ANNUAL FINANCIAL REPORT
FOR THE YEAR ENDED
30 JUNE 2016
MedAdvisor Limited
ABN 17 145 327 617
MedAdvisor Limited (ASX:MDR) delivers a connected health system that places
patients at the centre. Our objective is to lead through innovation and grow
organically as well as through acquisition and international expansion.
Contents
Chairman’s letter
FY16 Summary
Directors’ reports
Auditor’s independence declaration
Corporate governance statement
Financial report for year ended 30 June 2016
Directors’ declaration
Independent auditor’s report
Additional information
1
2
8
21
22
23
62
63
65
Chairman’s Letter
Dear Shareholders,
In the rapidly expanding MedAdvisor world there has
been
little time for reflection; nonetheless, we
critically measure our performance, our wins, and our
also‐rans, but we rarely muse on the past. Our Annual
Report to you forces me to so do.
Our company has completed a transformative year –
from having no operating business we have plunged
into the extraordinarily energized domain linking
information technology with better health.
We are positioned at the convergence of rising health
costs, increasingly complex medication regimes and
the clear need for efficiency and patient engagement
in individual health management. As such we have
terrific tailwinds:
Healthcare costs are growing far faster than the
economy
Governments are actively supporting businesses
to provide workable IT solutions to improve
capability
Pharmacy incomes are being squeezed by lower
margins on prescriptions forcing them to think
about leveraging technology to enhance their
business
Drug manufacturers wish to communicate with
patients on medication, something they have very
few direct channels to do in Australia
Many doctors are seeking more efficient means of
interaction with their patients and improved tools
for clinical decision making
Hospitalisation costs are soaring and health funds
are demanding fewer hospitalizations relating to
medication misadventure
The MedAdvisor app provides readily usable services
that assist in providing solutions for each of the above
issues.
The dynamic nature of healthcare and resultant
constant requirement for innovation places plenty of
pressure on all involved. As we grow our business and
connect more people with pharmacies, GPs and
Hospitals, the opportunity to provide better services
for people using MedAdvisor increases.
is
I applaud and thank each member of our team at
MedAdvisor. Some work all weekend to solve a
problem, some all night to grasp an opportunity. Our
thoughtful, energetic and
leadership group
consistently aiming to be and to do better. Our board
members provide deep
into the health
industry and how MedAdvisor can provide better
services for more people. We thank too, our financial
and professional advisors, who have indefatigably
provided enlightened counsel.
insights
With extraordinary internal energy, MedAdvisor is
swiftly building its patient numbers and pharmacy
relationships. It is actively working to educate industry
participants on how they can leverage the power of
MedAdvisor assisting doctors, hospitals, disease
management bodies, pharmaceutical manufacturers,
insurers, governments and patients to provide better
health outcomes.
Our aims are to deliver our services to millions of
Australians, and to patients overseas. To achieve these
aims, we are investing unwaveringly in building our
patient numbers. As we become integral to the well
being of many, we will increasingly become a highly
to 21st century healthcare.
valued contributor
Patients, pharmacies, manufacturers, insurers and
governments will escalate their demand for our
services for the benefit of all, and the growth of your
company.
Peter Bennetto
Chairman
Sydney, 19 September 2016
Page | 1
Summary of 2016 financial year results
Revenues
2016
2015
Interest
3%
R&D tax
concession
16%
Revenue
from
services
81%
Interest
3%
R&D tax
concessi
on
12%
Revenue
from
services
59%
License
fee ‐ non‐
recurring
26%
Growth in revenue from services
24%
Margins
2015
2016
40%
60%
2015
71%
29%
2016
Direct Costs
Margin
Page | 2
Key drivers
PATIENTS
133%
PHARMACY
TAP‐TO‐REFILL
36%
177%
184K
1648
1,656m
Strong
growth
Strong organic growth in patient numbers driven by new marketing
programs in the second half of the financial year
Growth in pharmacy numbers benefiting from the expansion of sales
channels through our strategic alliances with Apotex and Arrow
Pharmaceuticals
Growing patient numbers have increased our relevance with key
manufacturers and new relationships have been created
Industry
alliances
New alliances with Epilepsy Queensland, Painaustralia, Glaucoma
Australia have created additional referral opportunities
The recently announced collaboration with Diabetes Australia and the
development of the tap to order feature to order and manage their
National Diabetes Supply Scheme (NDSS) products through MedAdvisor
Product
innovation
White label capabilities supporting customer branding and customized
pharmacy support facilities
Marketing
Full SMS/text enhancing fill‐my‐scripts and see‐my‐doctor reminders
GP Link as first in class feature that links patients with their medical
practitioner
NDSS feature which provides people living with Diabetes tools to order
and better manage their consumables directly through MedAdvisor
Increased development capability through the recruitment of key
personnel
Transformation of the business from being development to market led
and consumer centric, supported by technological innovation
Deployment of new marketing capability to support the transformation
Page | 3
Expansion
of
operations
Employment of a Chief Executive Officer with extensive experience in
managing rapidly growing business as well as direct experience in the
pharmaceutical industry and in raising capital
Additional physical resources providing the foundations to support the
expansion of our capabilities
Upgrading IT capability to support rapid expansion of patient and
pharmacy users
Full year profit and loss summary
Revenues
Revenues from services
Revenue from Actavis license fee (non recurring)
R&D tax concession
Interest
Total Revenue
Direct costs
Gross profit
Major Expenses (exc. non‐cash expenses)
Development
Marketing & sales
Administration
Governance & listing costs
Finance
2016
$ 000's
2015
$ 000's
Change
$ 000's
%
1,426
1,146
280
24%
‐
281
55
500
241
18
(500)
‐100%
40
38
17%
215%
1,762
1,904
(142)
‐7%
Strong growth in revenues driven by
pharmacy growth and the new
GuildLink agreement. The end of the
Actavis agreement has allowed us to
form new strategic alliances with
Apotex and Arrow Pharmaceuticals
increasing our representation in the
pharmacy market.
383
925
1,153
1,552
1,052
468
5
644
396
(261)
‐41%
528
133%
Margins have grown from 43% to
71% following the renegotiating of
the GuildLink Agreement
1,020
133
13%
432
364
‐
‐
1,120
259%
688
468
5
189%
n/a
n/a
Transformation of the business to
being market driven supported by
innovation led development
together with resourcing to drive
our core strategy.
Loss from continuing operations
(3,071)
(546)
(2,525)
462%
Page | 4
Summary balance sheet
Current assets
Cash & cash equivalents
Other current assets
Non‐current assets
Property plant & equipment
Intangible assets
2016
$ 000's
2015
$ 000's
Change
$ 000's
%
2,889
517
3,406
168
72
240
571
162
733
10
79
89
2,318
406%
355
219%
2,673
365%
158
1586%
(7)
‐8%
151
170%
Total assets
3,646
822
2,824
344%
Current liabilities
Trade & other payables
Income in advance
Borrowings
Employee benefits
Non‐current liabilities
Employee benefits
725
297
‐
140
1,162
20
20
260
126
345
51
782
6
6
464
171
178%
135%
(345)
‐100%
90
178%
380
49%
13
13
216%
216%
Total liabilities
1,181
788
393
50%
Net assets
Net tangible assets
2,464
2,392
34
(45)
2,431
7171%
2,437
‐5435%
Summary operating cash flow
Operating cash inflows
Receipts from customers
R&D tax concession
Interest
Operating cash outflows
Payments to suppliers
Payments to employees
2016
$ 000's
2015
$ 000's
1,324
281
55
953
241
18
Change
$ 000's
371
40
38
%
39%
17%
215%
1,661
1,212
449
37%
2,133
2,075
4,207
676
1,456
215%
1,013
1,690
1,061
105%
2,518
149%
Net operating cash flows
(2,546)
(477)
(2,069)
433%
Cash inflows have benefited from
the new GuildLink arrangements as
well as the growth in pharmacies
Planned new hires, marketing
initiatives and a general expansion
of resources have driven up costs
ahead of expected growth in
revenues.
Page | 5
Seasonally Adjusted Net Operating Cashflow
J
u
l
‐
1
5
A
u
g
‐
1
5
S
e
p
‐
1
5
O
c
t
‐
1
5
N
o
v
‐
1
5
D
e
c
‐
1
5
J
a
n
‐
1
6
F
e
b
‐
1
6
M
a
r
‐
1
6
A
p
r
‐
1
6
M
a
y
‐
1
6
J
u
n
‐
1
6
$‐
$(50)
$(100)
$(150)
$(200)
$(250)
$(300)
$(350)
$(400)
$(450)
s
d
n
a
s
u
o
h
T
Net operating cashflows
Averagre quarterly NOCF
The net operating cash flows have been adjusted to remove the receipt of the R&D Tax Concession in Oct‐15 of
$281,214 as well as seasonally adjusting the receipt of annual subscriptions paid in advance in Sept‐15 and Oct‐15.
Page | 6
Corporate directory
Directors
Mr Peter Bennetto Non‐executive Chairman
Mr Robert Read Managing Director & CEO
Mr Joshua Swinnerton Founder & CTO
Mr Jim Xenos Non‐executive Director
Ms Sandra Hook Non‐executive Director
Company secretary
Mr Carlo Campiciano CFO
Notice of annual general meeting
Details of the annual general meeting of MedAdvisor Limited are:
At the offices of HWL Ebsworth Lawyers
Level 26, 530 Collins Street
Melbourne Vic 3000
10:00 a.m. on Wednesday 26th October,2016
Registered office
Level 4, 969 Burke Road
Camberwell Vic 3124
Principal place of business
Level 4, 969 Burke Road
Camberwell Vic 3124
Share register
Computershare Investor Services Pty Ltd
Auditor
Lawyers
Pty Ltd Yarra Falls
1152 Johnston Street
Abbotsford Vic 3067
RSM Australia Partners
Level 21, 55 Collins Street
Melbourne Vic 3000
HWL Ebsworth ‐ Lawyers
Level 26, 530 Collins Street
Melbourne Vic 3000
Stock exchange listing
MedAdvisor Limited shares are listed on the Australian Securities
Exchange (ASX:MDR)
Website
www.medadvisor.com.au
Page | 7
Directors’ report
The Directors of MedAdvisor Limited (‘MedAdvisor’) present their report, together with financial statements of the
consolidated entity, being MedAdvisor Limited (‘the Company’) and its Controlled Entities (‘the Group’) for the year
ended 30 June 2016.
Directors
The names of Directors in office at any time during or since the end of the year are:
Peter Bennetto
Robert Read
Joshua Swinnerton
Jim Xenos
Sandra Hook
Carlo Campiciano
Peter Dykes
Stephen Brockhurst
Non‐Executive Chairman
Executive Director / Chief Executive Officer (appointed 12 November 2015)
Executive Director / Chief Technical Officer (appointed 12 November 2015)
Non‐Executive Director (appointed 12 November 2015)
Non‐Executive Director (appointed 22 January 2016)
Executive Director / Chief Financial Officer (resigned 12 November 2016)
Non‐Executive Director (resigned 12 November 2015)
Non‐Executive Director (resigned 12 November 2015)
Peter Bennetto, Non‐Executive Chairman, Appointed
28 November 2013.
GAICD, SA Fin.
Joshua Swinnerton, Executive Director/ CTO,
Appointed 12 November 2015
MEI, GradCert Eng., BE, BCS(Hons).
Member of Audit and Risk Committee
Member of the People and Remuneration Committee
Peter Bennetto is an experienced company director,
with skills
in banking, corporate finance and
governance. Peter has held a number of company
in exploration, mining and
director positions
manufacturing companies listed on the ASX since
1990. Mr Bennetto has been Non‐Executive
Chairman at MedAdvisor Limited (formerly Exalt
Resources Limited) since November 28, 2013.
Mr Bennetto is currently non‐executive Chairman of
Ironbark Zinc Ltd.
Robert Read, Executive Director/ CEO, Appointed 12
November 2015.
BComm(Mgt), BA(Psych), GAICD.
Member of Audit and Risk Committee
Member of the People and Remuneration Committee
in one of the world’s
Robert Read has had extensive experience
in
commercial experience in a wide range of business
including time as a Director of Commercial Strategy
leading
and Operations
pharmaceutical companies, as well as roles
in
Venture Capital and Private Equity. Robert brings a
wide range of skills to the position of CEO, in
particular leadership, sales and marketing, finance
performance
deep
understanding of what is needed to successfully grow
start‐up businesses.
improvement
and
a
Joshua Swinnerton has extensive experience leading
and managing sizeable IT ventures, both within large
companies, as a consultant, and as the technical and
operational lead of start‐up companies. Prior to
founding MedAdvisor, led a technology start‐up
which he also founded and sold into the US as well as
raising funds in the US for the company’s expansion
and managed software development. During this
time Mr Swinnerton has gained valuable experience
in bridging the gap between innovative technology
and business objectives. Josh also has extensive skills
in building and managing exceptional development
teams.
