible assets
Proceeds from sale of financial assets
Refundable lease deposits
Net cash flows from investing activities
Financing activities
Convertible note issuance
Costs associated with the issue of convertible notes
Payments for lease liabilities
Proceeds from issue of shares
Costs associated with the issue of shares
Net cash flows from financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of year
Effect of changes in foreign exchange
Cash and cash equivalents, end of year
(6,325,877)
(484,645)
-
(269,532)
(7,080,054)
9,000,000
(524,812)
(228,035)
10,000,000
(1,314,370)
16,932,783
3,804,162
510,286
(40,884)
4,273,564
(374,611)
(99,255)
1,501,674
-
1,027,808
1,320,000
-
-
-
-
1,320,000
(973,595)
1,474,010
9,871
510,286
The accompanying notes form an integral part of these consolidated financial statements.
56
1. NATURE AND CONTINUANCE
OF OPERATIONS
Little Green Pharma Ltd ACN 615 586 215 (the
"Company", “LGP”) was incorporated in Australia and
is a for profit company limited by shares. The financial
report covers LGP and its controlled entities (the
“Group”). The Company’s registered office is at Level 2,
66 Kings Park Road, West Perth, 6005 Western Australia.
million. The Group held cash on hand of $4.3 million
and has a working capital surplus of $3.6 million. The
Directors consider the going concern basis of preparation
to be appropriate based on forecast cash flows. The
cash flow forecast is dependent on the Group achieving
forecast targets for revenue, costs of production and
overheads. Key to achieving forecast cash flows is the
Group’s ability to achieve assumptions for growth rates
in patients, market share in Australia and international
markets and gross margin. Whilst the Group was only
The Company owns 100% of the shares of Little Green
moderately impacted by COVID19 on initial onset of
Pharma AG (“LGP Germany”), a company incorporated
the virus in Australia, there remain the uncertain future
pursuant to the German Stock Corporation Act. The
impacts of COVID 19 from secondary waves of infection.
principal business of LGP Germany is the facilitation of
medicinal cannabis sales into Europe.
At the date of this report and having considered the
above factors, the directors are of the opinion that the
The Company owns 100% of the shares of Little Green
Group will be able to continue as a going concern.
Pharma Switzerland GmbH (“LGP Switzerland”), a
company incorporated pursuant to the Swiss Company
The consolidated financial statements do not include
Register. The principal business of LGP Switzerland is
any adjustments to the recoverability and classification
the facilitation of medicinal cannabis sales into Europe.
of recorded asset amounts and to the amount and
2. BASIS OF PRESENTATION
a) Statement of Compliance
These consolidated general purpose financial statements
have been prepared in accordance with Australian
Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board and the
Corporations Act 2001 which ensures compliance with the
International Financial Reporting Standards (“IFRS”) as
issued by the International Accounting Standards Board.
The Company is a for-profit entity for the purpose of
preparing the financial statements which were authorised
for issue by the Board of Directors on 31 August 2020.
b) Basis of measurement
These consolidated financial statements have been
prepared on the going concern basis which assumes that
the Group will be able to realise its assets and discharge
its liabilities in the normal course of business for the
foreseeable future.
classification of liabilities that might be necessary should
the Group be unable to continue as a going concern.
c) Basis of consolidation
These consolidated financial statements include the accounts
of the Company and its subsidiaries. All intercompany
transactions and balances are eliminated on consolidation.
Subsidiaries are all entities over which the Company has
control. The Company controls an entity when the Company
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 over the entity.
The Company has the following subsidiaries:
Little Green Pharma AG, incorporated in Germany
with Euro functional currency and wholly owned in
2020 and 2019 financial years.
Little Green Pharma Switzerland GmbH, incorporated
in the current financial year in Switzerland with CHF
functional currency and wholly owned.
d) Functional and presentation currency
At 30 June 2020, the Group had not yet achieved
The Group’s functional currency is Australian dollars and
profitable operations incurring a loss of $9.3 million
all amounts presented are in Australian dollars unless
and experienced cash outflows from operations of $6.0
otherwise specified.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
57
9
FINANCIAL REPORT
3. ACCOUNTING POLICIES
a) Cash and cash equivalents
Cash and cash equivalents include cash and redeemable
short-term deposits with a maturity of less than three
months held at major financial institutions.
An item of plant and equipment is derecognised
upon disposal or when no future economic benefits
are expected to arise from the continued use of the
asset. Any gain or loss arising on disposal of the asset,
determined as the difference between the net disposal
proceeds and the carrying amount of the asset, is
recognised in profit or loss.
b) Biological assets
Residual values and estimated useful lives are reviewed
The Group measures biological assets consisting of
annually.
cannabis plants at fair value less cost to sell up to the point
of harvest, which becomes the basis for the cost of work in
e) Financial instruments
progress or finished goods inventories after harvest.
i. Financial assets
Gains or losses arising from changes in fair value less
cost to sell are included in the results of operations of
the related period.
c) Inventory
Inventory which is classified as work in progress consists of
harvested or purchased cannabis intended to be processed
into oil and is valued at the lower of cost and net realisable
value. Harvested cannabis is transferred from biological
assets at its fair value at harvest, which becomes deemed
cost. Any subsequent post-harvest costs are capitalised to
work in progress. Inventory consisting of work in progress
and finished goods is written down to its net realisable
value if the carrying amount of inventory exceeds its
estimated selling price less costs of disposal. Any amount
The Group classifies its financial assets initially at fair
value at the time of acquisition. Subsequently, they
are measured at amortised cost, at fair value through
other comprehensive income, or at fair value through
profit or loss. Upon initial recognition, management
determines the classification of its financial assets
based upon the purpose for which the financial assets
were acquired. Measurement and classification of
financial assets is determined based on the entity’s
business model for managing the financial assets
and the contractual cash flow characteristics of
the financial asset. Management may, at initial
recognition, irrevocably designate a financial asset
as measured at fair value through profit or loss to
prevent a measurement or recognition inconsistency.
written down is recognised as part of cost of goods sold.
Financial assets are derecognised when they mature
Cost is determined using the average cost basis.
or are sold and substantially all the risks and rewards
d) Plant and equipment
Plant and equipment are carried at cost less accumulated
depreciation. Plant and equipment are depreciated over
their expected lives based on the following:
of ownership have been transferred. Impairment
of trade receivables is determined based on an
individual assessment of each receivable taking into
account the credit worthiness of the counterparty,
the days past due and any subsequent trading
history. These losses are recognised separately in the
Leasehold improvements – lesser of useful life or
profit or loss.
term of lease
Cultivation and production equipment – 5 to 10
ii. Amortised cost
years straight line
This category includes financial assets that are held
Manufacturing and scientific equipment – 5 to 10
within a business model with the objective to hold
years straight line
Office equipment – 2 to 5 years straight line
the financial assets in order to collect contractual
cash flows that meet the solely principal and interest
("SPPI") criterion. Financial assets classified in this
Depreciation for plant and equipment is recorded once
category are measured at amortised cost using the
the asset is available for use.
effective interest method.
