A P P E NDI X 4 E
Micro-X Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
Micro-X Limited
ABN:
21 153 273 735
Reporting period:
For the year ended 30 June 2024
Previous period:
For the year ended 30 June 2023
2. Results for announcement to the market
$'000
Revenues from ordinary activities
up
1%
to
15,222
Loss from ordinary activities after tax attributable to the owners of Micro-X
Limited
down
9%
to
(9,765)
Loss for the year attributable to the owners of Micro-X Limited
down
9%
to
(9,765)
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the Group after providing for income tax amounted to $9,765,000 (30 June 2023: $10,754,000).
Refer to the Director's Report in the 2024 Annual Report for additional information in the results during the Financial Year.
3. Net tangible assets
Reporting
period
Previous
period
Cents
Cents
Net tangible assets per ordinary security
2.44
3.33
The Group has treated the Right of Use asset as an intangible asset when calculating the Net tangible assets per ordinary
security.
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
i
Appendix 4E
i
Appendix 4E
A p p e ndi x 4 E C ON T ’D
Micro-X Limited
Appendix 4E
Preliminary final report
7. Dividend reinvestment plans
Not applicable.
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
All foreign entities are applying IFRS for reporting purposes.
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements have been audited and an unqualified opinion inclusive of an emphasis of matter regarding Going
Concern has been issued.
11. Attachments
Details of attachments (if any):
The Annual Financial Report of Micro-X Limited for the year ended 30 June 2024 is attached.
12. Signed
Signed ___________________________
Date: 28 August 2024
David Knox
Non-Executive Chair
ii
Micro-X Limited
ii
Micro-X Limited
ii
Micro-X Limited
BE YOND
BOUNDA RIE S
A n n u a l R e p o r t 2 0 2 4
A BOU T MICRO-X
Micro-X Limited (ASX:MX1) is a hi-tech company
that develops and commercialises innovative
products for global health and security markets.
We create revolutionary X-ray imaging to
better lives.
Our world-leading Nano Electronic X-ray (NEX)
Technology forms the core of a common platform
for all our products, delivering quality digital
imaging through proprietary high-voltage
X-ray tubes and high-voltage generators.
With a vertically integrated design and
production facility in Adelaide, Australia and
a strong technical and commercial team
based in Seattle, USA, we are focused on
delivering exceptional innovative products
to underpin our commercial growth.
CONTENTS
02
2024 Achievements
04
Global Imaging Solutions
06
Chair’s Letter
08
CEO’s Report
10
Security X-ray
12
Medical X-ray
14
Security CT
16
Medical CT
18
Sustainability
20
Financial Report
Micro-X Limited
MICRO-X CREATES
REVOLUTIONARY
X-RAY IMAGING TO
BETTER LIVES
We create new solutions for industries,
transcending limitations of size, weight,
power and dose. The Micro-X technology platform
provides world-leading high-voltage X-ray
capability, tackling new frontiers in science.
Our products are designed to address
the problems of today and drive positive change
for a better tomorrow. We are challenging every
existing barrier of traditional X-ray imaging,
pioneering innovative digital X-ray solutions that
solve challenges for industries across the world.
01
Annual Report 2024
202 4
ACHIE VEMEN T S
Commercial launch
First Argus sale
Customer demonstrations
and major industry events
GOLD
WINNER
$6.4M
ARGUS
2 x Good
Design
Award
Record
Annual Sales
First military sale –
delivery to ADF
$1.5m Australian
Government purchase
for Ukraine
CE Mark certification
MOBILE DR
02
Micro-X Limited
taken on
test bench
CHECKPOINTS
First mini tubes produced
High-voltage electronic
switching completed
World-first reconstruction
software under development
First images taken with mini tube
Baggage scanner prototype
delivery to US Dept. of
Homeland Security
Contract development of
automated threat detection
Visit from US
Department of
Homeland Security
Under Secretary
to Tonsley
HEAD CT
contract extension
through to airport testing
US$14M
FIRST
IMAGES
03
Annual Report 2024
GLOBA L
IM AGING
SOLU T IONS
MICRO-X HAS
CREATED A WORLD
FIRST TECHNOLOGY
PLATFORM THAT
CAN BE APPLIED
ACROSS INDUSTRIES,
DELIVERING UNIQUE
IMAGING SOLUTIONS
04
Micro-X Limited
CUSTOMISABLE NEX
TECHNOLOGY PLATFORM
Since creating our proprietary Nano
Electronic X-ray (NEX) Technology,
Micro-X has continued to build value
through ongoing development of the
technology platform used across
our products.