Jim Xenos, Non‐Executive Director, Appointed 12
November 2015
BSc, DipEd, AFAIM, GAICD.
Member of the People and Remuneration Committee
leading high performing
Jim Xenos is an experienced general manager with
sales and marketing expertise and a track record in
building and
teams
delivering market share and profit growth in national
and multinational companies. Mr Xenos has a strong
reputation in forming brand and portfolio strategies,
developing new product launches with innovative go
to market activities in existing and new channels. He
in establishing high
strength
has
performing sales teams
in highly competitive
categories. Mr Xenos also brings pharmaceutical
experience to the board having held senior
management positions in national and multinational
pharmaceutical companies.
significant
Page | 8
Sandra Hook, Non‐Executive Director, Appointed 19
January 2016
GAICD
Member of Audit and Risk Committee
Sandra Hook has extensive operational, financial
management and strategic experience acquired from
an executive career that has spanned over 25
years. Ms Hook has held senior management
positions within Foxtel, Federal Publishing Company,
Murdoch Magazines, Fairfax, ACP and News Limited
where she was CEO of NewsLifeMedia. She has
significant experience providing
to
leadership
businesses impacted by technological and digital
Company secretary
Carlo Campiciano, Company Secretary/ CFO
MEI, GradDip(Comp), Bbus(Acc), GIA(cert), MIPA.
disruption, and has built and operated major market
leading digital businesses including taste.com.au and
body+soul.com.au. Based in Sydney, Sandra is an
experienced
leader, non‐executive director and
investor in early stage digital businesses.
Ms Hook is currently a non‐executive director of
WYZA Limited; RXP Services (ASX:RXP); IVE Group
(ASX:IGL); the Sydney Fish Markets and is a Trustee
of the Royal Botanic Gardens & Domain Trust and the
Sydney Harbour Federation Trust.
Carlo Campiciano is a qualified accountant with extensive experience working with business on a wide range of areas
including taxation, finance, operations, planning, operational and financial strategy. Mr Campiciano commenced his
career with Coopers & Lybrand where he completed his Professional Year of Study which qualified him for
admittance to the Institute of Chartered Accountants before moving onto roles in professional services firms as well
as roles in industry which extended both his technical as well as practical business skills. Mr Campiciano was a
Director of MedAdvisor International Pty Ltd prior to the relisting of MedAdvisor Limited and has been the CFO since
the company was founded in 2012.
Directors’ meetings
In June 2015 the Company entered into a Heads of Agreement to acquire MedAdvisor International Pty Ltd. The
business of the Company from this date to the date of the re‐compliance listing on 1 December 2015 was the conduct
of due diligence and completion of the acquisition. Mr Peter Bennetto attended the Due Diligence Committee
meetings as a representative of the Company.
2016
Peter Bennetto
Robert Read1
Joshua Swinnerton1
Jim Xenos1
Sandra Hook2
Carlo Campiciano3
Peter Dykes3
Stephen Brockhurst3
Meetings
held
Meetings
attended
7
11
11
11
5
4
‐
‐
7
11
11
11
5
4
‐
‐
1Appointed 12 November 2015
2Appointed 19 January 2016
3Resigned 12 November 2015
The Directors approved the formation of the People and Remuneration Committee and the Audit and Risk
Committee at the June 2016 Directors’ meeting. There were no meetings of People and Remuneration Committee
or the Audit and Risk Committee held during the year ended 30 June 2016.
Page | 9
Principal activities
The principal activities of the Entity have changed during the period from resources and energy exploration activities
to the development and deployment of the MedAdvisor medication and adherence platform. The MedAdvisor
platform is focused on improving health outcomes by connecting health professionals with their patients using
mobile and web technologies.
Operating results
The net loss of the Group after income tax for the year was $3,071,062 (2015: Loss $546,123)
Dividends
No dividends have been paid or declared by the Company since the beginning of the year.
Review of operations
As detailed in the previous financial report the Company announced in June 2015 that it had entered into a
Heads of Agreement to acquire 100% of market‐leading cloud based e‐health software company, MedAdvisor
International Pty Ltd. This transaction was subsequently completed on 12 November 2015 following ASX approval of
the relisting of the Company and having successfully raised $5 million in capital to fund the growth plans for the
MedAdvisor platform. On 1 December 2015 MedAdvisor Limited relisted on the Australian Stock Exchange.
Since the relisting of the Company the Company has successful transformed into Australia’s leading Medication
Management business. MedAdvisor has grown to have over 30% of Australia’s pharmacies connected to our state of
the art e‐health platform.
MedAdvisor approached FY16 with a proven technology linking patients and pharmacists together that had enabled
over 70,000 patients using MedAdvisor to take their medication safely, effectively and on time. In addition, these
patients highly valued the reduction in waiting times at a pharmacy from pre ordering using the Tap to Refill function.
Educating the market about MedAdvisor and the role it can play was an important imperative.
The opportunity for the business was to bring the product to more patients and pharmacists. With scale the business
would create multiple commercialization opportunities. In addition there was an identified need to link patients with
GPs to allow them to order repeat medications from their nominated GP. Building the technology to enable this was
a major focus during the year. This provides the platform for us to start to offer increased convenience based services
to users over FY17.
The business has grown pharmacy market share from ~20% to over 30% and is now the biggest provider of patient
communications in the sector. During the year over 180,000 patients used MedAdvisor to improve their medication
management. The Company further developed its relationships with referrers in the health system. Monthly growth
rates doubled on a larger user base.
By the end of the reporting year the Company had achieved strong progress in building pharmacy participation and
patient numbers. Connections were established with GPs, hospitals, pharmaceutical companies, governments and
Patient Support Groups that are building awareness of the benefits to patients of medication safety and efficiency
of the MedAdvisor Platform.
During the 2016 Financial year, the business has achieved a number of important milestones:
Appointment of Mr Robert Read as CEO. Mr Read has senior experience in the Pharmaceutical Industry
complemented by a successful track record investing in and growing businesses for Private Equity and
Venture Capital.
Renegotiation of the Guidlink Agreement to allow the business to have closer relationships with its
pharmacy client base and allow flexibility in subscription models.
Successful Capital raisings Pre‐listing round and the oversubscribed RTO in December 2015. These capital
raisings have provided working capital and funding for enhanced marketing initiatives and in addition have
Page | 10
funded the development of key product extensions.
Transitioning from technology led to becoming sales and marketing led. This was advanced through the
new strategic partnerships with pharmaceutical manufacturers, Apotex and Arrow, to provide MedAdvisor
with access to both Apotex’s and Arrow’s sales networks, allowing the MedAdvisor to broaden its base of
subscriber pharmacies.
Appointment of Mr Theo Antonopoulos formerly Head of Multi‐Channel Marketing and Marketing
Excellence at pharmaceutical manufacturer GlaxoSmithKline as Head of Sales and Marketing.
MedAdvisor established an instore pharmacy promotion and training team to assist high potential
pharmacies with patient sign ups to augment the increasing marketing initiatives.
As a result of the marketing initiatives, MedAdvisor grew pharmacy numbers by ~35% to be at 30% of all
Australian pharmacies and patient numbers by 133%.
Partnership with Epilepsy Queensland to promote MedAdvisor to a wide audience of people with epilepsy.
Epileptic patients are 15‐20% more adherent to their medication when on MedAdvisor.
In reacting to the growing problem of codeine addiction, MedAdvisor developed and launched the
MedAdvisor Patient Pain Education Program in partnership with Painaustralia, a patient focused solution to
increase understanding and awareness of the risks and warning signs of codeine. We have already sent in
excess of 25,000 education and warning messages to patients on codeine. MedAdvisor makes no financial
return, but this is a valuable community service.
Technical completion of GP Link, which for a fee, allows patients to request a repeat script from their
nominated GP. MedAdvisor charges a small out service fee passing the majority onto the patient’s GP. This
program also shows an adherence overview to the GP when they are consulting with a MedAdvisor patient.
Established Patient Engagement Programs (PEP) with GSK, Novartis and Bristol Myers Squibb (1 July 2016),
strongly growing PEP revenues.
More than 1.2 million Tap‐to‐Refill orders representing approximately $50 million in sales for MedAdvisor
Network pharmacies.
Subsequent to year end the launch of the partnership with Glaucoma Australia who represent ~300,000
patients as well as forming a collaboration with the national diabetes organisation Diabetes Australia, to
launch a new MedAdvisor tool that allows people living with diabetes to order their consumable products
(funded under the Government’s National Diabetes Services Scheme) via the MedAdvisor platform and
ensure accurate supply in pharmacy.
Financial position
The Group has $2,888,990 in cash as of 30 June 2016 following a net cash increase of $2,317,624 for the year.
The net assets of the Group at 30 June 2016 were $2,464,428, an increase in net assets of $2,430,532 from 30 June
2015.
Significant changes in state of affairs
On 12 November 2015 the Company completed the reverse takeover transaction with MedAdvisor International Pty
Ltd. The completion of this transaction resulted in the Company issuing to MedAdvisor International Pty Ltd
shareholders 385,064,105 shares in MedAdvisor Limited in exchange for 100% of the issued shares of MedAdvisor
International Pty Ltd which company owns and operates the MedAdvisor medication management and adherence
platform. In addition the Company issued 39,250,014 shares in MedAdvisor Limited to MedAdvisor International Pty
Ltd Noteholders in satisfaction of their Notes in accordance with the terms of the agreement with signed with
MedAdvisor International Pty Ltd.
Page | 11
The Company currently holds two mining tenements in New South Wales and has begun the process of surrendering
these tenements and applying for a refund of the associated Exploration Bonds
Likely developments
The Group has developed leading‐edge technology and IP that puts the patient at the heart of the solution, delivering
the best user‐centric link between patients and pharmacists in the market. Building on its connected technology
health platform, MedAdvisor will deliver a pilot of GP Link in H1 2016. GP Link will allow patients to request a repeat
authorisation from their favourite medical practitioner. Offering utility and convenience, GP Link will help patients
better manage their scripts and allow medical practitioner’s to understand their patient’s medication adherence and
make more informed prescribing decisions and provide better health outcomes.
On 31 August 2016 the Company entered into an agreement to acquire Health Enterprises 2 Pty Ltd which operates
the Healthnotes business, a leader in healthcare technology for medication adherence management for a total
consideration of $5.5 million, paid as 60% cash and 40% script.
Bringing together the two leaders in medication adherence management will strengthen MedAdvisor’s strategic
positioning and operational platform, offer valuable synergies and will consolidate MedAdvisor’s position as the
leading Australian digital medication management company. This substantially strengthens MedAdvisor’s market
position and accelerates its growth strategy and path to profitability in the following ways:
Increases MedAdvisor’s share of connected community pharmacies to 45%, from over 1,600 to over 2,400
Australian community pharmacies;
Increases the number of Australian patients connected to MedAdvisor’s platforms from 220,000 to over
500,000 people;
Increases the number of General Practitioners (GPs) connected to MedAdvisor’s platforms to more than
4,000 GPs;
Extends MedAdvisor’s connected channels to over 1,700 nursing homes;
Increases the number and value of prescriptions ordered through MedAdvisor’s platforms to more than
320,000 prescriptions per month, with an annualised value of approximately $150 million based on an
average value of $40 per prescription.
To finance the acquisition and to provide additional working capital, MedAdvisor will raise in excess of $6 million.
Proceedings
No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings
to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of
those proceedings. The Group was not a party to any such proceedings in the period.
Matters subsequent to the end of the financial year
On 31 August 2016 the Company entered into an agreement to acquire Health Enterprises 2 Pty Ltd (Healthnotes)
which operates the Healthnotes business for a total consideration of $5.5 million on a cash‐free, debt‐free basis, paid
as 60% cash and 40% scrip.
The acquisition is subject to the following conditions precedent:
The completion of confirmatory due diligence. To date the Company has appointed HWL Ebsworth,
McGrathNicol as external advisors to complete the preliminary legal and financial due diligence. Commercial
and Technical due diligence has been undertaken by MedAdvisor.