58
iii. Fair value through profit or loss ("FVTPL")
h) Foreign currency translation
This category includes quoted equity instruments
which the Company has not irrevocably elected, at
initial recognition or transition, to classify at fair value
through other comprehensive income. This category
would also include debt instruments whose cash flow
characteristics fail the SPPI criterion or are not held
within a business model whose objective is either
to collect contractual cash flows, or to both collect
contractual cash flows and sell. Financial assets in
this category are recorded at fair value with changes
recognised in profit or loss.
iv. Financial liabilities
The Group initially recognises financial liabilities
Transactions in currencies other than the Australian
dollar are recorded at exchange rates prevailing on
the dates of the transactions. At the end of each
reporting period, monetary assets and liabilities
denominated in foreign currencies are translated
at the period-end exchange rate. Revenues and
expenses are translated at the exchange rates
approximating those in effect on the date of the
transactions. Exchange gains and losses arising on
translation are included in net loss.
i) Revenue recognition and gross
margin
at fair value and are subsequently measured at
Revenue is recognised at the transaction price, which
amortised cost.
f) Convertible Notes
Host contract liabilities contained with the convertible
notes are initially recognised at fair value and are
subsequently recognised on an amortised cost basis
until extinguished on conversion or maturity. In addition,
subsequent to initial recognition, derivatives associated
with the convertible note liability are accounted for at fair
value through profit or loss. On maturity, the host liability
and related embedded derivative liabilities associated
with the convertible note are transferred to equity upon
the conversion to shares.
g) Intangible Assets
is the amount of consideration to which the Group
expects to be entitled in exchange for transferring
promised goods to a customer.
The Group’s contracts with customers for the sales
of dried cannabis and cannabis oil consist of one
performance obligation being the delivery of that
product to the customer. Revenue is recognised at
that date as this represents the point in time when
control has been transferred to the customer with only
the passage of time required before payment is due.
Payment terms are generally 30 days.
Determining the amount of variable consideration
(such as pricing for compassionate access) to
recognise is dependent on management's estimate
Intangible assets are recorded at cost and amortised
of the most likely amount to which the Group will
over their estimated useful lives at the following
be entitled and the probability of a significant
annual rate:
Computer software – 2 to 5 years straight line
Patents – 20 years straight line
reversal in that amount. These determinations
require management to make estimates based
on historical amounts received, current economic
conditions, and current industry conditions, in
Pharmaceutical quality systems – 10 years
Australia and abroad, adjusted for forward looking
straight line
information.
Pharmaceutical quality systems are developed to provide
the policies, procedures and standards required for Good
Manufacturing Practice ("GMP") with amortisation to be
recognised from the commencement of manufacturing
activities in the Company’s own facility.
Cost of sales represents the deemed cost of inventory
that arose from the fair value measurement of
biological assets, subsequent post-harvest costs
capitalised to inventory, purchased dried cannabis,
costs to produce cannabis oils capitalised to inventory,
Estimated useful lives are reviewed annually.
and packaging costs.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
59
9
FINANCIAL REPORT
j) Research and development
Research costs are expensed as incurred. Development
expenditures are capitalised only if development costs can
be measured reliably, the product or process is technically
and commercially feasible, future economic benefits are
probable, and the Group intends to and has sufficient
resources to complete the development to use or sell the
assets. Other development expenditures are expensed as
Instruments with a graded vesting schedule are accounted
for as separate grants with different vesting periods and
fair values. The fair value is measured using the Black-
Scholes option pricing model or other appropriate models
taking into account the terms and conditions upon which
the share instruments were granted.
Where the terms of an equity settled award are modified,
the minimum expense recognised is the expense as if the
incurred. Other than certain patent development costs, to
terms had not been modified. An additional expense is
date, no development costs have been capitalised to date.
recognised for any modification which increases the total
k) Employee benefits
Provision is made for employee benefits such as
wages, salaries and annual leave arising from services
rendered to the end of the reporting period. Employee
benefits which are expected to be wholly settled
within one year have been measured at the amounts
expected to be paid when the liability is settled. Where
an obligation in respect of long term employee benefits
arises, that benefit is discounted to determine its
present value. Re-measurements are recognised in the
profit or loss in the period in which they arise.
l) Share-based payments
Equity settled transactions
The Company grants options and performance rights
to directors, officers and employees under the Group’s
Share Incentive Plan. The fair value of these instruments
are is recognised as an expense over the vesting period
with a corresponding increase in equity. An individual is
classified as an employee when they are an employee
for legal or tax purposes (direct employee) or provide
services similar to those performed by a direct employee,
including directors of the Company. At each financial
position reporting date, the amount recognised as an
fair value of the share-based payment arrangement or is
otherwise beneficial to the employee as measured at the
date of modification. When an equity award is cancelled,
it is treated as if it vests on the date of the cancellation and
any expense not recognised for the award is recognised
immediately.
Equity-settled share-based payment transactions with
parties other than employees are measured at the fair
value of the goods or services received, except where that
fair value cannot be estimated reliably, in which case they
are measured at the fair value of the equity instruments
granted, measured at the date the entity obtains the goods
or the counterparty renders the service.
Cash settled transactions
A liability is recognised for the fair value of cash settled
transactions. The fair value is measured initially and at
each reporting date up to and including the settlement
date, with changes in fair value recognised in employee
benefits expense. The fair value is expensed over the
period until the vesting date with recognition of a
corresponding liability. The fair value is determined based
on the expected value of cash to be settled for the liability.
m) Goods and services tax
expense is adjusted to reflect the actual number of
Revenue, expenses and assets are recognised net of
instruments that are expected to vest. In situations where
the amount of goods and services tax (“GST”), except
equity instruments are issued to non-employees and
where the amount of GST incurred is not recoverable
some or all of the goods or services received by the entity
from the Australian Taxation Office (“ATO”). Receivables
as consideration cannot be specifically identified, they are
and payable are stated inclusive of GST. Cash flows in
measured at fair value of the share-based payment.
the statement of cash flows are included on a gross
basis and the GST component of cash flows arising from
No expense is recognised for awards that do not ultimately
investing and financing activities which is recoverable
vest except for equity-settled transactions for which vesting
from, or payable to, the taxation authority is classified as
is conditional upon a market or non-vesting condition.
operating cash flows.