Over the past 12 months, we have
continued to refine manufacturing
techniques and materials for our small
high-voltage generators. The generators,
used with high-voltage connectors
and NEX tubes, provide Micro-X
with a capability unlike any other.
This year, Micro-X has made a significant
leap forward in the development of a mini
tube for use in computed tomography (CT).
Combined with new in-house designed and
manufactured switching electronics, we
have created new and scalable CT imaging
chains for fast pulsing X-ray generation
using multiple sources. Our CT imaging
chains enable both our Head CT and
Baggage CT Scanner products, with the
ability to expand into other CT applications
including full body CT. The new multi-view
CT imaging chains build upon the NEX
Technology used in Mobile DR and Argus
X-ray Camera.
We have continued our strategic focus on
realising further value in our technology
platform by selling customised imaging
chains and componentry to third parties.
This includes the development of
multi-source cold cathode X-ray tubes
with industry leader Varex Imaging,
as well as componentry development
contracts with global OEM partners.
WORLD-FIRST AI IMAGING SOLUTIONS
This year saw Micro-X awarded a contract
extension by the US Department of
Homeland Security for the development
of automated threat recognition, which
will deliver new and improved methods
of detecting suspicious items at airport
security checkpoints.
In partnership with Johns Hopkins
University, Micro-X is developing
world-first deep learning models for
multi-tube CT imaging. This adaptive
deep scatter correction facilitates the
use of cone beam CT with a world-first
curved detector panel by reducing
image noise.
Micro-X is also developing convolutional
neural networks, a class of deep learning
models that use three-dimensional
data for image classification and object
recognition, to increase CT image quality
in reconstruction.
We have continued our strategic
focus on realising further value
in our technology platform by selling
customised imaging chains and
componentry to third parties.
05
Annual Report 2024
CH AIR’S
LE T T ER
Dear Shareholders,
The past year has been transformative
for our company, marked by significant
achievements and the overcoming of
several challenges. This was the first year
of our new leadership team of Kingsley Hall
as Chief Executive Officer, Brian Gonzales
as CEO Americas and Chief Scientist, and
Anthony Skeats as Chief Operating Officer.
This team has streamlined our organisation
and set clear accountabilities for product
delivery and efficient operations.
Our second product to market, the Argus
X-ray Camera, was launched this year,
with the first sale to a customer in the
UAE. Argus brings a new backscatter
capability to defence and security markets.
With governments as a primary customer,
we are discovering that the path to sales
takes longer than we anticipated. We are
also seeing that global emerging threats
are prompting rapid evolution in warfare.
The team is listening to market feedback
and responding.
As with all high-technology products,
progress can be challenging, especially
in scale up, and this year was no exception.
However, our team has risen to the
challenge, and we closed the year with
these technical hurdles behind us and
Argus units now being built for customer
demonstrations around the world. This is
also testament to our problem-solving
ability, which is vital as we continue to
bring groundbreaking products to market.
This year we obtained CE Mark for
our Rover products to be sold in Europe
under the new European Medical Device
Regulations, taking 18 months, which
was significantly longer than anticipated.
This delayed our sales pipeline of potential
customers and distributors in Europe and
other countries that recognise the CE Mark,
which we are now building for the coming
year. As consumer spending normalises
post COVID-19, we are seeing renewed
global interest in Rover Plus, from
both customers and distributors.
We are seeking out and being
competitive in these opportunities.
WE CONTINUE TO PUSH
BEYOND BOUNDARIES
IN OUR AMBITION TO
BE A WORLD LEADER
IN DISRUPTIVE
X-RAY TECHNOLOGY
06
Micro-X Limited
Our standards and capabilities are well
known across the imaging industry and on
the back of this we were very pleased to host
the Department of Homeland Security (DHS)
Under Secretary for Science and Technology,
Dr Dimitri Kusnezov, at our Tonsley facility for
a first-hand view. His visit underscored the
US Government’s interest and support for the
baggage scanner and airport self-screening
checkpoint we are developing, and
followed the contract extension for up
to US$14 million (A$21 million) we signed
with the DHS in July 2023.