The obtaining of all approvals of MedAdvisor’s shareholders which are necessary under the Corporations
Act and the ASX Listing Rules to implement the transaction.
Page | 12
A capital raising to raise no less than $6 million.
The Company has received in‐principal advice from ASX that Listing Rules 11.1.2 and 11.1.3 do not apply to the
proposed acquisition.
No other matters or circumstances have arisen since the end of the financial period which significantly affected or
may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the
Group in future financial periods.
Auditor’s independence declaration
In accordance with section 307C of the Corporations Act 2001 the auditor’s independence declaration for the year
ended 30 June 2016 has been received and can be found on page 21 of the Annual Report and forms part of this
report.
Unissued ordinary shares under option
Grant date
25‐Sep‐15
10‐Dec‐15
15‐Apr‐16
Expiry date
Exercise price
Number of Options
12‐Nov‐18
10‐Dec‐18
15‐Apr‐31
$0.03
$0.03
$0.00
10,000,000
25,000,000
9,050,000
Class
Unlisted
Unlisted
Unlisted
At the date of this report 450,000 Employee Incentive Options had been cancelled as a result of employee’s not
continuing employment with the Company.
Remuneration report
The Directors of MedAdvisor Limited (the Group) present the Remuneration Report for Non‐Executive Directors,
Executive Directors and other Key Management Personnel, prepared in accordance with the Corporations Act 2001
and the Corporations Regulations 2001 Remuneration Philosophy.
The Remuneration Report is set out under the following main headings:
a. Principles used to determine the nature and amount of remuneration
b. Details of remuneration
c. Service agreements
d. Share‐based remuneration; and
e. Other information
a. Principles used to determine the nature and amount of remuneration
The principles of the Group’s executive strategy and supporting incentive programs and frameworks are:
to align rewards to business outcomes that deliver value to shareholders;
to drive a high performance culture by setting challenging objectives and rewarding high performing
individuals; and
to ensure remuneration is competitive in the relevant employment market place to support the attraction,
motivation and retention of executive talent.
MedAdvisor Limited has structured a remuneration framework that is market competitive and complementary to the
reward strategy of the Group. The remuneration structure that has been adopted by the Group consists of the
following components:
fixed remuneration being annual salary;
short term incentives, being bonuses; and
long term incentives, being employee share schemes.
Page | 13
The payment of bonuses, share options and other incentive payments are reviewed by the Board prior to approval
by the Board annually as part of the review of executive remuneration. All bonuses, options and incentives must
be linked to pre‐determined performance criteria.
Short Term Incentive (STI) and Long Term Incentive (LTI)
MedAdvisor performance measures involve the use of annual performance objectives, metrics, performance
appraisals and continuing emphasis on living the Company values. The performance measures are set annually after
consultation with the Directors and executives and are specifically tailored to the areas where each executive has a
level of control. The measures target areas the Board believes hold the greatest potential for expansion and profit
and cover financial and non‐financial measures.
The Key Performance Indicators (KPI’s) for the Executive Team are summarised as follows:
Performance areas
financial – revenues and operating results; and
non‐financial – strategic goals set for each business unit based on job descriptions
The STI and LTI Program’s incorporate both cash and share‐based components for the Executive Team and other
employees. The Board may, at its discretion, award bonuses for exceptional performance in relation to each person’s
pre‐agreed KPIs.
b. Details of remuneration
2016
Cash Salary
& Fees
$
Cash
Bonus
$
Super‐
annuation
$
Share Based
Entitlements4
$
Total
$
Executive Directors
R Read1
J Swinnerton1
C Campiciano2
Non‐Executive Directors
P Bennetto
J Xenos1
M da Gama2
S Hook3
S Brockhurst2
P Dykes2
Other Key Management Personnel
C Campiciano
S Brockhurst
250,000
213,518
48,006
37,917
50,659
23,646
20,250
3,000
‐
126,081
12,000
785,077
37,500
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
37,500
19,308
20,135
4,561
3,602
4,813
2,246
1,924
‐
‐
12,029
‐
68,618
168,654
‐
‐
475,462
233,653
52,567
118,086
‐
‐
‐
30,000
‐
159,605
55,472
25,893
22,174
33,000
‐
‐
‐
316,740
138,110
12,000
1,207,936
1Appointed 12 November 2015
2Resigned 12 November 2015
3Appointed 22 January 2016
4Share based entitlements have been measured at fair value on grant date the Binomial or Black‐Scholes option pricing model.
At the date of this report the value of R Read share based payments that have vested is $30,000, no other share based rights have vested.
Page | 14
2015 Remuneration
2015
Executive Directors
J Swinnerton
C Campiciano
Non‐Executive Directors
J Xenos
M da Gama
Cash Salary
& Fees
$
Cash
Bonus
$
Super‐
annuation
$
Share Based
Entitlements
$
Total
$
163,829
91,517
1,525
1,525
258,396
‐
‐
‐
‐
‐
15,565
8,694
145
145
24,549
‐
‐
‐
‐
‐
179,394
100,211
1,670
1,670
282,945
The proportion of the cash bonus paid/payable or forfeited is as follows:
Cash Bonus paid/payable
Executive Directors
R Read
Cash bonus paid/payable
2016
2015
Cash bonus forfeited
2016
2015
100%
‐
0%
‐
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Fixed Remuneration
At Risk ‐ STI
At Risk ‐ LTI
2016
2015
2016
2015
2016
2015
Executive Directors
R Read
J Swinnerton
C Campiciano
Non‐Executive Directors
P Bennetto
J Xenos
M da Gama
S Hook
S Brockhurst
P Dykes
Other Key Management Personnel
C Campiciano
S Brockhurst
57%
100%
100%
26%
100%
100%
100%
9%
‐
100%
100%
‐
100%
100%
‐
100%
100%
‐
‐
‐
‐
8%
0%
0%
0%
0%
0%
0%
0%
0%
0%
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
35%
0%
0%
74%
0%
0%
0%
91%
‐
0%
0%
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
c. Service agreements
Remuneration and other terms of employment for the Executive Directors and other Key Management Personnel
are formalised in a Service Agreement. The major provisions of the agreements relating to remuneration are set out
below:
Page | 15
Name
Directors
R Read
J Swinnerton
Other Key Management Personnel
Base salary
Term of agreement
Notice period
$250,000
$205,950
undefined
Undefined
9 months
9 months
C Campiciano
$205,950
Undefined
6 months
Note: Base salary noted above is exclusive of superannuation which under the applicable service agreements is
capped in accordance with the maximum superannuation contribution base for superannuation guarantee purposes.
d. Share‐based remuneration
MedAdvisor employee incentive option plan
All options refer to options over ordinary shares of the Company, which are exercisable at no cost on a one‐for‐one
basis under the terms of the Employee Share Option Plan that was approved by shareholders at the 2015 annual
general meeting.
Options granted to employees under the MedAdvisor Employee Incentive Option Plan will vest subject to the service
periods conditions under the plan. Unvested options will expire on the termination of the individual’s employment;
vested options will expiry on the expiry date which is 15 years.
Non‐executive director incentives
Ms Sandra Hook has been offered 5,000,000 3 year options exercisable at $0.08c subject to shareholder approval at
the next Annual General Meetings of the Company.
Read Rights
All of the Read Rights refer to rights over ordinary shares of the Company, which are exercisable on a one‐for‐one
basis at no cost under the terms of the Mr Read’s employment agreement.
Rights issued to Mr Read under his employment agreement are exercisable subject to the meeting the following
conditions:
Continuous employment over a 5‐year period for the date of his employment with MedAdvisor International
Pty Ltd
Achievement of predetermined revenue, activated patients and active medical practitioner targets within
3 years from the date of relisting of the Company on the Australian Securities Exchange.
The following table provides a breakdown of Mr Read’s Rights:
Continuous service:
6 months service
18 months service
36 months service
48 months service
60 months service
Employment related rights
Operative
Date
31‐Dec‐15
31‐Dec‐16
30‐Jun‐18
30‐Jun‐19
30‐Jun‐20
# of
Rights
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
5,000,000
Page | 16
Performance targets:
Revenue targets ‐
$5,000,000
$6,500,000
$8,000,000
Activated patients targets ‐
500,000
750,000
1,000,000
Active medical practitioner targets ‐
2,500
3,750
5,000
Performance related rights
Latest
Date
# of
Rights
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
5,000,000
5,000,000
2,500,000
12,500,000
5,000,000
5,000,000
2,500,000
12,500,000
5,000,000
5,000,000
2,500,000
12,500,000
37,500,000
Note: These Rights are cumulative on attainment of each of the continuous service milestones or performance
targets.
At the date of this report Mr Read has become entitled to exercise his rights over 1,000,000 shares having met the
first continuous employment milestone on 31 December 2015. Mr Read has at the date of this report not elected to
exercise his rights over these shares.
e. Bonuses included in remuneration
Mr Read became entitled to a short‐term incentive cash bonus of $37,500 in relation to the successful closing of the
capital raising completed in October 2015 and the maintenance of the share price at or above the listing price for a
period of 3 months following the listing. Mr Read’s bonus has been accrued as at 30 June 2016 and was paid in July
2016.
f. Other information
Options held by directors and key management personnel
The number of options and rights to acquire shares in the Company held during the 2016 reporting period by each
of the directors and key management personnel of the Group; including their related parties are set out below.
2016
Executive Directors
R Read1
Non‐Executive Directors
P Bennetto
1Read Rights
Balance at
start of the
reporting period
Granted as
remuneration
Vested and
exerciseable at
end of the
Vested and
un‐exerciseable
at end of the
Exercised
reporting period reporting period
‐
‐
42,500,000
10,000,000
‐
‐
1,000,000
41,500,000
10,000,000
‐
Page | 17
Shares held by directors and key management personnel
Ordinary Shares
The number of ordinary shares in the Company held during the 2016 reporting period by each of the directors
and key management personnel of the Group; including their related parties are set out below.
2016
Executive Directors
R Read1
J Swinnerton2 *
Non‐Executive Directors
J Xenos2 * +
Other Key Management Personnel
C Campiciano2 *
Balance at
start of the
reporting period
‐
40,700,000
30,000,000
5,000,000
Granted as
remuneration
Received or
exercised
Other changes
Held
at end of the
reporting period
‐
‐
‐
‐
‐
‐
‐
‐
5,330,000
66,137,500
5,330,000
106,837,500
57,750,000
87,750,000
8,125,000
13,125,000
11,666,666 of the shares held by Mr Read and/or parties related to Mr Read are subject to escrow for a period of 24 months from the date
of re‐listing of the Company.
2 all of the shares held Messrs Swinnerton, Xenos and Campiciano and/or parties related to Messrs. Swinnerton, Xenos and Campiciano are
subject to escrow for a period of 24 months form the date of re‐listing of the Company.
* Shares held by Messrs Swinnerton, Xenos and Campiciano and/or parties related to Messrs. Swinnerton, Xenos and Campiciano at the
beginning of the reporting period were subject to a share split pursuant to the re‐organisation of the capital of MedAdvisor International Pty
Ltd preceding the completion of the reverse takeover of the listed entity.
+ Mr Xenos and/or parties related to Mr Xenos were issued bonus shares pursuant to the re‐organisation of the capital of MedAdvisor
International Pty Ltd preceding the completion of the reverse takeover of the listed entity.
Founder Performance Shares
The number of Founder Performance Shares in the Company held during the 2016 reporting period by each of the
directors and key management personnel of the Group; including their related parties are set out below.
2016
Balance at
start of the
reporting period
Granted as
remuneration
Received or
exercised
Other changes
Held
at end of the
reporting period
Executive Directors
J Swinnerton
Non‐Executive Directors
J Xenos
Other Key Management Personnel
C Campiciano
‐
‐
‐
‐
‐
‐
‐
‐
‐
68,225,102
68,225,102
56,036,062
56,036,062
8,381,462
8,381,462
Founder Performance Shares will convert to ordinary shares upon satisfaction of any one of the following
milestones:
‐
‐
50% of the Founder Performance Shares shall convert upon the “MedAdvisor Platform” being activated at
2,500 pharmacies within a period of 2 years from the issue of the Founder Performance Shares; and
50% of the Founder Performance Shares shall convert upon the Company receiving annualised revenue
from the MedAdvisor business (calculated over two consecutive calendar quarters) of no less than
$5,000,000, within a period of 3 years from the issue of the Founder Performance Shares.