60
n) Income taxes
p) Loss per share
Income tax expense comprises current and deferred
Basic loss per share is computed by dividing total net loss
tax. Income tax is recognised in profit or loss except to
attributable to the Group for the year by the weighted
the extent that it relates to items recognised directly in
average number of shares of the Group outstanding during
equity. Current tax expense is the expected tax payable
the year. When the Group is in a loss position, all potential
on taxable income for the year, using tax rates enacted
or substantively enacted at period end, adjusted for
share issuances on the exercise of options or warrants is
anti-dilutive. In the event of a loss position, diluted loss
amendments to tax payable with regard to previous years.
per share is the same a basic loss per share.
Deferred tax is recorded using the liability method,
providing for temporary differences, between the carrying
q) Leases
amounts of assets and liabilities for financial reporting
The Group assesses whether a contract is or contains a
purposes and the amounts used for taxation purposes.
lease, at inception of the contract. The Group recognises
Temporary differences are not provided for the initial
a right-of-use asset and a corresponding lease liability
recognition of assets or liabilities that affect neither
with respect to all lease arrangements in which it is the
accounting nor taxable loss, and differences relating
lessee, except for short-term leases (defined as leases with
to investments in subsidiary to the extent that they
a lease term of 12 months or less) and leases of low value
will probably not reverse in the foreseeable future. The
assets (such as tablets and personal computers, small
amount of deferred tax provided is based on the expected
items of office furniture and telephones). For these leases,
manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted or
substantively enacted at the end of the reporting period.
A deferred tax asset is recognised only to the extent that
it is probable that future taxable profits will be available
against which the asset can be utilised.
Deferred tax assets are recognised for all deductible
temporary differences and unused tax losses to the extent
that it is probable that taxable profit will be available
against which the deductible temporary differences and
losses can be utilised.
The company has adopted IFRIC 23 Uncertainty over
Income Tax Treatments from 1 July 2019.
o) Government Grants
Government grants are not recognised until there is
reasonable assurance that the Company will comply
with the conditions attaching to them and that the
grants will be received.
the Group recognises the lease payments as an operating
expense on a straight-line basis over the term of the lease
unless another systematic basis is more representative
of the time pattern in which economic benefits from the
leased assets are consumed.
The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted by using the rate implicit
in the lease. If this rate cannot be readily determined, the
Group uses its incremental borrowing rate.
Lease payments included in the measurement of the
lease liability comprise:
fixed lease payments (including in-substance fixed
payments), less any lease incentives receivable;
the amount expected to be payable by the lessee
under residual value guarantees; and
the exercise of extension options. The lease liability
is presented as a separate line in the consolidated
Government grants that are receivable as compensation
statement of financial position.
for expenses already incurred or for the purpose of
giving immediate financial support to the Group with
The lease liability is subsequently measured by increasing
no future related costs are recognised in profit or loss
the carrying amount to reflect interest on the lease liability
in the period in which they become receivable and are
(using the effective interest method) and by reducing the
recognised in other income on a gross basis.
carrying amount to reflect the lease payments made.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
61
9
FINANCIAL REPORT
Right-of-use assets are depreciated over the shorter
Transition impact
period of lease term and useful life of the underlying
asset. If a lease transfers ownership of the underlying
asset or the cost of the right-of-use asset reflects that
the Group expects to exercise a purchase option, the
related right-of-use asset is depreciated over the useful
life of the underlying asset. The depreciation starts at
the commencement date of the lease.
Impact of implementation of AASB 16 Leases in
the current financial year
The date of initial application of AASB 16 for the Group
is 1 July 2019. The Group has applied AASB 16 using
the modified retrospective approach. The details of the
changes in accounting policies are disclosed below.
Additionally, the disclosure, recognition and measurement
requirements in AASB 16 have not been applied to
comparative information.
Under AASB 16, a contract is, or contains, a lease if the
contract conveys a right to control the use of an identified
In the current period, the Group applied AASB 16 Leases
asset for a period of time in exchange for consideration.
(AASB 16), which is effective for annual periods that
As a lessee, the Group had one lease, for operational
begin on or after 1 January 2019. AASB 16 introduces
premises, that was previously classified as an operating
new or amended requirements with respect to lease
lease under AASB 117. Under AASB 16, that lease has been
accounting. It introduces significant changes to lessee
recognised as a right-of-use asset and lease liability.
accounting by removing the distinction between
operating and finance leases and requiring the
When measuring the lease liabilities for the lease that had
recognition of a right-of-use asset and a lease liability
been classified as an operating lease, lease liabilities were
at commencement for all leases, except for short-term
measured at the present value of remaining lease payments,
leases and leases of low value assets. The impact of
the adoption of AASB 16 on the Group’s consolidated
financial statements is described below.
discounted at the Group's incremental borrowing rate
as at 1 July 2019. Right-of-use assets were measured at
the carrying values as if AASB 16 had been applied since
the commencement date discounted using the lessee's
incremental borrowing at the date of initial application.
The incremental borrowing rate applied was 4.87%.
The impact of the transition is summarised below:
Right-of-use assets
Lease liabilities
Retained earnings
Operating lease commitments at 30 June 2019 as disclosed under AASB 117
Effect of discounting the above amount
Present value of the lease payments due in period covered by extension options
Lease liability recognised at 1 July 2019
$
91,797
(91,797)
-
(80,000)
1,921
(13,718)
(91,797)
r) Impairment of long-lived assets
At the end of each reporting period, the Group’s assets are reviewed to determine whether there is any indication that
those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and
value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length
transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are
62
discounted to their present value using a pre-tax discount
and liabilities at the date of the financial statements and
rate that reflects current market assessments of the time
the reported revenues and expenses during the year.
value of money and the risks specific to the asset. If the
Actual results may differ from these estimates.
recoverable amount of an asset is estimated to be less
than its carrying amount, the carrying amount of the asset
is reduced to its recoverable amount and the impairment
loss is recognised in profit or loss for the period. For an
asset that does not generate largely independent cash
inflows, the recoverable amount is determined for the
cash generating unit to which the asset belongs.