Our leadership and board are driven
by our purpose of creating revolutionary
X-ray imaging to better lives. Our goal
is to revolutionise the world of imaging,
through our NEX Technology, by creating
customer-centric products designed to both
save lives and improve the experiences of
users. The Rover’s use on the battlefield in
Ukraine and in the locker rooms of major
sporting teams exemplifies the real-world
impact of our technology.
Looking ahead, we see the Head CT as
opening the door to a substantial market in
pre-hospital stroke imaging. Beyond this,
our successful development of medical CT
provides a platform for future hospital CT
systems. We are confident that no other
company possesses the solid-state nano
X-ray technology or know-how required
to achieve this.
In April, we completed a capital raise
which was essential for our continued
growth and innovation. The positive
outcome is a testament to the confidence
our investors have in our vision and
capabilities. We thank not only our
major institutional investors and Varex
for their support, but also the many other
existing shareholders that participated.
We know our supportive shareholder base
is instrumental to achievement of our
ambitious plans.
As a Board, we are committed to board
renewal and diversity. I would like to
express our deepest gratitude to Alexander
Gosling ahead of his planned retirement
from the Board at the end of the year.
We are immensely grateful for his service
and will strive to engage the correct mix
of skills needed to help drive our future
commercial endeavours.
As we close this year, we look forward to the
future with optimism and determination.
Thank you for your continued support and
trust in Micro-X. Together, we will continue
to push beyond boundaries to create
revolutionary imaging to better lives
and deliver value for our shareholders.
David Knox
Chair
“Our goal is to
revolutionise the
world of imaging,
through our
NEX Technology.”
Checkpoints
contract extension
A$21M
07
Annual Report 2024
CEO’S
REPOR T
This year we have focused on our strategy
of driving growth through commercial
execution, which revolves around
increasing our commercial expertise and
focus, leveraging further value in our
technology, and exploring partnership
opportunities to capture large addressable
markets. It has been a busy and productive
period for Micro-X, highlighted by the
launch of the Argus X-ray Camera,
European regulatory approval for Rover
products, a 70 per cent increase in Rover
sales, and the achievement of key
milestones in our two funded development
programmes for Head CT and Checkpoints.
OUR COMMERCIAL FOCUS
As is true of any technology development
company, we have encountered challenges.
Our highly experienced team has risen to
these technical challenges at every turn,
diligently working towards effective solutions.
This year saw the commercial launch of
Argus, an extremely powerful backscatter
imaging device for security and defence.
While we have made our first Argus sale, our
overall commercial traction for Argus was
initially delayed by scale up technical issues
which are now behind us. The Improvised
Explosive Device threat landscape
continues to evolve and in response we
have expanded the capabilities to other
applications in security and defence, such
as contraband detection, to best meet the
changing customer needs. We are building
more Argus units for interested customers
to trial and our successful capital raise in
May will fund that and our other planned
commercialisation initiatives.
The appointment of Chief Sales Officer
Scott Bryant, who is highly experienced in
defence and medical sales, marked another
step towards deepening the capability of our
sales function. Under Scott’s leadership,
we have built out a comprehensive plan to
expand our sales capabilities to deliver results
for our Rover Mobile DR and Argus products.
In 2024, we also achieved our highest-ever
sales from our Mobile DR range, totalling
$6.4 million, a 70 per cent increase from
2023. This included our first deliveries
to the Australian Government for the
Defence Force’s deployable hospitals
and humanitarian aid for Ukraine.
IT IS MY PLEASURE
TO PRESENT THE
CEO’S REPORT FOR
THE FINANCIAL YEAR
ENDING 2024.
08
Micro-X Limited
We have received positive feedback from
health workers on the ground in Ukraine,
praising the reliability and usefulness of
our Rover units in saving lives.
HIGHLIGHTING THE VALUE
OF OUR TECHNOLOGY
Over the past year, we have also executed
our refreshed strategy to leverage the
value of our innovations. This has included
our proprietary high-voltage imaging chain
used across our product range and our
world-leading development and manufacturing
capabilities. We are committed to finding
additional opportunities to monetise our
technology and capabilities by selling
and licensing our unique imaging chains,
high-voltage generators and development
capabilities. Already, we have global
companies buying this technology for their
non-competing applications and we believe
there is even greater opportunity ahead.