Other transactions with directors and key management personnel
During 2016 the Group used the services of NostraDta Pty Ltd of which Mr Jim Xenos is a director and has significant
influence. The amounts billed relate to recovery of product development costs and general consulting prior to the
reverse takeover by MedAdvisor International Pty Ltd and amounted to $12,842 (2015 $87,072).
Page | 18
In addition the Group paid to SwinTech Pty Ltd a company over which Mr Joshua Swinnerton is a director and has
significant influence an amount of $13,865 ($2015 $47,808) relating to the property lease at 22 Council Street
Hawthorn East that the Company was occupying prior to moving to its new premises at level 4, 969 Burke Road,
Camberwell.
End of audited Remuneration Report
Additional information
The earnings of the group since the incorporation of MedAdvisor International Pty Ltd are summarized below:
Revenue from services
Revenue from Actavis license fee (non recurring)
Other revenue
Total revenue
Total margin
EBITDA
EBIT
Profit after income tax
Environmental issues
2016
$
2015
$
1,425,781
1,145,712
500,000
258,744
2014
$
606
1,000,000
88,667
1,904,456
1,089,273
511,677
(536,311)
(546,123)
(546,123)
979,757
(826,453)
(835,453)
(835,453)
‐
336,704
1,762,485
1,043,258
(3,032,376)
(3,066,196)
(3,071,062)
2013
$
‐
500,000
1,984
501,984
500,000
(206,966)
(206,966)
(206,966)
The Company’s operations are subject to significant environmental and other regulations. The Company has a policy
of engaging appropriately experienced contractors and consultants to advise on and ensure compliance with
environmental regulations in respect of its exploration activities. There have been no reports of breaches of
environmental regulations in the financial period as at the date of this report.
The two mining tenements that the Company currently holds in New South Wales are in the process of being
surrendered and application has been made for a refund of the associated Exploration Bonds. The Company has
undertaken remediation works to the satisfaction of the land owners.
Indemnities given to, and insurance premiums paid for officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives
of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnities and insurance premiums of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor
of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the
company or any related entity.
Non‐audit services
During the year, RSM Australia Partners, the Company’s auditors, performed certain other services in addition to
their statutory audit duties.
The Board has considered the non‐audit services provided during the year by the auditor and the Board is satisfied
that the provision of those non‐audit services during the year is compatible with, and did not compromise, the
auditor independence requirements of the Corporations Act 2001 for the following reasons:
Page | 19
all non‐audit services were reviewed and approved to ensure that they do not impact upon the integrity
and objectivity of the auditor
the non‐audit services do not undermine the general principles relating to auditor independence
as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing
the auditor’s own work, acting in a management or decision‐making capacity for the Company, acting as an
advocate for the Company or jointly sharing risks and rewards
Details of the amounts paid to the auditors of the Company, RSM Australia Partners, and its related practices for audit
and non‐audit services provided during the year are set out in Note 13 to the financial statements.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
Auditor’s independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set
out immediately after this directors' report.
Auditor
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations
Act
2001.
On behalf of the directors,
Peter Bennetto
Chairman
19 September, 2016
Sydney, NSW.
Page | 20
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of MedAdvisor Limited for the year ended 30 June 2016, I
declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
P FRASER
Partner
Melbourne, VIC
19 September 2016
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network
is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Page | 21
Corporate governance statement
Corporate governance
The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such,
MedAdvisor Limited and its Controlled Entities (‘the Group’) have adopted the third edition of the Corporate
Governance Principles and Recommendations which was released by the ASX Corporate Governance Council on
27 March 2014 and became effective for financial years beginning on or after 1 July 2014.
The Group’s Corporate Governance Statement for the financial year ending 30 June 2016 is dated as at 30 June
2016 and date of last review and Board approval was on 13 August 2015. The Corporate Governance Statement is
available on MedAdvisor’s website at:
http://medadvisor.com.au/Investors/CorporateDirectory#governance‐policies
Page | 22
Consolidated financial report for the year ended 30 June 2016
Page | 23
MEDADVISOR LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR YEAR ENDED 30 JUNE 2016
Revenues from services
Revenue from Actavis license fee (non recurring)
Other revenue
Total revenues
Direct Expenses
Development Costs
Notes
10 a.
10 a.
10 b.
Consolidated
Jun‐16
$
Jun‐15
$
1,425,781
1,145,712
‐
336,704
1,762,485
500,000
258,744
1,904,456
11 a.
(382,523)
(634,035)
(231,062)
(150,154)
Employee benefits expense
11 b.
(2,306,460)
(1,005,818)
Marketing expense
Depreciation and amortisation expense
Directors fees
Other expenses
Finance costs
Profit / (loss) before income tax
from continuing operations
Income tax (expense) / income
Profit / (loss) for the year
Other comprehensive income
Total comprehensive income (loss)
11 c.
11 b.
(863,599)
(397,001)
(33,820)
(148,058)
(9,812)
(3,051)
(657,044)
(245,173)
11 d.
(210,982)
(5,534)
(3,071,062)
(546,123)
12
‐
‐
(3,071,062)
(546,123)
‐
‐
(3,071,062)
(546,123)
Earning per share for loss from continuing operations
of MedAdvisor Limited
Basic loss per share
Diluted loss per share
3
3
Cents
(0.55)
(0.55)
Cents
(0.45)
(0.45)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.
Page | 24
MEDADVISOR LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2016
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non‐current assets
Fixed assets
Intangible Assets
Total non‐current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Income in advance
Borrowings
Employee benefits
Total current liabilities
Non‐current liabilities
Employee benefits
Total non‐current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained profits / (losses)
Total equity
Consolidated
Jun‐16
$
Jun‐15
$
2,888,990
309,008
208,114
3,406,112
167,536
72,140
239,676
571,366
86,992
74,864
733,222
9,935
78,740
88,675
3,645,788
821,897
724,540
296,666
‐
140,427
1,161,633
260,199
125,989
345,000
50,575
781,764
19,727
19,727
6,239
6,239
1,181,360
788,003
2,464,428
33,895
6,508,117
615,914
1,622,436
‐
(4,659,603)
(1,588,541)
2,464,428
33,895
14
15
16
17
18
19
20
21
22
22
3
4
22
The above statement of financial position should be read in conjunction with the accompanying notes.
Page | 25
MEDADVISOR LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR YEAR ENDED 30 JUNE 2016
Contributed
Share Options
Equity
$
Reserve
$
Retained
Earnings
$
Total
Equity
$
Balance at 1 July 2015
1,622,436
‐
(1,588,541)
33,895
Transactions with equity holders
in their capacity as equity holders
Ordinary shares issued
Capital raising costs
Share options issued
Net profit / (loss)
6,137,871
(1,252,190)
615,914
6,137,871
(1,252,190)
615,914
(3,071,062)
(3,071,062)
Balance at 30 June 2016
6,508,117
615,914
(4,659,603)
2,464,428
Balance at 1 July 2014
Transactions with equity holders
in their capacity as equity holders
Ordinary shares issued
Capital raising costs
Net profit / (loss)
Balance at 30 June 2015
Contributed
Share Options
Equity
$
Reserve
$
Retained
Earnings
$
Total
Equity
$
1,622,436
301,282
(301,282)
1,622,436
‐
‐
‐
(1,042,418)
580,018
301,282
(301,282)
(546,123)
(546,123)
(1,588,541)
33,895
The above statement of changes in equity should be read in conjunction with the accompanying notes.
Page | 26
MEDADVISOR LIMITED
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR YEAR ENDED 30 JUNE 2016
Notes
Consolidated
Jun‐16
$
Jun‐15
$
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Net cash inflow (outflow) from operating activities
25
1,605,501
1,194,602
(4,207,372)
(1,689,602)
55,489
(2,546,382)
17,597
(477,403)
Cash flows from investing activities
Cash acquired on reverse takeover of parent
Payments for property, plant and equipment
Payments for intangibles
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from new share issue
Capital raising costs (net of GST)
Proceeds of borrowings
Repayment of borrowings
Net cash (outflow) inflow from financing activities
24,536
(199,290)
(2,400)
(177,154)
5,100,000
(655,840)
597,000
‐
5,041,160
‐
(7,822)
(3,280)
(11,102)
‐
‐
‐
345,000
345,000
Net increase/(decrease) in cash held
Cash and cash equivalents at the beginning
Cash and cash equivalents at the end of the year
2,317,624
571,366
2,888,990
(143,505)
714,870
571,365
The above statement of cash flows should be read in conjunction with the accompanying notes.
Page | 27
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Note 1: Statement of Significant Accounting Policies
The financial statements cover the Company of MedAdvisor Limited. MedAdvisor Limited is a listed public
company limited by shares, incorporated and domiciled in Australia.
The financial statements were authorized for issue on the 19 September 2016 by the Directors of the Company.
Basis of preparation
The financial statements are general purpose financial statements that have been prepared in accordance with
Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the
Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The Company is a for‐profit entity for
financial reporting purposes under Australian Accounting Standards.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial
statements containing relevant and reliable information about transactions, events and conditions. Compliance
with Australian Accounting Standards ensures that the financial statements and notes also comply with International
Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of
these financial statements are presented below and have been consistently applied unless otherwise stated.
The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where
applicable, by the measurement at fair value of selected non‐current assets, financial assets and financial liabilities.
Going concern basis of accounting
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and discharge of liabilities in the normal course of business.
As disclosed in the financial statements, the consolidated entity incurred a loss of $3,071,062 (2015: $546,123 loss)
and had net cash outflows from operating activities of $2,546,382 (2015: $447,403 outflow) for the year ended 30
June 2016.
These factors indicate a material uncertainty which may cast significant doubt over the ability of the consolidated
entity to continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in
the normal course of business and at the amounts stated in the financial report.
The Directors believe there are reasonable grounds to believe the consolidated entity will be able to continue as a
going concern, after consideration of the following factors:
As set out in Note 28, the company has recently entered into an agreement to acquire Health Enterprises 2
Pty Ltd (Healthnotes). The company will undertake a placement to raise at least $6,000,000 to be completed
under a prospectus. The company has determined that $2,000,000 of the funds raised will be used to cover
future operating requirements and fund expansion plans;
The ability to raise further capital from equity markets as required, with $5,000,000 already raised through a
share placement at the time of the re‐compliance listing during the year as well as a further $1,146,866 raised
by way of convertible notes prior to the re‐listing of the company; and
At 30 June 2016, the consolidated entity’s current assets were $2,244,479 in excess of its current liabilities
and net assets were $2,464,428.
Page | 28
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Accordingly, the Directors believe that the consolidated entity will be able to continue as a going concern and that it
is appropriate to adopt the going concern basis in the preparation of the financial report.
The financial report does not include any adjustments relating to the amounts or classification of recorded assets or
liabilities that might be necessary if the consolidated entity does not continue as a going concern.
Accounting Policies
(a)
Principles of Consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the parent
MedAdvisor Limited and all of the subsidiaries. Subsidiaries are entities the parent controls. The parent controls an
entity when it 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. A list of controlled entities is contained in Note 6 of the
Financial Statements.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from
the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date
that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between
Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and
adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non‐controlling
interests”. The Group initially recognises non‐controlling interests that are present ownership interests
in
subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair
value or at the non‐controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial
recognition, non‐controlling interests are attributed their share of profit or loss and each component of other
comprehensive income. Non‐controlling interests are shown separately within the equity section of the statement
of financial position and statement of comprehensive income.
(b)
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the
same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is
responsible for the allocation of resources to operating segments and assessing their performance.
(c)
Revenue recognition
Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the
revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.
License fees
License fees are charged for the use of the MedAdvisor platform and the revenue recognized at the point at which
the customer has agreed to the terms and conditions of use of the platform and installs the interface on their
computer equipment and is able to benefit from and be rewarded for the use of the platform.
Rendering of services
Rendering of services revenue from computer maintenance fees is recognised by reference to the stage of
completion of the contracts. Stage of completion is measured by reference to labour hours incurred to date as a
percentage of total estimated labour hours for each contract. Where the contract outcome cannot be reliably
estimated, revenue is only recognised to the extent of the recoverable costs incurred to date.
Page | 29
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating
the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective
interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
(d)
Income tax
The income tax expense (revenue) for the period comprises current income tax expense (income) and deferred tax
expense (income).
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax
liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant
taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the
year as well unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or
loss when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where
amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised
from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on
accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the
asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the
reporting period. Their measurement also reflects the manner in which management expects to recover or settle
the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint
ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary
difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set‐off exists and it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax
assets and liabilities are offset where a legally enforceable right of set‐off exists, the deferred tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable
entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and
liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to
be recovered or settled.