Significant estimates are evaluation and assumptions
about the future and other sources of estimation
uncertainty that management has made, that could
result in a material adjustment to the carrying amounts
of assets and liabilities. Significant estimates used in the
preparation of these consolidated financial statements
include, but are not limited to, the following:
Management considers both external and internal
sources of information in determining if there are any
Biological assets and inventory
indications that the Group’s plant and equipment or
The Group measures biological assets consisting of
intangible assets are impaired. Management considers
cannabis plants at fair value less cost to sell up to the point
the market, economic, and legal environment in
of harvest. Calculating the value requires management
which the Group operates that are not within its
to estimate, among others, expected yield on harvest,
control and affect the recoverable amount of its plant
expected selling price and remaining costs to be incurred
and equipment and intangible assets. Management
up to the point of harvest.
considers the manner in which the plant and
equipment and intangible assets are being used or
are expected to be used, and indication of economic
performance of the assets. Where an impairment loss
The Group measures inventory at the lower of cost and net
realizable value and estimates selling price, the estimated
costs of completion and the estimated costs necessary to
subsequently reverses, the carrying amount of the
make the sale.
asset is increased to the lesser of the revised estimate
of recoverable amount, and the carrying amount that
Share based compensation
would have been recorded had no impairment loss
The fair value of share based compensation expense
been recognised previously.
s) Segment reporting
A segment is a component of the Group that engages in
business activities in which revenues and expenses are
incurred, that has distinguishable financial information
available, and whose operating results are regularly
reviewed by the chief operating decision maker. The
nature of products sold, cultivation and manufacturing
processes and customers have similar economic
characteristics. The nature of the regulatory environment
is consistent in the markets the Group operates in.
t) Significant accounting judgments
and estimates
is estimated using the Black-Scholes option pricing
model and relies on a number of estimated inputs,
such as the expected life of the option, the volatility
of the underlying share price, and the risk-free rate of
return. For share based compensation dependent upon
milestones, significant estimates are required as to the
probability of that milestone being achieved. Changes in
the underlying estimated inputs may result in materially
different results.
Deferred income taxes
In assessing the probability of realising deferred income
tax assets, management makes estimates related to
expectations of future taxable income, expected timing
of reversals of existing temporary differences and the
likelihood that tax positions taken will be sustained
The preparation of financial statements in conformity
upon examination by applicable tax authorities. In
with Australian Accounting Standards requires
making its assessments, management gives additional
management to make certain estimates, judgments and
weight to positive and negative evidence that can be
assumptions that affect the reported amounts of assets
objectively verified.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
63
9
FINANCIAL REPORT
4. BIOLOGICAL ASSETS
Opening balance
Costs incurred
Transfer to inventory
Unrealised changes in fair value
Closing balance
30 June
2020
142,953
880,320
30 June
2019
68,236
452,568
(1,042,929)
(430,307)
33,513
13,857
52,456
142,953
Biological assets are classified as Level 3 on the fair value hierarchy with the following inputs and
assumptions being subject to significant volatility and uncontrollable factors which could significantly
affect their fair value in future periods:
plant waste – wastage of plants based on various stages of growth;
yield per plant – represents the weighted average grams of dry cannabis expected to be harvested from
a cannabis plant, based on historical yields;
cannabinoid yield per gram – represents the weighted average cannabinoids expected to be obtained
from a dry gram of cannabis, based on historical yields;
selling price, less costs to sell – based on estimated selling price per gram of dry cannabis based on
historical sales and expected sales;
percentage of costs incurred to date compared to the total costs to be incurred (to estimate the fair value
of an in-process plant) – represents estimated costs to bring a gram of cannabis from propagation to
harvest; and
stage of plant growth – represents the weighted average age in of the plant out of the average growing
cycle as at period end date.
In the current period, the biological assets were approximately 5% complete (30 June 2019 - 50%) as to the
next expected harvest date. The average number of days from the point of propagation to harvest is 101 days.
5. INVENTORY
Supplies and consumables
Stock in transit
Work in progress
Finished goods
64
30 June
2020
171,702
30 June
2019
8,912
236,042
-
842,888
343,769
98,834
18,106
1,349,466
370,787
6. TRADE AND OTHER RECEIVABLES
Trade receivables
Allowance for expected credit loss
Total current trade and other receivables
30 June
2020
629,657
-
629,657
30 June
2019
88,280
-
88,280
Trade receivables are recognised and carried at original invoice value less an allowance for any uncollected
amounts. They are non-interest bearing and generally on 30 to 45-day terms.
All receivables at 30 June 2020 were within trading terms (none past their due date) and therefore no
allowance for expected credit loss has been recognised. The Group has not experienced any historical
losses on receivables and hence the estimated credit loss is immaterial.
7. PLANT AND EQUIPMENT
Leasehold
improvements
Cultivation &
production
Manufacturing
& Scientific
equipment
Office
equipment
Total
Cost
As at 30 June 2018
Additions
As at 30 June 2019
168,317
55,536
223,853
94,923
1,450
96,373
Additions
6,312,915
533,111
-
333,100
333,100
121,319
65,653
16,805
82,458
328,893
406,891
735,784
46,466
7,013,811
As at 30 June 2020
6,536,768
629,484
454,419
128,924
7,749,595
Accumulated depreciation
As at 30 June 2018
(16,218)
(7,578)
Depreciation
(30,491)
(11,886)
As at 30 June 2019
(46,709)
(19,464)
Depreciation
(29,469)
(63,923)
(1,474)
(2,152)
(3,626)
(8,921)
(21,318)
(46,588)
(35,050)
(79,579)
(56,368)
(126,167)
(33,046)
(135,359)
As at 30 June 2020
(76,178)
(83,387)
(12,547)
(89,414)
(261,526)
Carrying value
30 June 2019
30 June 2020
177,144
76,909
329,474
26,090
609,617
6,460,590
546,097
441,872
39,510
7,488,069
LITTLE GREEN PHARMA ANNUAL REPORT 2020
65
9
FINANCIAL REPORT
8. RIGHT OF USE ASSETS
Opening cost (refer 1(q))
Additions
Depreciation
Closing balance
30 June
2020
91,797
1,786,028
(222,677)
1,655,148
30 June
2019
-
-
-
-
The Group leases both its production facility and its head office. The average lease term of right-to-use
assets is 10 years, with available lease extension options.
The Group entered into new leases for buildings and office space during the reporting period. This
resulted in the recognition of right-of-use assets of $1.79 million. No right-of-use assets were recognised
at 30 June 2019 under the AASB 16 modified retrospective approach.
9. INTANGIBLE ASSETS
Patents &
trademarks
Computer
software
Pharmaceutical
Quality System
Cost
As at 30 June 2018
Additions
As at 30 June 2019
Additions
Write-off of assets
As at 30 June 2020
Accumulated amortisation
As at 30 June 2018
Amortisation
As at 30 June 2019
Amortisation
Write-off of assets
35,572
87,055
122,627
-
(10,109)
112,518
(11,125)
(4,816)
(15,941)
(10,156)
10,109
52,837
12,200
65,037
32,613
-
97,650
(3,659)
(10,000)
(13,659)
(12,178)
-
As at 30 June 2020
(15,988)
(25,837)
Carrying value
30 June 2019
30 June 2020
106,686
96,530
51,378
71,813
-
-
-
452,032
-
452,032
-
-
-
-
-
-
-
452,032
Total
88,409
99,255
187,664
484,645
(10,109)
662,200
(14,784)
(14,816)
(29,600)
(22,334)
10,109
(41,825)
158,064
620,375
The Pharmaceutical Quality System is under development with the framework available for use once the
Group commences operations in its own manufacturing facility. Amortisation will commence on this date.