Throughout the year our partnership
with Varex Imaging for the licensing
and manufacture of multi-beam X-ray
tubes also proceeded well. As our team
worked to transfer our multi beam emitter
capabilities – not used in any of our product
range – we met further development
milestones throughout the year at
Varex’s facility in Salt Lake City, USA.
This partnership underscores our commitment
to unlock the value in our technology.
STRONG PARTNERSHIPS
Our funded development programs
progressed significantly in 2024.
We delivered our first Baggage CT
Scanner prototype under the Checkpoints
programme to the US Department of
Homeland Security, which is performing
well in their internal test labs and the work
is being expanded to include automated
threat detection. The development of the
Head CT is on track to commence hospital
trials this calendar year. We have strong
customer partnerships with the DHS
and the Australian Stroke Alliance that
are supporting these programmes.
Our technology partnership with Monash
University Health Collab for both the Head
CT and Checkpoints projects has provided
valuable insights into the design of both
products. Leveraging the expertise of
Monash’s design team, we have ensured
that each product can prioritise user
experience. Monash hosted an impressive
Melbourne technology showcase for the
investment community and featured
Micro-X products in their Melbourne
Design Week exhibition. Additionally,
we held another successful technology
showcase event in Sydney.
Over the past year, we have also
been advancing potential strategic
partnerships for scaling and funding
the commercialisation of our products.
By selecting world-leading partners,
our strategy will allow us to accelerate
our path to market and ultimately get
products into customers’ hands sooner.
BEYOND BOUNDARIES
This year, we have further developed our
company brand to better communicate
our ambition to become global leaders in
imaging. By continuing to push ‘Beyond
Boundaries’ we are working to build global
commercial success by creating the next
generation of X-ray and CT imaging, and
improving the lives of people across the
world. We believe this work will increase
global recognition of our company and our
world-leading technology, for the benefit
of all shareholders.
I want to extend my warmest thanks to
our shareholders, customers, partners
and staff for their unwavering support
and trust in Micro-X. This year has been
marked by a number of achievements and
significant milestones, and I am proud of
the progress we have made together.
Thank you for being a part of our journey.
I look forward to 2025 being a year of further
improvement, growth and success.
Kingsley Hall
Chief Executive Officer
“We finished 2024 with
record product sales and
our second product in market,
the Argus X-ray Camera.”
09
Annual Report 2024
SECURI T Y
X-R AY
OPERATIONAL REVIEW
WORLD-FIRST TECHNOLOGY
TRANSFORMING STAND-OFF IMAGING
Increase sales
Build global awareness
and demand
Explore adjacent
security markets
ARGUS IS DESIGNED
TO SIMPLIFY WORKFLOWS,
GO BEYOND CURRENT
TECHNOLOGICAL LIMITATIONS
AND QUICKLY PROVIDE THE
INFORMATION REQUIRED
TO MAKE A DECISION.
COMMERCIAL
PRIORITIES
10
Micro-X Limited
The Argus X-ray Camera combines
the power of Micro-X’s NEX
Technology with wide-area scattered
projection (WASP) backscatter to
deliver a new capability for defence
and security.
WASP backscatter X-ray allows Argus to
capture wide-area images while stationary,
requiring no separate imaging detector
to be placed behind the target. It allows
imaging through metal, wood and plastic to
locate the presence of energetic materials
that may constitute a security threat.
Argus’ design and unique capabilities
continue to be internationally recognised,
with the receipt of two Gold Good Design
Awards, in addition to the iF Design Award
received in 2023.
This year saw the release of Argus X-ray
Camera prototypes for customer field
demonstrations in parallel with the final
stages of development and safety
compliance certification testing.
Micro-X has now delivered the first
Argus sale to a UAE customer, with further
opportunities progressing through
the sales pipeline.
Argus is now being exhibited through
major international and local events and
one-on-one demonstrations with defence,
security and law enforcement agencies.
Feedback from these demonstrations has
identified an opportunity for Micro-X to
market an end-to-end solution, through
the integration of a complete kit that
includes a ruggedised transmission panel.
The kit will provide customers with a
complete X-ray solution, allowing rapid
multi-object threat location identification
and critical information to help position a
transmission image for threat interrogation
and removal planning. This significantly
lowers time over target for operators,
improving safety and reducing time from
threat identification to threat elimination.