(e)
Current and non‐current classification
Assets and liabilities are presented in the statement of financial position based on current and non‐current classification.
Page | 30
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realized within
12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used
to settle a liability for at least 12 months after the reporting period. All other assets are classified as non‐current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it
is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non‐current.
Deferred tax assets and liabilities are always classified as non‐current.
(f)
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with banks and other short‐term highly liquid
investments with original maturities of three months or less.
(g)
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any provision for impairment. Trade receivables are generally due for settlement
within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are
written off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when
there is objective evidence that the consolidated entity will not be able to collect all amounts due according to the
original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy or financial reorganisation and default or delinquency in payments (more than 60 days overdue) are
considered indicators that the trade receivable may be impaired. The amount of the impairment allowance is the
difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at
the original effective interest rate. Cash flows relating to short‐term receivables are not discounted if the effect of
discounting is immaterial.
Other receivables are recognised at amortised cost, less any provision for impairment.
(h)
Work in progress
Work in progress on services contract’s in progress comprises the cost of labour directly related to the performance
of the contract plus any other direct costs incurred in delivering the contract services.
(i)
Plant and equipment
Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation
and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the
estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable
amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment
losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators
are present (refer to Note 1l for details of impairment).
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash
flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have
been discounted to their present values in determining recoverable amounts.
Page | 31
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Company and the cost of
the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss
during the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold land,
is depreciated over the asset’s useful life to the Company commencing from the time the asset is held ready for use.
Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the
estimated useful lives of the improvements.
The depreciation rates and method of deprecation is as follows:
Office equipment – diminishing value at 30% p.a.
Office furniture – straight line at 20% p.a.
Leasehold improvements – straight line over the unexpired period of the lease
(j)
Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement
and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset
or assets and the arrangement conveys a right to use the asset.
A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all
the risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor
effectively retains substantially all such risks and benefits.
Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if
lower, the present value of minimum lease payments. Lease payments are allocated between the principal
component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining
balance of the liability.
Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the
asset's useful life and the lease term if there is no reasonable certainty that the consolidated entity will obtain
ownership at the end of the lease term.
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight‐
line basis.
(k)
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair
value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite
life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life
intangible assets are subsequently measured at cost less amortization and any impairment. The gains or losses
recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference
between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite
life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are
accounted for prospectively by changing the amortization method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for
impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is
carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are
Page | 32
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
not subsequently reversed.
Patents and trademarks
Significant costs associated with patents and trademarks are deferred and amortised on a straight‐line basis over the
period of their expected benefit, being their finite life of 10 years.
(l)
Impairment of assets
At the end of each reporting period, the Company assesses whether there is any indication that an asset may be
impaired. The assessment will include the consideration of external and internal sources of information including
dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre‐acquisition
profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable
amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s
carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately
in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g. in
accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a
revalued asset is treated as a revaluation decrease in accordance with that other Standard.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the cash‐generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets
not yet available for use.
(m)
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the
financial year and which are unpaid. Due to their short‐term nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
(n)
Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of
a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the reporting date, taking into account the risks and
uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a
current pre‐tax rate specific to the liability. The increase in the provision resulting from the passage of time is
recognised as a finance cost.
(o)
Employee benefits
Short‐term employee benefits
Liabilities for wages and salaries, including non‐monetary benefits, annual leave and long service leave expected to
be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when
the liabilities are settled.
Other long‐term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting
date are measured as the present value of expected future payments to be made in respect of services provided by
employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of
employee departures and periods of service. Expected future payments are discounted using market yields at the
reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Page | 33
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Share‐based payments
Equity‐settled and cash‐settled share‐based compensation benefits are provided to employees.
Equity‐settled transactions are awards of shares, or options over shares, that are provided to employees in exchange
for the rendering of services. Cash‐settled transactions are awards of cash for the exchange of services, where the
amount of cash is determined by reference to the share price.
The cost of equity‐settled transactions is measured at fair value on grant date. Fair value is independently determined
using either the Binomial or Black‐Scholes option pricing model that takes into account the exercise price, the term
of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying
share, the expected dividend yield and the risk free interest rate for the term of the option, together with non‐vesting
conditions that do not determine whether the consolidated entity receives the services that entitle the employees
to receive payment. No account is taken of any other vesting conditions.
The cost of equity‐settled transactions is recognised as an expense with a corresponding increase in equity over the
vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award,
the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The
amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less
amounts already recognised in previous periods.
The cost of cash‐settled transactions is initially, and at each reporting date until vested, determined by applying
either the Binomial or Black‐Scholes option pricing model, taking into consideration the terms and conditions on
which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as
follows:
during the vesting period, the liability at each reporting date is the fair value of the award at that date
multiplied by the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the
liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash‐settled transactions is the cash
paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market
conditions are considered to vest irrespective of whether or not that market condition has been met, provided all
other conditions are satisfied.
If equity‐settled awards are modified, as a minimum an expense is recognised as if the modification has not been
made. An additional expense is recognised, over the remaining vesting period, for any modification that increases
the total fair value of the share‐based compensation benefit as at the date of modification.
If the non‐vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the
condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee
and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining
vesting period, unless the award is forfeited.
If equity‐settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining
expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled
and new award is treated as if they were a modification.
Page | 34
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
(p)
Fair value measurement
When an asset or liability, financial or non‐financial, is measured at fair value for recognition or disclosure purposes,
the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date; and assumes that the transaction will take place
either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non‐financial assets, the fair value measurement is based on
its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the
use of unobservable inputs.
(q)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
(r)
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition‐date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any
non‐controlling interest in the acquiree. For each business combination, the non‐controlling interest in the acquiree
is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition
costs are expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed
for appropriate classification and designation in accordance with the contractual terms, economic conditions, the
consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisition‐
date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity
interest in the acquiree at the acquisition‐date fair value and the difference between the fair value and the previous
carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition‐date fair value.
Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised
in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is
accounted for within equity.
The difference between the acquisition‐date fair value of assets acquired, liabilities assumed and any non‐controlling
interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre‐existing
investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre‐existing fair value
is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the
difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition‐date, but only after a
reassessment of the identification and measurement of the net assets acquired, the non‐controlling interest in the
acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the
provisional amounts recognised and also recognises additional assets or liabilities during the measurement period,
based on new information obtained about the facts and circumstances that existed at the acquisition‐date. The
Page | 35
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the
acquirer receives all the information possible to determine fair value.
(s)
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of MedAdvisor Limited,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary
shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the
financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares assumed to have been issued for no consideration in relation to
dilutive potential ordinary shares.
(t)
Financial instruments
Recognition
Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related
contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out
below.
Loans and receivables
Loans and receivables are non‐derivative financial assets with fixed or determinable payments that are not quoted in
an active market and are stated at amortised cost using the effective interest rate method.
Financial liabilities
Non‐derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments
and amortization.
(u)
Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or
as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement
of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax
authority.
Page | 36
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
(v)
New standards and interpretations issued but not yet effective
At the date of this financial report the following standards and interpretations, which may impact the entity in the
period of initial application, have been issued but are not yet effective. Other than changes to disclosure formats, it is
not expected that the initial application of these new standards in the future will have any material impact on the
financial report.
Reference
Title
Summary
AASB 2010‐7
Amendments to Australian
Accounting Standards arising
from AASB 9 (December 2010)
AASB 14
Regulatory Deferral Accounts
AASB 1057
Application of Australian
Accounting Standards
AASB
2014‐1 D
Amendments to Australian
Accounting Standards
Amends AASB 1, 3, 4, 5, 7, 101, 102,
108, 112, 118, 120, 121, 127, 128,
131, 132, 136, 137, 139, 1023 &
1038 and Interpretations 2, 5, 10, 12,
16, 19, 107 & 127 for issuance of
AASB 9.
This Standard permits first‐time
adopters to recognise amounts
related to rate regulation in
accordance with their previous GAAP
requirements, when first adopting
IFRS.
The AASB moved application
paragraphs in all Australian
Accounting Standards to this new
standard, in order to maintain
consistency with the layout of IFRS
standards.
Part D of AASB 2014‐ 1 makes
amendments to AASB 1 First‐time
Adoption of Australian Accounting
Standards, which arise from the
issuance of AASB 14 Regulatory
Deferral Accounts in June 2014.
AASB 2014‐3
Amendments to Australian
Accounting Standards –
Accounting for Acquisitions of
Interests in Joint Operations
This Standard amends AASB 11 to
provide guidance on the accounting
for acquisitions of interests in joint
operations in which the activity
constitutes a business.
Application date
(financial years
beginning)
1 January 2018
1 January 2016
1 January 2016
1 January 2016
1 January 2016
Page | 37
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Reference
Title
Summary
AASB 2014‐4
Amendments to Australian
Accounting Standards –
Clarification of Acceptable
Methods of Depreciation and
Amortisation
AASB 2014‐6
Amendments to Australian
Accounting Standards –
Agriculture: Bearer Plants
AASB 2014‐9
Amendments to Australian
Accounting Standards – Equity
Method in Separate Financial
Statements
AASB 2014‐10 Amendments to Australian
Accounting Standards – Sale or
Contribution of Assets
between an Investor and its
Associate or Joint Venture
AASB 2015‐1
AASB 2015‐2
Amendments to Australian
Accounting Standards –
Annual Improvements to
Australian Accounting
Standards 2012‐2014 Cycle
Amendments to Australian
Accounting Standards –
Disclosure Initiative:
Amendments to AASB 101
This Standard amends AASB 116 and
AASB 138 to establish the principle
for the basis of depreciation and
amortisation as being the expected
pattern of consumption of the future
economic benefits of an asset, and
to clarify that revenue is generally
presumed to be an inappropriate
basis for that purpose.
This amending standard defines
bearer plants, and requires bearer
plants to be accounted for as
property, plant and equipment
within the scope of AASB 116
Property, Plant and Equipment.
This amending standard allows
entities to use the equity method of
accounting for investments in
subsidiaries, joint ventures and
associates in their separate financial
statements.
This amending standard requires a
full gain or loss to be recognised
when a transaction involves a
business (even if the business is not
housed in a subsidiary), and a partial
gain or loss to be recognised when a
transaction involves assets that do
not constitute a business (even if
those assets are housed in a
subsidiary).
The Standard makes amendments to
various Australian Accounting
Standards arising from the IASB’s
Annual Improvements process, and
editorial corrections.
The Standard makes amendments to
AASB 101 Presentation of Financial
Statements arising from the IASB’s
Disclosure Initiative project.
Application date
(financial years
beginning)
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2016
Page | 38
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Reference
Title
Summary
This Standard makes amendments to
AASB 10, AASB 12 and AASB 128
arising from the IASB’s narrow scope
amendments associated with
Investment Entities.
This Standard inserts scope
paragraphs into AASB 8 Operating
Segments and AASB 133 Earnings Per
Share, as the AASB inadvertently
deleted the scope details from AASB
8 and AASB 133 when moving the
application paragraphs to AASB 1057
Application of Australian Accounting
Standards.
This Standard defers the application
of the Sale or Contribution of Assets
between an Investor and its
Associate or Joint Venture
amendments to AASB 10 and AASB
128 to
1 January 2018.
This Standard defers the effective
date of AASB 15 Revenue from
Contracts with Customers to 1
January 2018.
It contains a single model for
contracts with customers based on a
five‐step analysis of transactions for
revenue recognition, and two
approach, a single time or over time,
for revenue recognition.
AASB 2015‐5
Amendments to Australian
Accounting Standards –
Investment Entities: Applying
the Consolidation Exception
AASB 2015‐9
Amendments to Australian
Accounting Standards – Scope
and Application Paragraphs
AASB 2015‐10 Amendments to Australian
Accounting Standards –
Effective Date of Amendments
to AASB 10 and AASB 128
AASB 2015‐8
Amendments to Australian
Accounting Standards –
Effective Date of AASB 15
AASB 15
Revenue from Contracts with
Customers
AASB 2014‐5
Amendments to Australian
Accounting Standards arising
from AASB 15
AASB 9
Financial Instruments
Application date
(financial years
beginning)
1 January 2016
1 January 2016
1 January 2016
1 January 2017
1 January 2018
Consequential amendments arising
from the issuance of AASB 15.
1 January 2018
1 January 2018
This Standard supersedes both AASB
9 (December 2010) and AASB 9
(December 2009) when applied. It
introduces a “fair value through
other comprehensive income”
category for debt instruments,
contains requirements for
impairment of financial assets, etc.