66
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Trade and other payables
Goods and services tax payable
Accrued liabilities
Salaries expected to be settled through the issuance of shares
30 June
2020
1,472,924
108,196
376,490
129,383
30 June
2019
659,461
52,686
1,014,575
-
2,086,993
1,726,722
Trade and other payables are unsecured, non interest bearing and are normally settled within 30 days.
The Group continues to closely monitor progress of the COVID-19 pandemic and to the extent permitted by the
ASX Listing Rules and employment law, the Board, management and employees have agreed to sacrifice 20%
of their salaries in shares. The issuance of shares requires approval at the 2020 Annual General Meeting of the
Company. If approval is not obtained, the liability will be settled in cash.
11. CONVERTIBLE NOTES
Opening balance
Euro Bonds at amortised cost
Cancellation of Euro Bonds
Issuance of replacement Notes for repurchased Bonds (non cash)
Issuance of Notes for cash proceeds
Equity portion of the Notes recognised
Capitalised Note issuing costs
Fair value change through profit or loss
Accrued interest expense on the Notes at amortised cost
Conversion of Notes into ordinary shares on IPO
Foreign exchange movements
Closing balance
30 June
2020
1,330,645
30 June
2019
-
-
1,320,000
(1,320,000)
1,350,000
9,000,000
(154,313)
(524,812)
2,285,857
317,589
(12,274,321)
-
-
-
-
-
-
-
-
(10,645)
10,645
-
1,330,645
LITTLE GREEN PHARMA ANNUAL REPORT 2020
67
9
FINANCIAL REPORT
Convertible Note Issue
On 3 July 2019, the Company issued convertible notes (the “Notes”) to raise gross proceeds of $9 million
with a maturity date of 31 July 2020 at an interest coupon of 10% p.a. commencing from 1 October 2019
payable on redemption. The Notes mandatorily converted into ordinary shares in the Company on IPO in
February 2020 based on a pre-set conversion formula as set out below:
a. Tranche 1
The first 50% of the number of Notes outstanding will convert into ordinary
shares of the Company at a price of 30 cents
b. Tranche 2
The second 50% of the Notes outstanding will convert into ordinary shares of
the Company at the higher of the IPO price multiplied by 70% and 30 cents
The cost of issuing the convertible Notes amounted to $524,812 which was settled in cash and share options.
Repurchase of Bonds and Issuance of Convertible Notes
During the period, the convertible bonds (the “Bonds”) of Euro 825,000 previously issued by the Company’s subsidiary,
Little Green Pharma AG, on 12 February 2019 were repurchased by the Company. The consideration for the repurchase
of the Bonds comprised new convertible Notes with a face value of $1,350,000, which were issued and converted on
the same terms and conditions as the Notes as set out above.
Accounting Adopted
Tranche 1 of the Notes had been accounted for as a compound financial instrument containing a debt component
subsequently measured at amortised cost using the effective interest rate method and an equity component
amounting to $154,313. The equity component was measured as the residual value of the proceeds received for
Tranche 1 of $5,175,000 less the fair value of the debt component. The fair value of the debt component is measured
as the contractual cash flows receivable discounted at a market related discount rate of a similar debt instrument
without an equity conversion feature.
Tranche 2 of the Notes was accounted for as a debt component subsequently measured at amortised cost using
the effective interest rate method and an embedded derivative carried at fair value through profit and loss.
The initial fair value of the embedded derivative was nil.
In aggregate the proceeds received, including the Notes issued as the consideration of the redemption of the
Bonds, were recognised as follows:
Convertible Notes at face value
less Equity portion of the Convertible Notes recognised
Convertible Notes at fair value
Issue costs offset against the value of the Notes
$
10,350,000
(154,313)
10,195,687
(524,812)
The embedded derivative liability was valued using the Notes conversion formula and other probability
assumptions (which is a Level 3 fair value method, resulted in a liability of $2,285,857 recognised in the profit
or loss as a fair value loss. Interest expense on the debt components of $317,589 has been charged to the profit
or loss for the year ended 30 June 2020.
On 20 February 2020, the Company successfully completed its IPO on the Australian Securities Exchange,
and therefore these Notes, and associated accrued interest to that date, were mandatorily converted to
equity at that date.
68
12. SHARE CAPITAL
On 20 February 2020, the Company successfully listed on the Australian Securities Exchange raising gross
processed of $10 million through the issuance of 22,222,222 shares. At 30 June 2020, a total of 133,501,069
ordinary shares had been issued (30 June 2019 - 69,579,336).
Non cash activities included issuing of 733,335 ordinary shares in lieu of cash to employees at a weighted
average issue price of $0.20 per share (30 June 2019 - 726,670 ordinary shares at a weighted average issue
price of $0.13 per share), issuing 5,500,000 ordinary shares on conversion of performance rights to the
Executive Director at a weighted average issue price $0.12 per share, issuing 625,000 ordinary shares to Non-
executive Directors and employees on the IPO of the Company at a weighted average issue price of $0.30 per
share and the mandatory conversion of the Convertible Notes and accrued interest into ordinary shares of
the Company on IPO.
13. GENERAL AND ADMINISTRATIVE EXPENSES
Professional, director and consulting fees
Share-based payments
Wages and benefits
Investor relations and media
Travel and accommodation
Depreciation and amortisation
Other costs
Offer costs of the ASX IPO
Aborted German IPO transaction costs
14. FINANCE EXPENSE
Interest expense using the effective interest rate method:
Interest expense on lease liabilities
Other interest expenses
Interest on Convertible Notes at amortised cost
30 June
2020
1,244,386
1,253,956
493,093
323,200
132,215
186,237
517,857
232,056
-
4,383,000
30 June
2019
869,083
702,743
416,404
313,865
241,963
45,050
209,695
-
747,392
3,546,195
30 June
2020
30 June
2019
72,666
9,780
317,589
400,035
-
4,681
-
4,681
LITTLE GREEN PHARMA ANNUAL REPORT 2020
69
9
FINANCIAL REPORT
15. TAX EXPENSE
As the Group has recorded a net loss for accounting and income tax purposes in both 2020 and 2019, no current
income tax expense or deferred tax has been recorded in these financial statements.
The reconciliation of income tax obtained by applying statutory rates to the loss before income tax is as follows:
Loss for the year before income taxes
Statutory tax rate
Add / (deduct)
- Non-deductible legal fees
- Impairment of financial asset
- Share based payments
- Research and development incentive
- Other
- Movement in deferred tax not recognised
Income tax expense
30 June
2020
30 June
2019
(9,315,435)
(5,518,129)
27.50%
27.50%
(2,561,745)
(1,517,485)
-
-
370,922
(165,071)
(6,534)
2,362,428
-
12,859
95,240
193,254
(71,646)
-
1,287,778
-
Total tax losses for which no deferred tax assets has been recognised is $5,291,524 (2019: $2,947,353).