11
Annual Report 2024
MEDICA L
X-R AY
OPERATIONAL REVIEW
MICRO-X’S X-RAY SOLUTIONS
FOR HEALTHCARE OFFER FULL
PERFORMANCE IN A MOBILE SYSTEM
Continue record sales trajectory
Grow use in elite sports
Convert inventory into cashflow
COMMERCIAL
PRIORITIES
12
Micro-X Limited
The Rover and Rover Plus Mobile DR
systems offer fully integrated mobile
digital X-ray for patient bedside imaging
in hospitals, private practices, home
care, military and temporary medical
facilities. Being highly mobile allows
healthcare professionals to X-ray
patients in any patient treatment area,
and deliver fast, diagnostic quality
images at the point of care.
Our X-ray devices are used in more than
35 countries. At around 100 kilograms,
they deliver unmatched manoeuvrability
without the need for a heavy, complex
motor. On the move, the small footprint
and unique arm design provides for
180-degree vision, with featherlight drive
making it simple to navigate tight spaces.
As we continue to build sales, we are seeing
growth in new markets outside of hospitals
such as the sports industry, with elite
sporting teams choosing the Rover to assist
with rapid player diagnosis at the sporting
arena or stadium. Micro-X has a network
of distributors and brand ambassadors
who are building sales momentum into
this market.
2024 marked the delivery of the first
Rover devices to the Australian Government.
These will be used in deployable hospitals
to support the work of the Australian
Defence Force’s medical teams. Micro-X
was also one of four Australian companies
chosen by the Australian Government to
provide humanitarian support for Ukraine,
delivering a fleet of Rovers for use by the
Ukrainian Government. These Rovers join
more than a dozen Rovers already in use
in Ukraine, purchased by non-government
humanitarian aid organisations.
The Rover and Rover Plus attained CE Mark
this financial year, paving the way for the
delivery of the first European Rover sale
under the new European MDR legislation.
The Rover and Rover Plus are now available
commercially in key global markets, having
FDA, CE Mark and TGA certifications.
X-RAY THAT SUPPORTS
HEALTHCARE WORKERS
TO PROVIDE OPTIMAL CARE
AND TREATMENT WITH
MINIMAL DISRUPTION
TO PATIENTS, FAMILIES
AND STAFF.
13
Annual Report 2024
SECURI T Y
C T
OPERATIONAL REVIEW
USING OUR PATENTED NEX
TECHNOLOGY, MICRO-X IS
DEVELOPING NEXT GENERATION
SECURITY CT THAT IS
SCALABLE WITH ADVANCED
THREAT DETECTION
Micro-X is developing the next generation
of airport passenger security checkpoints,
through two contracts worth up to
US$19 million (A$28 million) from the
US Department of Homeland Security.
One of two contracts involves the
development of a Baggage CT Scanner
that scans a passenger’s carry-on luggage
using next-generation CT technology
that is fast, accurate and reliable.
Micro-X’s NEX Technology forms the
heart of the Baggage CT Scanner solution,
with multiple electronically controlled
X-ray tubes facilitating fast and high
quality imaging.
The first Baggage CT prototype unit was
delivered to the US Government in 2024
and is currently undergoing testing in a
DHS Transportation Security Laboratory.
A second prototype is on track for delivery
in the coming months.
Complete automated
threat detection software
Deliver Checkpoint prototype
Commercial partnership
opportunities for market entry
COMMERCIAL
PRIORITIES
14
Micro-X Limited
In 2024 the contract with DHS was extended
to include explosive detection. This extension,
valued at US$0.6 million (A$0.9 million),
is for development of automated threat
detection. This technology uses CT data
to inform future threat detection, giving
Micro-X security scanners advanced threat
detection capabilities to enable automated
passenger screening which is key to the
self-screening checkpoint of the future.
The modular design of the Baggage CT
Scanner also allows for future applications
for law enforcement and security teams
to quickly and efficiently secure sites
that have a large throughput.
FASTER, SAFER, SCALABLE AIRPORT
PASSENGER CHECKPOINTS
The Baggage CT Scanner is the core
component of a second contract funded
by the Department of Homeland Security
to develop the next generation of
passenger self-screening at US airports.
Micro-X is the prime contractor for this
project, bringing together the Baggage CT
with millimetre wave body scanning
technology to improve passenger
screening experience, while also
increasing passenger screening speed and
improving operator efficiency. Importantly,
the Baggage CT allows for a re-design and
removal of the current conveyor belt
configuration, providing an opportunity
for scalable modular checkpoints that
are focused on delivering a positive
passenger experience.