Page | 39
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Reference
Title
Summary
AASB 2014‐7
Amendments to Australian
Accounting Standards arising
from AASB 9 (December 2014)
Consequential amendments arising
from the issuance of AASB 9
AASB 16
Leases
AASB 16 sets out the principles for
the recognition, measurement,
presentation and disclosure of
leases.
This standard removes the current
distinction between operating and
financing leases and requires
recognition of an asset (the right to
use the leased item) and a financial
liability to pay rentals for almost all
lease contracts, effectively resulting
in the recognition of almost all leases
on the statement of financial
position.
The accounting by lessors, however,
will not significantly change.
AASB 2016‐1
Amendments to Australian
Accounting Standards –
Recognition of Deferred Tax
Assets for Unrealised Losses
[AASB 112]
2016‐1 clarifies the accounting
requirements on recognition of
deferred tax assets for unrealised
losses on debt instruments
measured at fair value.
AASB 2016‐2
Amendments to Australian
Accounting Standards –
Disclosure Initiative:
Amendments to AASB 107
This Standard amends AASB 107 to
require entities preparing financial
statements in accordance with Tier 1
reporting requirements to provide
disclosures that enable users of
financial statements to evaluate
changes in liabilities arising from
financing activities, including both
changes arising from cash flows and
non‐cash changes.
Application date
(financial years
beginning)
1 January 2018
1 January 2019
1 January 2017
1 January 2017
Page | 40
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Reference
Title
Summary
AASB 2016‐3
Amendments to Australian
Accounting Standards ––
Clarifications to AASB 15
2016‐ 3 amends AASB 15 to clarify
the requirements on identifying
performance obligations, principal
versus agent considerations and the
timing of recognising revenue from
granting a licence. In addition, it
provides further practical expedients
on transition to AASB 15.
Application date
(financial years
beginning)
1 January 2018
(w)
Comparative figures
Where required by Accounting standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
Note 2: Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts in the financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its
judgements, estimates and assumptions on historical experience and on other various factors, including expectations
of future events, management believes to be reasonable under the circumstances. The resulting accounting
judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to
the respective notes) within the next financial year are discussed below.
Share‐based payment transactions
The consolidated entity measures the cost of equity‐settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined by using either
the Binomial or Black‐Scholes model taking into account the terms and conditions upon which the instruments were
granted. The accounting estimates and assumptions relating to equity‐settled share‐based payments would have no
impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit
or loss and equity.
Impairment of non‐financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non‐financial assets other than goodwill and other indefinite life
intangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to the
particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is
determined. This involves fair value less costs of disposal or value‐in‐use calculations, which incorporate a number
of key estimates and assumptions.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it
is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Page | 41
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Note 3: Earnings per share
Both the basic and diluted loss per share have been calculated using the loss attributable to shareholders of
MedAdvisor Limited as the numerator, i.e. no adjustments to profits were necessary during the year ended 30 June
2016.
Consolidated
Jun‐16
$
Jun‐15
$
(3,071,062)
(546,123)
Cents
(0.55)
(0.55)
Cents
(0.45)
(0.45)
559,911,702
120,512,821
23,374,932
498,630
‐
583,785,264
120,512,821
Earning per share for loss from continuing operations
of MedAdvisor Limited
Loss for the year
Basic loss per share
Diluted loss per share
Weighted average number of ordinary shares
Weighted average number of ordinary shares used in
calculating basic earnings per share
Adjustment for calculation of diluted earnings per share
Options over ordinary shares
Performance rights vested but not exercised
Note 4: Issued Capital
a. Fully paid ordinary shares
Ordinary shares fully paid
686,986,688
120,512,821
6,508,117
1,622,436
Jun‐16
Shares
Jun‐15
Shares
Jun‐16
$
Jun‐15
$
Page | 42
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Movements in ordinary share capital
Date
# of shares
Issue price
$
Balance
Issue of success shares
Share issue transaction costs, net of tax
01‐Jul‐14
02‐Apr‐15
02‐Apr‐15
117,500,000
3,012,821
$
0.1000
‐
Balance
30‐Jun‐15
120,512,821
Issue of top up shares
01‐Jul‐15
24,273,505
Issue of additional shares pursuant to
share split of 2.625:1
12‐Nov‐15
235,277,779
1,622,436
301,282
(301,282)
1,622,436
‐
‐
Issue of shares to CEO
25‐Sep‐15
5,000,000
$
0.0200
100,000
Shares on issue to Exalt Resources Limited
shareholders at the date of the reverse
takeover
Issue of shares on relisting of MedAdvisor
Limited
Issue of shares as compensation for services
rendered
MedAdvisor International Pty Ltd Note
Conversions
Exalt Resources Limited Note Conversions
Share issue transaction costs, net of tax
b.
Performance shares
25‐Sep‐15
85,250,406
‐
28‐Sep‐15
166,666,667
$
0.0300
5,000,000
12‐Nov‐15
1,000,000
$
0.0300
30,000
12‐Nov‐15
12‐Nov‐15
12‐Nov‐15
39,250,014
9,755,497
$
$
0.0240
0.0210
‐
686,986,688
942,000
204,866
(1,391,185)
6,508,117
Balance
Balance
Founder performance shares1
Peloton Capital Pty Ltd performance shares2
Macmillan Gold Associates Pty Ltd3
Balance
Date
01‐07‐14
30‐06‐15
25‐09‐15
25‐09‐15
25‐09‐15
30‐06‐16
Issued
#
‐
‐
170,000,000
25,000,000
55,000,000
250,000,000
1 Founder performance shares will convert to ordinary shares upon satisfaction of any one of the following milestones:
50% of the founder performance shares shall convert upon the “MedAdvisor Platform” being activated at 2,500 pharmacies within a
period of 2 years from the issue of the founder performance shares; and
50% of the founder performance shares shall convert upon the Company receiving annualised revenue from the MedAdvisor business
(calculated over two consecutive calendar quarters) of no less than $5,000,000, within a period of 3 years from the issue of the founder
performance shares.
At the date of this report no founder performance shares were eligible to be converted or had been converted to ordinary shares.
2 Peloton Capital Pty Ltd performance shares will convert to ordinary shares upon satisfaction of any one of the following milestones:
Page | 43
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
50% of the Peloton performance shares shall convert upon the “MedAdvisor Platform” being activated at 2,500 pharmacies within a
period of 2 years from the issue of the Peloton performance shares; and
50% of the Peloton performance shares shall convert upon the Company receiving annualised revenue from the MedAdvisor business
(calculated over two consecutive calendar quarters) of no less than $5,000,000, within a period of 3 years from the issue of the Peloton
performance shares.
At the date of this report no Peloton performance shares were eligible to be converted or had been converted to ordinary shares.
3Macmillan Gold Pty Ltd performance shares will convert to ordinary shares upon satisfaction of any one of the following milestones:
5,000,000 MMG performance shares shall convert upon the achievement of the following milestones:
(i) MMG will assist MedAdvisor in the development of the MedAdvisor Home Medication Review platform by facilitating an
advisory panel of no less than eight experienced and reputable medical practitioners, and
(ii)
Following development and testing of the MedAdvisor Home Medication Review platform, MMG will facilitate a Pilot Study of
no less than forty experienced and reputable medical practitioners to test the commercial and technical feasibility of viability
MedAdvisor Home Medication Review platform, and
(iii) MMG will assist Peloton Capital Pty Ltd to raise between $750,000 and $1,000,000 from third parties through a subscription for
Convertible Notes in MedAdvisor International Pty Ltd prior to the commencement of the Pilot Study.
50,000,000 MMG performance shares shall convert upon the achievement of the following gross revenue
generated by MedAdvisor from the commercialization of the MedAdvisor Home Medication Review platform:
Revenue
Target
Shares to
be Issued
Aggregate
shares issued
$
1,000,000
10,000,000
10,000,000
$
2,000,000
10,000,000
20,000,000
$
4,000,000
12,500,000
32,500,000
$
7,000,000
17,500,000
50,000,000
At the date of this report no MMG performance shares were eligible to be converted or had been converted to
ordinary shares.
c.
Read rights
Balance
Balance
Employment rights
Performance rights
Balance
Date
01‐07‐14
30‐06‐15
25‐09‐15
25‐09‐15
30‐06‐16
Issued
#
‐
‐
5,000,000
37,500,000
42,500,000
Vested
#
Balance
#
‐
‐
‐
‐
1,000,000
‐
1,000,000
4,000,000
37,500,000
41,500,000
The Read Rights will vest on the achievement of the following milestones:
Continuous Service:
6 months service
18 months service
Operative
Date
31‐Dec‐15
31‐Dec‐16
# of
Rights
1,000,000
1,000,000
Page | 44
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
36 months service
48 months service
60 months service
Total employment related rights
30‐Jun‐18
30‐Jun‐19
30‐Jun‐20
1,000,000
1,000,000
1,000,000
5,000,000
At the date of this report 1,000,000 employment related rights have vested but have not been exercised by Mr Read.
Performance targets:
Revenue targets ‐
$5,000,000
$6,500,000
$8,000,000
Activated patients targets ‐
500,000
750,000
1,000,000
Active medical practitioner targets ‐
2,500
3,750
5,000
Performance related rights
Latest
Date
# of
Rights
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
30‐Nov‐18
5,000,000
5,000,000
2,500,000
12,500,000
5,000,000
5,000,000
2,500,000
12,500,000
5,000,000
5,000,000
2,500,000
12,500,000
37,500,000
The Read performance rights are cumulative upon achievement of each of the performance milestones. At the date
of this report no Read performance rights were eligible to be vested or had been vested.
d.
Options over unissued shares
Balance
Balance
Bennetto options1
Peloton options2
Lapsed options
Read rights vested3
Employee incentive options4
Balance
Date
01‐07‐14
30‐06‐15
12‐11‐15
18‐12‐15
31‐12‐15
31‐12‐15
15‐04‐16
30‐06‐16
Issued
#
16,008,568
16,008,568
10,000,000
25,000,000
(16,008,568)
1,000,000
9,050,000
45,050,000
Page | 45
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
1 Bennetto unlisted options are exercisable at $0.03 and expire 11 November 2018.
2 Peloton unlisted options are exercisable at $0.03 and expire 17 December 2018
3 Read unquoted employment rights are exercisable at no cost and have vested and are exercisable immediately
4 Employee incentive plan options are unquoted will vest in accordance with the rules of the plan. The current options on issue will expire
14 April 2031. At the date of this report no Employee incentive options have vested and 350,000 have been cancelled due to employee
terminations.
e.
Capital management
Management’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns
to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that
ensures the lowest cost of capital available to the entity.
Management adjusts the capital structure to the extent possible to take advantage of favourable costs of capital or
high returns on assets. As the market is constantly changing, management may change the amount of dividends to
be paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Company is not subject to any externally imposed capital requirements, nor does it focus on obtaining debt as a
key capital management tool.
Note 5: Reserves
Share options reserve
Balance
Elimination of pre acquisition reserves on reverse takeover of parent
Value of Peloton options
Value of Bennetto options
Value of Employee Incentive options
Value of Read rights
Note 6: Controlled entity
01‐07‐14
30‐06‐15
12‐11‐15
25‐09‐15
12‐11‐15
30‐06‐16
30‐06‐16
$
178,468
178,468
(178,468)
310,000
118,086
19,174
168,654
615,914
Name of controlled entity:
MedAdvisor International Pty Ltd
Date on which controlled gained
12 November 2015
(ACN: 161 366 589)
Additional information
The acquisition of 100% of the issued capital of MedAdvisor International Pty Ltd
is considered to be a reverse takeover under accounting standards, as such the
figures in this financial report include the activities of MedAdvisor Limited since
the date of the reverse acquisition of MedAdvisor International Pty Ltd as well
as the activities of MedAdvisor International Pty Ltd for the financial year ended
30 June 2016.
Page | 46
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Note 7: Reverse acquisition accounting
On 12 November 2015, MedAdvisor International Pty Ltd original shareholders obtained a majority share interest in
MedAdvisor Limited (formerly known Exalt Resources Limited) after a reverse acquisition transaction.
This transaction did not meet the definition of a business combination in AASB 3 ‘Business Combinations’ as the net
assets that existed within Exalt Resources Limited as at the date of acquisition did not represent a 'business' (as
defined by AASB 3). The transaction has therefore been accounted for in the consolidated financial statements by
reference to the accounting requirements of AASB 2 ‘Share‐based payment’ and AASB 3, as a deemed issue of shares
which is, in effect, a share‐based payment transaction whereby MedAdvisor International Pty Ltd original
shareholders have acquired the net assets of MedAdvisor Limited (formerly known Exalt Resources Limited),
together with the listing status of MedAdvisor Limited.