Utilisation of carry forward tax losses is dependent upon the satisfaction of the requirements of the Income
Tax Assessment Act 1936 and 1997 within Australia (continuity of ownership and same business test with
no expiry if tests are achieved) and the relevant loss recoupment provisions in subsidiaries in foreign
jurisdictions. The Company has no uncertainties over income tax treatments.
Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
30 June 2020
30 June 2019
(9,159)
(9,502)
(137,299)
8,241
92,371
(55,348)
55,348
-
(14,425)
(1,501)
(57,480)
-
69,750
(3,656)
3,656
-
Biological assets
Prepayments
Plant and equipment
Net lease liability
Employee entitlements
Net deferred tax liabilities
Tax losses recognised
Net deferred tax asset/liabilities
70
16. SHARE-BASED PAYMENTS
Options
Balance at 30 June 2018
Granted
Forfeited
Exercised
Balance at 30 June 2019
Granted
Forfeited
Exercised
Number of
options
Weighted average
exercise price
10,850,000
$0.30
-
-
-
10,850,000
4,073,536
-
-
-
-
-
$0.30
$0.45
-
-
Balance at 30 June 2020
14,923,536
$0.34
All options outstanding had vested at 30 June 2020.
During the year ended 30 June 2020, the Company issued 4,073,536 options to advisors for broker services rendered in
relation to the issuance of Convertible Notes in the Company. The options vested immediately and were issued in two
tranches of 2,036,768 each, exercisable at $0.42 and $0.48 respectively, all with an expiry date of 31 July 2022. The advisors
were paid in both cash and options with the cash component representing the fair value of services received. Accordingly,
the options have been ascribed nil value.
Performance rights
Balance at 30 June 2018
Granted
Forfeited
Exercised
Balance at 30 June 2019
Granted
Forfeited
Exercised
Balance at 30 June 2020
Number of
shares
Weighted average
share price
6,500,000
733,335
-
-
7,233,335
6,000,000
-
(6,233,335)
7,000,000
$0.12
$0.20
-
-
$0.13
$0.40
-
$0.13
$0.36
Executive Director Performance Rights
On 19 September 2017, as part of Angus Caithness’s
agreement, he was granted 6,500,000 performance rights
1,500,000 performance rights on a change of
control or an initial public offering (achieved in
financial year 30 June 2020)
with the following milestones and vesting conditions:
1,000,000 performance rights on achieving a
3,000,000 performance rights on the first saleable
product being produced (achieved in financial
year 30 June 2019)
market capitalisation of $100m
Performance rights for which a milestone has been
achieved, also had a time served requirement and vested
1,000,000 performance rights on the first renewal
over the 3 year contract period unless there was an IPO or
of the Company’s cultivation licence (achieved in
change of control in which case they vested immediately.
financial year 30 June 2019)
On IPO, 5,500,000 performance rights were exercised.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
71
9
FINANCIAL REPORT
Employee Performance Rights
In the year ended 30 June 2019, employees were issued
733,335 performance rights which vested between the
When a share price vesting hurdle is satisfied (within three
years of grant date), and if the employee is still employed
by the Group, then the employee will receive:
issue date and 1 July 2021 unless there was an initial
33.3% of the performance rights immediately;
public offering in which case there was accelerated
vesting. These performance rights vested and were
exercised as part of the IPO.
33.3% on the first anniversary of the milestone
being achieved; and
33.3% on the second-year anniversary of the
Executive Performance Rights
milestone being achieved.
On 11 December 2019, the Board resolved to issue a
If the vesting hurdle is not met within three years of the
total of 6,000,000 performance rights in three tranches of
grant date, the rights will lapse.
500,000 each to senior management, totalling 1,500,000
rights per employee. Each performance right entitles the
holder to acquire one fully paid share for nil consideration,
subject to certain vesting conditions being met.
In determining the value of the performance rights, the
Company used an appropriate valuation model.
Assumptions
Grant date
Grant date share price used
Exercise price
Vesting hurdle
Performance period (years)
Expected future volatility
Risk free rate
Dividend yield
Expiry date
Tranche 1
Tranche 2
Tranche 3
11 Dec 2019
11 Dec 2019
11 Dec 2019
$0.45
Nil
$0.55
3
70%
0.73%
0%
$0.45
Nil
$0.65
3
70%
0.73%
0%
$0.45
Nil
$0.75
3
70%
0.73%
0%
24 Oct 2024
24 Oct 2024
24 Oct 2024
Grant date fair value
$0.42
$0.40
$0.37
Key Employee and Director Retention Plan
Employee Share Incentive Plan
During the year, the Board resolved subject to obtaining
During the year, the Board resolved subject to obtaining
Shareholder approval at the Annual General Meeting
Shareholder approval at the Annual General Meeting in
in November 2020, to issue 1,200,000 performance
November 2020, to issue up to 1,166,000 performance
rights to employees and Non-executive Directors with
rights to employees other than employees entitled
vesting occurring on the third anniversary of the IPO
to the Executive Performance Rights. Vesting of the
date (February 2023). Each performance right has a nil
performance rights is dependent on the employee
exercise price and a fair value of $0.30.
remaining in service at the date of issue and the
employee meeting performance conditions by 31
December 2020. Each performance right has a nil
exercise price, expires on 15 January 2021 and has a fair
value of between $0.38 and $0.45.
72
17. COMMITMENTS
Low value leases not recognised as a liability
Non-cancellable operating leases contracted for but not capitalised:
Not later than 12 months
Between 12 months and 5 years
Operating leases recognised as a liability
Non-cancellable operating leases contracted for and capitalised:
Not later than 12 months
Between 12 months and 5 years
30 June
2020
30 June
2019
1,416
2,360
3,776
80,000
-
80,000
318,983
1,031,996
1,350,979
-
-
-
The Group leases both its production facility and its head office. At 30 June 2020 the Group had $320,399
minimum lease payments under non-cancellable operating leases due within less than one year (30 June 2019
- $80,000 less than one year).