The first Checkpoint module is due for
delivery to DHS in calendar year 2024
for testing in a DHS laboratory.
Micro-X is working to secure strategic
partners to provide funded scale up
implementation and fast track market
access to bring the Baggage CT and
Passenger Checkpoint to airports globally.
WITH THE MICRO-X BAGGAGE
CT SCANNER AT ITS HEART,
WE ARE CREATING A NEW
AIRPORT SECURITY
SOLUTION THAT IS FAST,
SAFE AND SIMPLE.
15
Annual Report 2024
MEDICA L
C T
OPERATIONAL REVIEW
BREAKTHROUGH TECHNOLOGY
BRINGING MOBILE STROKE
DIAGNOSIS TO THE PATIENT
BY SHORTENING THE TIME
TO TREATMENT, MICRO-X AIMS
TO CHANGE THE TRAJECTORY
OF ONE OF THE LEADING CAUSES
OF DEATH, GLOBALLY.
16
Micro-X Limited
When a person has a stroke, the clock
starts counting down, with every minute
past the ‘Golden Hour’ to diagnosis and
treatment significantly affecting survival
rates and long-term outcomes.
Micro-X is reimagining possibilities for
stroke diagnosis, combining our patented
NEX Technology with precise switching
electronics and specially designed imaging
software to create a truly mobile solution.
This project has been awarded $8 million
in funding through the Australian
Government’s Medical Research Future
Fund (MRFF), as a technical partner of
the Australian Stroke Alliance (ASA).
The Micro-X Head CT is designed to fit
in a standard ambulance or retrieval
aircraft. By giving health professionals
the ability to precisely determine the
presence and type of stroke before reaching
hospital, the Head CT creates a faster
path to treatment with the likelihood
of much better patient outcomes.
The past year has marked significant
development of the Head CT, with the
delivery of the mini X-ray tube – the core
of the device’s capability. Using multiple
X-ray tubes to form an array, the Micro-X
CT moves away from conventional large
rotating gantries, making the device
small enough to take to the patient.
Over the past 12 months, high-voltage
switching electronics were developed
to quickly and accurately control the
operation of the X-ray tube array,
along with accompanying world-first
reconstruction software.
The next steps for the development of
Head CT will involve human clinical trials
in Australian hospitals planned for
calendar year 2024, followed by air and
road retrieval trials, subject to funding.
These activities will inform an application
to regulators for device registration.
Micro-X is continuing discussions on
additional partnership opportunities
to accelerate commercialisation of the
Head CT and fund the development of
future opportunities in building Micro-X
medical CT capability.
Hospital human
imaging trials
Road and ambulance
trials
Progressing commercial
partnership opportunities
COMMERCIAL
PRIORITIES
17
Annual Report 2024
SUSTAINABILIT Y
MICRO-X IS COMMITTED
TO GOING BEYOND BOUNDARIES
TO DELIVER INNOVATIVE
IMAGING, PROMOTE GLOBAL
GOOD HEALTH AND CREATE
A SAFER, MORE
SUSTAINABLE FUTURE.
18 nationalities
represented
Diversity
& Inclusion
Policy in place
Joined Veterans’
Employment Commitment
Joined Autism SA
Autism Friendly Charter
female
employees
27%
female
Board
16%
female
leadership
27%
DIVERSITY
& INCLUSION
18
Micro-X Limited
Updated
anti-corruption
and bribery
policies
Passed
US FDA
compliance
audit
Continuous waste
reduction program
– Removal of use and
disposal of acetone
in potting process
– Initiated testing for
recycling of solvent used
in component cleaning
Continued development
of sustainability
framework
Zero environmental
incidents
Zero
lost time
injury cases
since 2020
Zero
fatalities
or serious
injuries
since Micro-X
founded
School and
University STEM
program
including site tours,
robotics competitions,
science events
and career expos
Hosted Indigenous
student visits
Australian Stroke
Alliance Darak
cultural awareness
training
Ø
SAFETY
GOVERNANCE
ENVIRONMENTAL
COMMUNITY
19
Annual Report 2024
21
Directors’ Report
39
Auditor’s Independence Declaration
40
Statement of Profit or Loss
and Other Comprehensive Income
41
Statement of Financial Position
42
Statement of Changes in Equity
44
Statement of Cash Flows
45
Notes to the Financial Statements
68
Consolidated Entity Disclosure Statement
69
Directors’ Declaration
70
Independent Auditor’s Report
74
Shareholder Information
77
Corporate Directory
FIN A NCIA L
REPOR T
CONTENTS
20
Micro-X Limited
DIR E C T OR S ’ R E P OR T
Micro-X Limited
Directors' report
For the year ended 30 June 2024
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'Group') consisting of Micro-X Limited (referred to hereafter as Micro-X, the 'Company' or 'parent entity') and the entities it
controlled at the end of, or during, the year ended 30 June 2024.