The consolidated financial statements represent a continuation of the financial statements of MedAdvisor
International Pty Ltd. The following principles and guidance on the preparation and presentation of consolidated
financial statements in a reverse acquisition set out in AASB 3 have been applied:
fair value adjustments arising at acquisition were made to MedAdvisor Limited (formerly known Exalt
Resources Limited) assets and liabilities, not those of MedAdvisor International Pty Ltd;
the cost of the acquisition, and amount recognised as issued capital to affect the transaction, is based on
the value of the notional amount of shares that MedAdvisor International Pty Ltd would have needed to
issue shareholders of Exalt Resources Limited to acquire the same shareholding percentage in MedAdvisor
Limited at the acquisition date;
retained earnings and other equity balances in the consolidated financial statements at acquisition date are
those of MedAdvisor International Pty Ltd;
an in‐substance share‐based payment transaction arises whereby MedAdvisor International Pty Ltd is
deemed to have issued shares in exchange for the net liabilities of MedAdvisor Limited (together with the
listing status of MedAdvisor Limited). The listing status does not qualify for recognition as an intangible
asset. The excess of the value of consideration deemed to have been paid over the fair value of the net
liabilities acquired has therefore, been expensed in profit or loss as a share based payment listing expense;
the equity structure in the consolidated financial statements (the number and type of equity instruments
issued) at the date of the acquisition reflects the equity structure of MedAdvisor Limited, including the
equity instruments issued by MedAdvisor Limited to effect the acquisition;
the results for the year ended 30 June 2016 comprise the consolidated results for the entire year of
MedAdvisor International Pty Ltd together with the results of MedAdvisor Limited from 12 November 2015;
and
the comparative result represents the consolidated financial year results of MedAdvisor International Pty
Ltd only.
Note 8: Acquisition share based payments expense
On 12 November 2015, Exalt Resources Limited acquired 100% of the share capital of the MedAdvisor International
Pty Ltd. MedAdvisor Limited (formerly known Exalt Resources Limited) issued 385,064,105 shares to the original
shareholders of MedAdvisor International Pty Ltd. The issue of shares resulted in the MedAdvisor International Pty
Ltd original shareholders holding a majority share interest in MedAdvisor Limited (formerly known Exalt Resources
Limited).
This transaction has been accounted for as a share‐based payment in accordance with AASB2 ‘Share‐ based
payment’ and the consolidated financial statements represent a continuation of the financial statements of
MedAdvisor International Pty Ltd. The consolidated comparative numbers represent those of the consolidated
MedAdvisor International Pty Ltd operations and not those of MedAdvisor Limited (formerly known Exalt Resources
Limited) operations.
Page | 47
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
The following table represents the assets and liabilities of Exalt Resources Limited that were acquired on its
acquisition by MedAdvisor International Pty Ltd:
Net liabilities of Exalt Resources Limited at 12 November 2015 (Adjusted for
capital raising costs relating to MedAdvisor Limited capital raising).
Assessed fair value of a listed shell in accordance with the mid‐point value
adopted in the Independent Expert's Report accompanying the notice to
shareholders to approve the acquisition of MedAdvisor International Pty Ltd by
Exalt Resources Limited.
Notional value of Exalt Resources Limited at 12 November 2015
$
(319,767)
150,000
$ (169,767)
The following table represents the share based payment expensed to profit or loss on the acquisition by MedAdvisor
International Pty Ltd:
Issued share capital of Exalt Resources Limited as at 12 November 2015:
Ordinary shares
Number of shares issued as consideration for the acquisition of MedAdvisor
International Pty Ltd
Percentage ownership of Exalt Resources Limited by MedAdvisor International
Pty Ltd shareholders:
81.87% ownership of the Notional value of Exalt Resources Limited as at 12
November 2015:
Less:
Net liabilities of Exalt Resources Limited at 12 November 2015 (Adjusted for
capital raising costs relating to MedAdvisor Limited capital raising).
Excess of notional consideration over net liabilities acquired – expensed to
the income statement as a listing expense
Note 9: Operating segments
#
85,250,406
385,064,105
81.87%
(138,995)
(319,767)
$ 180,772
The Board has determined that the Company presently has two reporting segments. The first being the business
activities of the MedAdvisor medication management and adherence platform and the second being the corporate
function associated with being an ASX listed company. The Board monitors the Company based on actual versus
budgeted revenue and expenditure incurred. This internal reporting framework is the most relevant to assist the
Board with making decisions regarding the Company and its ongoing activities.
Page | 48
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Segment revenues
2016
MedAdvisor
Corporate
Total
1,762,429
56
1,762,485
Segment operating loss
(2,446,490)
(624,572)
(3,071,062)
Segment assets
Total assets
Segment liabilities
Total liabilities
Net assets
3,598,587
3,598,587
1,173,856
1,173,856
47,201
47,201
7,504
7,504
3,645,788
3,645,788
1,181,360
1,181,360
2,424,730
39,698
2,464,428
The Net Loss of $624,572 attributed to Corporate includes the following non‐cash expenses:
a charge of $180,772 which is classified as a Listing Cost and has resulted from the application of
AASB 2 'Share‐based payments' (refer Note 8 above)
share based executive and employee’s remuneration of $187,828.
Segment revenues
Segment operating loss
Segment assets
Total assets
Segment liabilities
Total liabilities
Net assets
2015
MedAdvisor
Corporate
Total
1,904,456
(546,123)
821,897
821,897
788,003
788,003
33,895
‐
‐
‐
‐
‐
‐
‐
1,904,456
(546,123)
821,897
821,897
788,003
788,003
33,895
Page | 49
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Note 10: Revenues
a. From continuing operations
Sale of services
License Fee ‐ Actavis Agreement (non recurring)
b. Other Revenue
Interest received
Sundry income ‐ R&D Tax Concession
Total revenues
Note 11: Expenses
Profit (loss) before income tax from continuing operation
includes the following specific expenses:
a. Direct costs
Distributions costs under previous GuildLink Agreement
Distributions costs under current GuildLink Agreement
Direct transaction costs
Direct costs of sms services
Managed services costs for the MedAdvisor Platform
b. Employee Benefits Expenses:
Development
Marketing
Administration
Governance
Share based employee remuneration
Consolidated
Jun‐16
$
Jun‐15
$
1,425,781
‐
1,425,781
55,489
281,214
336,704
1,145,712
500,000
1,645,712
17,611
241,133
258,744
1,762,485
1,904,456
186,129
131,487
11,210
1,177
52,520
382,523
921,617
688,859
508,155
148,058
187,828
2,454,517
531,069
‐
50,000
‐
52,966
634,035
702,275
196,686
106,858
3,051
‐
1,008,870
Page | 50
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
c. Depreciation
Leasehold improvements
Office equipment
Office furniture
Total depreciation
Amortization
Copyrights
Total amortization
d. Finance costs
Interest and finance charges paid/payable
Other bank charges
Share based listing costs (Note 8)
Other listing costs
e. Rental expenses on operating leases
Minimum lease payments
f. Superannuation expense
16,123
4,032
4,665
24,820
‐
9,000
9,000
33,820
4,866
3,960
180,772
21,384
210,981
‐
812
‐
812
‐
9,000
9,000
9,812
‐
5,534
‐
‐
5,534
165,084
47,808
Defined contribution superannuation expense
195,093
112,981
Note 12: Income tax expense
a. Tax expense/(income) comprises:
Current tax
Deferred tax
‐
‐
‐
‐
‐
‐
b. The prima facie tax on profit / (loss) before income tax is
reconciled to the income tax as follows:
Profit / (loss) from continuing operations
(3,071,062)
(546,123)
Prima facie tax payable on profit / (loss)
from ordinary activities before income
tax at 30% (2015: 30%)
(921,319)
(163,837)
Page | 51
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Less:
Tax effect of:
‐ deferred tax assets not brought to account
Income tax expense / (benefit) attributable to entity
921,319
163,837
‐
‐
The applicable weighted average tax rates are as follows:
0%
0%
The value of deferred tax assets which have not been
recognised in the statement of financial position
1,397,882
476,563
Note 13: Auditors remuneration
During the year the following fees were paid or payable for services provided by
the auditor.
Audit and review of financial report
Other Services
Note 14: Cash and cash equivalents
Cash on hand
Cash at bank
Note 15: Trade and other receivables
Trade debtors
Other debtors
46,000
15,500
61,500
303
2,888,687
2,888,990
18,900
‐
18,900
203
571,163
571,366
307,111
1,897
309,008
61,215
25,777
86,992
Impairment of receivables
The consolidated entity has not recognised a loss in the profit or loss in respect of impairment of receivables for the
year ended 30 June 2016
Past due but not impaired
Customers with balances past due but without provision for impairment of receivables amount to $24,535 as at 30
June 2016 (Nil as at 30 June 2015).
The consolidated entity did not consider a credit risk on the aggregate balances after reviewing the credit terms of
customers based on recent collection practices.
Page | 52
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
The ageing of the past due but not impaired receivables are as follows:
0 to 3 months overdue
Note 16: Other assets
Exploration bonds
Prepayments
Work in progress
Note 17: Property, plant and equipment
Office equipment at cost
Less: Accumulated depreciation
Leasehold improvements at cost
Less: Accumulated depreciation
Office furniture at cost
Less: Accumulated depreciation
24,535
20,000
173,328
14,786
208,114
34,246
4,844
29,402
124,848
16,123
108,725
34,074
4,665
29,409
‐
‐
74,864
‐
74,864
10,747
812
9,935
‐
‐
‐
‐
‐
‐
Total property, plant and equipment
167,536
9,935
Reconciliation of written down values at the beginning and end of the current and previous financial year:
Balance at 1 July 2014
Additions
Depreciation
Balance 30 June 2015
Additions
Depreciation
Balance 30 June 2016
Office
Leasehold
Office
Equipment
Improvements
Furniture
Total
‐
10,747
(812)
9,935
23,499
(4,032)
29,402
‐
‐
‐
‐
124,848
(16,123)
108,725
‐
‐
‐
‐
34,074
(4,665)
29,409
‐
10,747
(812)
9,935
182,421
(24,820)
167,536
Page | 53
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Note18: Intangible assets
Intellectual property at cost
Less: Accumulated amortization
99,140
27,000
72,140
96,740
18,000
78,740
Reconciliation of written down values at the beginning and end of the current and previous financial year:
Balance at 1 July 2014
Additions
Amortization
Balance 30 June 2015
Additions
Amortization
Balance 30 June 2016
Note 19: Trade and other payables
Trade creditors
Other creditors & accruals
Note 20: Net income in advance
Gross pharmacy subscriptions in advance
Less: Costs applicable thereto
Distribution costs
Discounts
Handling fees
Patient engagement program (PEP) fees in advance
Total income in advance
Note 21: Borrowings
Current
Unsecured convertible loans
Copyright
Trademarks
Total
81,000
‐
(9,000)
72,000
‐
(9,000)
63,000
3,460
3,280
‐
6,740
2,400
‐
9,140
84,460
3,280
(9,000)
78,740
2,400
(9,000)
72,140
254,930
469,610
724,540
191,442
68,758
260,199
138,707
275,367
‐
5,791
‐
5,791
132,916
163,750
137,683
7,785
3,910
149,378
125,989
‐
296,666
125,989
‐
345,000
Page | 54
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Note 22: Employee entitlements
Current
Provision for annual leave
Non‐Current
Provision for long service leave
Note 23: Accumulated losses
Accumulated losses at the beginning of the year
Net profit / (loss)
Accumulated losses at the end of the year
Note 24: Financial risk management
140,427
50,575
19,727
6,238
(1,588,541)
(3,071,062)
(4,659,603)
(1,042,418)
(546,123)
(1,588,541)
The company’s financial instruments consist mainly of deposits with banks, trade receivable, trade payable and
convertible notes.
The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the
accounting policies to these financial statements, are as follows:
Financial Assets
Cash and equivalents
Loans and receivables
Financial Liabilities
Financial liabilities at amortised cost
‐ Trade and other payables
‐ Convertible note borrowings
Financial Risk Management Policies
2,888,990
309,008
3,197,998
724,540
‐
724,540
571,366
86,992
658,358
260,199
345,000
605,199
The Directors' overall risk management strategy seeks to assist the company in meeting its financial targets, whilst
minimising potential adverse effects on financial performance. Risk management policies are approved and
reviewed by the Directors' on a regular basis. These include credit risk policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Entity is exposed to through its financial instruments are interest rate risk, liquidity risk, credit risk
and equity price risk.