18. FINANCIAL INSTRUMENTS
30 June 2020
30 June 2019
Level
Fair value
Carrying value
Fair value
Carrying value
Financial assets
Amortised Cost
Cash and cash equivalents
4,273,564
4,273,564
510,286
510,286
Accounts receivable
Refundable deposits
Financial liabilities
Amortised Cost
629,657
629,657
340,229
340,229
88,280
70,697
88,280
70,697
Accounts payable and accrued liabilities
2,086,993
2,086,993
1,726,722
1,726,722
Convertible notes
3
-
-
1,330,645
1,330,645
The carrying value of the cash and cash equivalents, accounts receivable, refundable deposits, accounts
payable and accrued liabilities approximate the fair value because of the short-term nature of these
instruments. In the prior year, the carrying value of the Convertible Notes represented their fair value as the
coupon rate approximates the market interest rate.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
73
9
FINANCIAL REPORT
For financial assets and liabilities carried at fair
Interest rate risk
value, the Group refers to IFRS 13 hierarchy levels to
categorise the valuation method used:
LEVEL 1
Interest rate risk is the risk the fair value or future cash
flows of a financial instrument will fluctuate because of
changes in market interest rates. Financial assets and
Valuation method based on quoted prices
liabilities with variable interest rates expose the Group
(unadjusted) in active markets for identical
to cash flow interest rate risk. The Group does not hold
financial assets and liabilities.
any financial liabilities with variable interest rates. The
LEVEL 2
Valuation method based on inputs other than
quoted prices included in Level 1 that are
observable for the financial asset or liability, either
directly (i.e. as unquoted prices) or indirectly (i.e.
derived from prices).
LEVEL 3
Valuation method based on using inputs not
observable in the market using appropriate
valuation models, including discounted cash flow
modelling.
The Group is exposed to varying degrees to a variety
of financial instrument related risks:
Currency risk
Group does maintain bank accounts which earn interest
at variable rates, but it does not believe it is currently
subject to any significant interest rate risk.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its obligations associated with financial liabilities.
The Group manages its liquidity risk by forecasting
cash flows from operations and anticipating any
investing and financing activities. Management and the
Board of Directors are actively involved in the review,
planning and approval of significant expenditures and
commitments. All liabilities other than lease liabilities
(refer Note 8) fall due within 6 months with the carrying
amount equalling total contractual cashflows.
The Company’s functional and presentation currency
19. CAPITAL MANAGEMENT
is the Australian dollar and the majority of its assets,
The Group’s objective when managing its capital is to
liabilities, revenue and expenditures are Australian
ensure sufficient debt and equity financing to fund
dollar denominated. The Company's German
its planned operations in a way that maximises the
subsidiary has a Euro functional currency and the
shareholder return given the assumed risks of its
majority of its assets, liabilities and expenditures are
operations. Through the ongoing management of its
Euro denominated and its Swiss subsidiary has a CHF
capital, the Company will modify the structure of its
functional currency and the majority of its assets,
capital based on changing economic conditions. In doing
liabilities and expenditures are Swiss denominated.
so, the Company may issue new shares or take on debt.
Credit risk
Annual budgeting is the primary tool used to manage the
Group’s capital. Updates are made as necessary to both
Credit risk is the risk of an unexpected loss to the Group
capital expenditure and operational budgets in order to
if a customer or third-party to a financial instrument
adapt to changes in risk factors, proposed expenditure
fails to meet its contractual obligations. The Group’s
programs and market conditions.
maximum exposure to credit risk as at 30 June 2020 is
the carrying value of its financial assets. The Group’s
20. OPERATING SEGMENTS
cash and refundable deposits are predominately held
The Group’s Managing Director who is the chief operating
in large Australian financial institutions. With regard
decision maker manages the business, makes resource
to receivables, the Group’s exposure to credit risk is to
allocation decisions and assesses performance based on
a limited number of counterparties who are provided
the operations as a whole and therefore the consolidated
credit in the normal course of business. The Group has
financial statements represent the single operating
not experienced any historical losses on receivables and
segment. The Group derived its revenue in Australia by
hence the estimated credit loss is immaterial.
selling medicinal cannabis products.
74
21. PARENT ENTITY
The financial information for the parent entity, Little Green Pharma Ltd, has been prepared on the same basis
as the consolidated financial statements with the exception of its investment in its subsidiaries which have been
accounted for at cost.
Total current assets
Total non-current assets
Total assets
Current Liabilities
Non current liabilities
Total liabilities
Share capital
Reserves
Accumulated deficit
Total shareholders' equity and net assets/(liabilities)
30 June
2020
6,665,011
10,165,499
16,830,510
1,695,863
1,429,449
3,125,312
29,944,260
1,217,194
(17,456,256)
13,705,198
30 June
2019
1,012,849
919,490
1,932,339
934,861
1,202,384
2,137,245
7,317,514
895,581
(8,418,001)
(204,906)
Net loss and comprehensive loss
(9,038,255)
(4,443,037)
22. RELATED PARTY TRANSACTIONS
Salaries and
Fees1
Short term
Incentive2
Post
employment
Share based
payments
Other3
Total
As at 30 June 2020
Directors
Michael Lynch-Bell
Dr Neale Fong
Fleta Solomon
Angus Caithness
As at 30 June 2019
Directors
Michael Lynch-Bell
Dr Neale Fong
Fleta Solomon
Angus Caithness
58,922
31,966
163,761
174,663
429,312
-
-
120,000
100,000
220,000
-
-
150,000
150,000
300,000
-
-
-
-
-
5,303
3,037
47,048
12,635
68,023
-
-
11,400
-
11,400
98,173
48,833
139,180
377,473
663,659
20,000
20,000
-
231,884
271,884
-
-
121,857
3,500
162,398
83,836
621,846
718,271
125,357
1,586,351
-
-
-
-
-
20,000
20,000
131,400
331,884
503,284
1 Salaries and fees includes an accrued amount expected to be settled in shares subject to approval at the annual general meeting of the
Company in November 2020. This amount relates to the salary and fee reduction of 20% from 1 April 2020.
2 Short term incentives include $50,000 Short Term Incentive for 31 December 2019 and $100,000 IPO incentive payment for both Ms
Solomon and Mr Caithness.
3 Cost of living allowance for Ms Solomon in Switzerland; car parking for Mr Caithness
As part of the relocation of Ms Solomon to Switzerland, the Company paid the deposit for the lease of her
rental premises of CHF30,000. This amount will be refunded to the Company on the expiry of the lease.
LITTLE GREEN PHARMA ANNUAL REPORT 2020
75
9
FINANCIAL REPORT
23. AUDITORS’ REMUNERATION
The auditor of the Group is Deloitte Touche Tohmatsu.
Amounts received or due and receivable by Deloitte for:
Audit or review of financial reports
- Group
Other assurance services
- Preparation of Investigation Accountants’ Report
Other services
- International Employment Tax advice
30 June
2020
30 June
2019
86,024
52,928
51,700
1,100
138,824
-
-
-
52,928
24. IMPACTS AND RESPONSE
TO COVID-19
Rules and applicable laws, and subject to shareholder
approval, the Company proposes to issue equity to these
executives and staff, with issued securities escrowed
The Company has taken measures to protect the
until 31 March 2021.
health and welfare of its staff, maintain cultivation and
manufacturing operations, review its cost base, manage
These measures are to ensure LGP remains well positioned
cost exposure and counterparty risk, apply for cost relief
to pursue opportunities post COVID-19.