Directors
The names of the Directors in office at any time during or since the end of the year are:
David Knox (Non-Executive Chair)
Alexander Gosling (Non-Executive Director)
Patrick O'Brien (Non-Executive Director)
James McDowell (Non-Executive Director)
Ilona Meyer (Non-Executive Director)
Andrew Hartmann (Non-Executive Director)
Peter Rowland (Non-Executive Director) - Resigned 30 November 2023
Directors have been in office since the start of the Financial Year to the date of this report unless otherwise stated.
Principal activities
Micro-X's principal activities are focused on the design, development, manufacturing and commercialisation of products for
the global healthcare and security markets utilising Micro-X’s proprietary cold cathode X-ray technology.
No significant changes in the nature of these activities occurred during the year.
Dividends
There were no dividends paid, recommended or declared during the current or previous Financial Year.
Operating and Financial Review
The loss for the Group after providing for income tax amounted to $9,765,000 (30 June 2023: $10,754,000).
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For the year ended 30 June 2024
Micro-X Limited and its wholly owned subsidiaries (Micro-X or the Group) continued to focus its activities in the financial year
ended 30 June 2024 (the Financial Year) on the design and development, manufacturing and sale of carbon nanotube-based
X-ray products, including core X-ray tube and high-voltage generator components, for the global healthcare, defence and
security markets.
During the first full financial year led by Chief Executive Officer, Kingsley Hall, Micro-X has implemented its refreshed strategic
plan, transitioning Micro-X to a commercially driven and economically led business and leveraging the value of its high-tech
X-ray products. This commercial emphasis has seen Micro-X deliver a record $7.0M of receipts in the Financial Year from its
Mobile DR range for medical and healthcare applications (up 80% on 30 June 2023: $3.9M), as well as the launch and first
commercial sale of its second product, the Argus X-ray Camera for global security and defence applications. Operating costs
have been realigned and reduced and the unfunded product development in prior financial years has also been reduced,
particularly with two further contract extensions with the U.S. Department of Homeland Security, worth up to a combined
$21.9M over three years.
Overall, the Group increased product and service revenues for the Financial Year to $15.2M (2023: $15.0M), while also
reducing the net loss for the Group to $9.8M or $6.9M excluding non-cash employee entitlements, depreciation and
amortisation. The balance sheet was strengthened in May 2024 to fund key Argus and partnering activities, with $5.9M raised
across a placement and well supported share purchase plan, and there is an additional estimated $6.4M R&D cash rebate
due to be received later in 2024.
Moving into the 2025 financial year, there is $12.7M of development contract payments in place for receipt by June 2025,
subject to successful achievement of milestones. In addition, cash generated from sales of Rover and Argus will benefit from
reducing the existing investment in inventory of $3.5M and $1.8M respectively. These commercial sales activities will be led
by Scott Bryant, who joined the leadership team as Chief Sales Officer in April 2024, bringing a depth of sale and commercial
experience across the military and security markets.
The Company’s progress with its current two commercial product offerings, as well as its two additional high value
development opportunities is detailed below.
Commercialisation
Argus X-Ray Camera
The focus for the Financial Year was to complete the final steps to commercially launch the Argus X-ray Camera for the global
security and defence markets, which was successfully achieved with the first commercial order shipped in July 2024.
During the Financial Year, the Micro-X engineering team completed the design and technical validation to enable delivery of
the product. On the back of this, Micro-X took its first Argus order in March 2024 which was subsequently delivered to the
customer in the UAE in early July 2024. The delivery of this unit, as well as manufacturing scale up of the Argus required a
minor componentry issue to be addressed, which has been resolved with no change to the cost of manufacture. Since early
July 2024, full production has resumed to build a rotatable pool of Argus units kitted with a ruggedised transmission panel for
customer demonstrations and trials. These trial units are now being scheduled for demonstrations to potential customers in
the US and across the globe, broadening the pipeline.