Page | 55
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Interest Rate Risk
a.
Exposure to interest risk arises on financial assets and financial liabilities recognised at reporting date whereby a
future change in interest rates will effect future cash flows or the fair value of fixed rate financial instruments
b. Liquidity Risk
Liquidity risk arises from the possibility that the company might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The Entity manages this risk through the following mechanisms:
Preparing forward looking cash flow analysis in relation to its operational, investing and financing activities.
Financial liabilities due for payment
Trade and other payables
Convertible notes
Financial assets ‐ cash flows realisable
Cash and equivalents
Trade, term and loans receivables
Within 1 Year Within 1 Year
Note
30‐06‐16
30‐06‐15
724,540
‐
724,540
2,888,990
309,008
3,197,998
260,199
345,000
605,199
571,366
86,992
658,358
Net (outflow)/inflow on financial instruments
2,473,458
53,159
c. Credit Risk
Exposure to credit risk relating to financial assets arises from the potential non−performance by counter par(cid:415)es of
contract obligations that could lead to a financial loss to the Entity.
Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems
for the approval, granting and removal of credit limits, regular monitoring of exposures against such limits and
monitoring of the financial stability of significant customers and counter parties), ensuring to the extent possible,
that customers and counter parties to transactions are of sound credit worthiness. Such monitoring is used in
assessing receivables for impairment. Credit terms are generally 30 days from the invoice date. Customers who do
not meet the Entity's strict credit policies may only purchase in cash or only use recognised credit cards.
Credit Risk Exposures
The maximum exposure to credit risk by class of recognised financial assets at balance date is equivalent to the
carrying value and classification of those financial assets (net of any provisions) as presented in the balance sheet.
Trade and other receivables that are neither past due or impaired are considered to be of high credit quality.
Aggregates of such amounts are as detailed in Note 15.
Net Fair Values
Fair value estimation
The fair values of financial assets and financial liabilities are presented in the following table and can be compared
to their carrying values as presented in the balance sheet. Fair values are those amounts at which an asset could be
exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.
Page | 56
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Fair values derived may be based on information that is estimated or subject to judgment, where changes in
assumptions may have a material impact on the amounts estimated. Areas of judgment and the assumptions have
been detailed below. Where possible, valuation information used to calculate fair value is extracted from the market,
with more reliable information available from markets that are actively traded. In this regard, fair values for listed
securities are obtained from quoted market bid prices. Where securities are unlisted and no market quotes are
available, fair value is obtained using discounted cash flow analysis and other valuation techniques commonly used
by market participants.
Differences between fair values and carrying amounts on financial instruments with fixed interest rates are due to
the change in discount rates being applied by the market since their initial recognition by the company. Most of the
instruments which are carried at amortised cost are to be held until maturity and therefore the net fair value figures
calculated bear little relevance to the company.
Financial Assets
Cash and equivalents
Loans and receivables
Financial Liabilities
Financial liabilities at amortised cost
‐ Trade and other payables
‐ Convertible note borrowings
Financial Assets
Cash and equivalents
Loans and receivables
Financial Liabilities
Financial liabilities at amortised cost
‐ Trade and other payables
‐ Convertible note borrowings
30‐06‐16
Net Carrying
Value
Net Fair
Value
2,888,990
309,008
3,197,998
2,888,990
309,008
3,197,998
724,540
724,540
‐
‐
724,540
724,540
30‐06‐15
Net Carrying
Value
Net Fair
Value
571,366
86,992
658,358
260,199
345,000
605,199
571,366
86,992
658,358
260,199
345,000
605,199
Page | 57
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Note 25: Reconciliation of profit/(loss) after tax to net cash flow from operations
(a) Reconciliation of cash to the statement of cash flows:
Cash assets ‐ Note 14
2,888,990
571,366
(b) Reconciliation of profit from ordinary activities to net cash used in operating activities
Profit after income tax
Add: non cash items
‐ Depreciation and amortisation
‐ Non cash share based payments
‐ Non cash listing costs
(3,071,062)
(546,123)
33,820
187,828
180,772
402,420
9,812
‐
‐
9,812
Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries
‐ (Increase) decrease in receivables
‐ (Increase) decrease in other assets
‐ Increase (decrease) in payables / creditors
(279,793)
(14,785)
416,839
122,260
(108,269)
‐
167,177
58,908
Net cash flows used in operating activities
(2,546,382)
(477,403)
Note 26: Contingencies
There were no contingent liabilities or contingent assets at the date of this report to affect the financial statements.
Note 27: Capital and leasing commitments
On 21 July, 2015 the Company entered into a non−cancellable opera(cid:415)ng lease for new offices.
The lease commences on 1 September 2015 for a term of 5 years and provides for an initial rent free period of 10
months.
Operating lease commitments
‐ not later than one year
‐ later than one year and not later than five years
202,293
701,815
904,108
60,467
867,441
927,908
Page | 58
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Note 28: Events subsequent to the reporting date
On 31 August 2016 the Company entered into an agreement to acquire Health Enterprises 2 Pty Ltd (Healthnotes)
which operates the Healthnotes business for a total consideration of $5.5 million on a cash‐free, debt‐free basis, paid
as 60% cash and 40% scrip.
The acquisition is subject to the following conditions precedent:
The completion of confirmatory due diligence. To date the Company has appointed HWL Ebsworth,
McGrathNicol as external advisors to complete the preliminary legal and financial due diligence. Commercial
and Technical due diligence has been undertaken by MedAdvisor.
The obtaining of all approvals of MedAdvisor’s shareholders which are necessary under the Corporations
Act and the ASX Listing Rules to implement the transaction.
A capital raising to raise no less than $6 million.
The Company has received in‐principal advice from ASX that Listing Rules 11.1.2 and 11.1.3 do not apply to the
proposed acquisition.
Apart from the matters detailed above, no other matter or circumstance has arisen since 30 June 2016 that has
significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations,
or the consolidated entity's state of affairs in future financial years.
Note 29: Other related party transactions
Other related parties include close family members of key management personnel and entities that are controlled
or jointly controlled by those key management personnel individually or collectively with their close family members.
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other persons unless otherwise stated.
SwinTech Pty Ltd and NostraData Pty Ltd are associated entities of the Company which associates have entered into
the following related party transaction with the Company during the financial year.
a. Related party transactions with SwinTech Pty Ltd ‐
Total value rent and outgoings
b. Related party transactions with NostraData Pty Ltd ‐
Total value of consulting and marketing services
13,864
47,808
47,381
87,072
Amounts due and payable to NostraData Pty Ltd at the end of
the financial year included in trade and other payables
8,905
24,305
Page | 59
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Note 30: Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total Liabilities
Net assets
Equity
Issued capital
Share options reserve
Accumulated losses
Total equity
Parent
2016
2015
(461,013)
(666,965)
(461,013)
(666,965)
47,201
5,222,229
7,504
7,504
197,699
197,699
304,581
304,581
5,214,726
(106,882)
5,059,825
11,940,409
615,914
178,468
(461,013)
(12,225,759)
5,214,726
(106,882)
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2016 and 30 June 2015.
Capital commitments – property plant & equipment
The parent entity had no capital commitments for property plant & equipment as at 30 June 2016 and 30 June 2015.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity as disclosed in Note
1.
Note 31: Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Page | 60
MEDADVISOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 30 JUNE 2016
Short‐term employee benefits
Share based entitlemnts
Total compensation
891,196
316,740
282,945
‐
1,207,936
282,945
Page | 61
MEDADVISOR LIMITED
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 23 to 61, are in accordance with the Corporations Act
2001 and:
(a)
(b)
comply with Accounting Standards which as stated in accounting policy Note 1 to the financial
statements, constitutes explicit and unreserved compliance with International Financial Reporting
Standards (IFRS); and
give a true and fair view of the financial position as at 30 June 2016 and of the performance for the
year ended on that date of the Company;
2.
the Chairman has declared that:
(a)
(b)
(c)
the financial records of the Company for the financial year have been properly maintained in
accordance with section 286 of the Corporations Act 2001;
the financial statements and notes for the financial year comply with the Accounting Standards; and
the financial statements and notes for the financial year give a true and fair view; and
3.
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.
Peter Bennetto
Chairman
19 September, 2016
Sydney, NSW.
Page | 62
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
MEDADVISOR LIMITED
Report on the Financial Report
We have audited the accompanying financial report of MedAdvisor Limited, which comprises the consolidated
statement of financial position as at 30 June 2016, and the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows
for the year then ended, notes comprising a summary of significant accounting policies and other explanatory
information, and the directors' declaration of the consolidated entity comprising the company and the entities it
controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that is free from
material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with
International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant
ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance
about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor's judgement, including the assessment of the
risks of material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the
financial report 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 entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinions.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network
is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Page | 63
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of MedAdvisor Limited, would be in the same terms if given to the directors as at the time of this
auditor's report.
Opinion
In our opinion:
(a) the financial report of MedAdvisor Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its
performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 1 in the financial report, which indicates the consolidated
entity reported operating losses of $3,071,062 (2015: $546,123 loss) and the consolidated entity reported cash
outflows from operating activities of $2,546,382 (2015: $447,403 outflow). These conditions, along with other
matters as set forth in Note 1, indicate the existence of a material uncertainty which may cast significant doubt
about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may
be unable to realise its assets and discharge its liabilities in the normal course of business.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 13 to 19 of the directors’ report for the year ended
30 June 2016. 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.
Opinion
In our opinion the Remuneration Report of MedAdvisor Limited for the year ended 30 June 2016 complies with
section 300A of the Corporations Act 2001.
RSM AUSTRALIA PARTNERS
P FRASER
Partner
Melbourne, VIC
20 September 2016
Page | 64
MEDADVISOR LIMITED
SHAREHOLDER INFORMATION
30 JUNE 2016
The shareholder information set out below was applicable as at 6 September 2016
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1
1,001
5,001
10,001
to
to
to
to
1,000
5,000
10,000
100,000
100,001
and over
Holding less than a marketable parcel
Equity security holders
Number of holders of ordinary
shares
#
20
4
56
426
389
895
94
%
2.2%
0.4%
6.3%
47.6%
43.5%
100.0%
10.5%
Twenty largest quoted security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Viv Swinnerton
Kojent Pty Ltd
Romida Enterprises Pty Ltd
JP Morgan Nominees Australia
HSBC Custody Nominees
Sigma Company Limited
Morgan Stanley Australia
Provare Pty Ltd
Ethan Allen Investments Pty Ltd
Sayers Invest (ACT) Pty Ltd
Mr Gary Gascoigne
Pylara Pty Ltd
RP Superfund Pty Ltd
ABN Amro Clearing Sydney
Clear Range Pty Ltd
Jeff Towler Building Pty Ltd
Ordinary shares
Number held
106,837,500
87,750,000
58,500,000
19,695,038
18,454,845
16,666,667
15,468,571
13,125,000
11,298,080
10,000,000
9,733,334
9,266,667
6,666,667
5,533,914
5,533,333
5,533,295
% of total
shares issued
15.55%
12.77%
8.52%
2.87%
2.69%
2.43%
2.25%
1.91%
1.64%
1.46%
1.42%
1.35%
0.97%
0.81%
0.81%
0.81%
Page | 65
Prescient Health Care Pty Ltd
Gread Management Pty Ltd
SMC Capital Pty Ltd
Delbris Pty Ltd
Unquoted equity securities
Options over ordinary shares issued
Options over ordinary shares issued
Rights over ordinary shares issues
Escrowed securities
Restricted securities
Class
Ordinary shares
Ordinary shares
Substantial shareholders
Substantial shareholders in the company are set out below:
Viv Swinnerton
Kojent Pty Ltd
Romida Enterprises Pty Ltd
5,250,000
5,330,000
4,750,000
4,403,333
0.76%
0.78%
0.69%
0.64%
419,796,244
61.11%
Number on
issue
Number of
holders
44,050,000
1,000,000
22
1
Expiry
Date
Number of
shares
01‐Dec‐17
2,779,962
01‐Dec‐18
296,800,073
299,580,035
Ordinary shares
Number held
% of total
shares issued
106,837,500
87,750,000
15.55%
12.77%
58,500,000
8.52%
Page | 66