25. EVENTS AFTER THE
REPORTING DATE
No matters or circumstances have arisen since the end
of the financial year end that has significantly affected,
or may significantly affect, the operations, results of
operations or state of affairs of the Group in subsequent
accounting periods.
and Government assistance where available, secure
supply chains of critical materials and consumables and
defer non-essential research and development. The
Company has received the Cashflow Boost of $50,000 as
well as $120,000 in Job Keeper payments from the Federal
Government to support working capital requirements.
The Company expects to receive Job Keeper grants until
September 2020.
The Company has also received $150,000 in Western
Australian Government grants under the Value Add
Agribusiness Investment Attraction Fund's latest
funding round. The grant will support an advanced
new manufacturing facility containing clean rooms, and
processing and packaging areas to produce medical-grade
cannabis products for Australian and European patients.
In addition, from 1 April 2020 and 1 May 2020
respectively, executive and staff salaries were reduced
by up to 20%. To the extent permitted by the ASX Listing
76
DIRECTORS DECLARATION
The directors of the Company declare that:
1. The financial statements and notes for the period ended 30 June 2020 are in
accordance with the Corporations Act 2001 and:
a. comply with Australian Accounting Standards, which, as stated in basis of
preparation Note 2 to the financial statements, constitutes explicit and unreserved
compliance with International Financial Reporting Standards (IFRS); and
b. give a true and fair view of the financial position and performance of the Company;
2.
In the directors' opinion, there are reasonable grounds to believe that the Company
will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
Michael Lynch Bell
Chair
Fleta Solomon
Managing Director
31 August 2020
LITTLE GREEN PHARMA ANNUAL REPORT 2020
77
10
SHAREHOLDERS INFORMATION
Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report
is as follows. The information is current as at 27 August 2020.
Distribution of equity securities
ORDINARY SHARE CAPITAL
133,633,069 fully paid ordinary shares are held by 2,367 individual shareholders. All issued ordinary shares carry
one vote per share and carry the rights to dividends. The number of shareholders, by size of holding are:
RANGE
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
TOTAL HOLDERS
24
1,284
362
575
122
2,367
There are 421 holdings less than a marketable parcel.
Substantial shareholders
NAME
ELIXXER LTD
MS FLETA JENNIFER SOLOMON
UNITS
8,749
3,322,545
2,833,644
17,803,174
109,664,957
133,633,069
UNITS
29,488,316
19,600,000
Twenty largest holders of quoted equity securities
NAME
ELIXXER LTD
MS FLETA JENNIFER SOLOMON
BANQUO CONSULTING PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSI EDA
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NATIONAL NOMINEES LIMITED
MUTUAL TRUST PTY LTD
TR NOMINEES PTY LTD
TIGA TRADING PTY LTD
MS JENNY LORRAINE MCKAY
CORPSERV PTY LTD
BENONI PTY LTD
MS MARY BERNADETTE DAVIS
MR SEAN EDWARD REID + MS LOUISE JANE PILKINGTON
HEAVENLY STAR PTY LTD
PFL GREEN GROWTH PTY LTD
YASELLERAPH FINANCE PTY LTD
INTERDALE PTY LTD
LIPSMACKERS PTY LTD
UBS NOMINEES PTY LTD
UNITS
25,045,896
19,600,000
5,500,000
3,913,238
3,258,423
3,154,178
2,772,251
2,656,264
2,255,187
2,016,669
1,700,000
1,684,000
1,337,500
1,272,600
1,250,000
1,111,111
1,105,160
1,009,889
1,000,000
1,000,000
% UNITS
0.01
2.49
2.12
13.32
82.06
100.00
% UNITS
22.09
14.67
% UNITS
18.72
14.65
4.11
2.93
2.44
2.36
2.07
1.99
1.69
1.51
1.27
1.26
1.00
0.95
0.94
0.83
0.83
0.75
0.75
0.75
78
OPTION HOLDINGS
The Company has the following classes of options on issue at 27 August 2020 as detailed below.
Options do not carry any rights to vote and are held by 15 individuals.
CLASS
TERMS
No. OF OPTIONS
LGPOPT1
UNLISTED OPTIONS
Exercisable at $0.30 expiring on or before 28 February 2022
LGPOPT2
UNLISTED OPTIONS
Exercisable at $0.30 expiring on or before 31 January 2021
LGPOPT3
UNLISTED OPTIONS
Exercisable at $0.30 expiring on or before 31 December 2020
LGPOPT4
UNLISTED OPTIONS
Exercisable at $0.42 expiring on or before 31 July 2022
LGPOPT5
UNLISTED OPTIONS
Exercisable at $0.48 expiring on or before 31 July 2022
3,500,000
4,000,000
2,586,000
2,036,768
2,036,768
14,159,536
The number of optionholders, by size of holding are:
RANGE
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
TOTAL HOLDERS
UNITS
% UNITS
-
-
-
2
13
15
-
-
-
128,000
14,031,536
14,159,536
-
-
-
0.90
99.10
100.00
The following Option holders hold more than 20% of a particular class of the Company’s Unlisted Options.
HOLDER
LGPOPT1
LGPOPT2
LGPOPT3
LGPOPT4
LGPOPT5
MR ANGUS CAITHNESS
3,500,000
-
ANCESTRAL PTY LTD
MR EAN ALEXANDER
MR PAUL LONG
BAROUDEUR PTY LTD
CG NOMINEES (AUSTRALIA) PTY LTD
-
-
-
-
-
1,000,000
1,000,000
1,000,000
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,036,768
2,036,768
CONSISTENCY WITH BUSINESS OBJECTIVES – ASX LISTING RULE 4.10.19
The Company states that it has not used cash and assets in a form readily convertible to cash at the time of admission
in a way inconsistent with its business objectives.
ESCROW SECURITIES
The following securities are subject to ASX escrow:
CLASS
Fully paid ordinary shares
Fully paid ordinary shares
Fully paid ordinary shares
Unlisted options (LGPOPT1)
Unlisted options (LGPOPT4)
Unlisted options (LGPOPT5)
Performance rights (CLASS B)
Performance rights (CLASS C)
Performance rights (CLASS D)
Performance rights (CLASS E)
LITTLE GREEN PHARMA ANNUAL REPORT 2020
ESCROW TERM
27 September 2020
5 February 2021
19 February 2022
19 February 2022
19 February 2022
19 February 2022
19 February 2022
19 February 2022
19 February 2022
19 February 2022
UNITS
1,392,855
1,561,636
54,034,703
3,500,000
2,036,768
2,036,768
1,000,000
2,000,000
2,000,000
2,000,000
79
Phone: 1300 118 840
Email:
info@lgpharma.com.au
Website: www.littlegreenpharma.com
PO Box 690, West Perth WA 6872
This is an unregistered medicine manufactured to medical-grade standards.