Following feedback from demonstrations with customers, an opportunity was identified to expand the value proposition by
marketing Argus as a complete X-ray capability kit, with the inclusion of a ruggedised transmission panel. This addition is
highly complementary, with the kit capable of providing high-resolution X-ray images to be taken once the threat location and
orientation of the suspect device has been quickly identified using Argus backscatter imaging on a robot. An Argus kit including
a ruggedised transmission panel has already been demonstrated in June at the International Association of Bomb Technicians
and Investigators International In-Service Training in Las Vegas. Further demonstrations with bomb squads, police and
Sheriff’s departments and other major bomb disposal events are planned in the coming quarter.
The continued commercial roll out of Argus remains Micro-X’s highest priority and the strategy to equip the sales team with a
pool of rotatable trial units for customer demonstrations and expand the use-case of Argus through the optionality of the
complete Argus kit, is intended to drive uptake of this highly disruptive technology.
Mobile DR Products
This Financial Year, Micro-X achieved a record $6.4M of sales (2023: $3.8M) from its range of mobile digital X-ray products.
These sales included two major orders, including the first delivery of Rovers to the Australian Defence Forces, under an order
for their deployable hospital programme, and a further order of Rover units by the Australian Government as part of a
humanitarian aid package to the Ukraine government. These large government and defence orders highlight the quality of the
Micro-X product offering, the capabilities of the Rover units and the ability to meet strict delivery requirements. Importantly,
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Directors' report
For the year ended 30 June 2024
Micro-X applied a number of these sales to reducing Mobile DR inventory by approximately $2.5M as part of its focus on
converting inventory into cash and implementing a more regimented approach to managing inventory.
This year, the Rover and Rover Plus received their CE mark certification under the European Medical Device Regulation or
MDR. This has enabled the Rover and Rover Plus to be sold commercially in Europe and other countries that recognise CE
marking. The timing of this CE Marking was impacted by delays, however the Rover and Rover Plus now hold regulatory
approvals in key markets including the United States. Since achieving the CE mark certification a number of European
distributors have been appointed with the first sale in the UK achieved during the Financial Year.
In addition to supporting its current distributors, Micro-X continues to target attractive niche markets such as elite sports as it
aims to increase the value realised by its Mobile DR product. During the Financial Year, Rover was demonstrated to a number
of professional sporting teams in the United States to be used in stadiums, playing arenas and training venue with several
teams now negotiating quotes.
Recognising the strong industry interest in carbon nanotube X-ray technology, Micro-X has designed and delivered a number
of X-ray imaging chains to companies and organisations who are looking to leverage Micro-X’s leading technology in their
own range of non-competitive products. Micro-X has delivered its first imaging chains under an ongoing supply agreement for
a customer to utilise in their own systems. During the financial year, Micro-X increased its Mobile DR revenues relating to the
design and sale of imaging chains to $0.5M (2023: $0.1M) and has $0.4M open purchase orders in hand to be delivered as
at 30 June 2024.
Moving forward, Micro-X will seek to build on its record Mobile DR sales in the Financial Year, driven by stronger distributor
sales, opportunities in defence and government tendering, as well as deeper penetration into the professional sporting market.
Funded Development Products
Checkpoints
During the Financial Year, Micro-X made substantial progress under its CT Baggage scanner contract with the U.S.
Department of Homeland Security (DHS), completing and delivering the first of two CT baggage scanner prototypes which
has been installed at a DHS test laboratory in the US. As part of the testing of the baggage scanner prototype, the Micro-X
team is collecting data and developing algorithms in the Micro-X baggage scanner automatic threat detection system which
seeks to reduce false alarms and better identify contraband and weapons in the baggage checking process. This work is being
completed under a US$0.6M (A$0.9M) extension to the CT Baggage scanner contract with the DHS, awarded in November
2023.
Also this financial Year, the Company commenced work under the extension of the Passenger Self Screening Checkpoint
contract with the DHS. The contract extension, with contracted receipts worth up to US$14.0M ($21.0M), will fund the delivery
of a prototype of the self-service portal which will complete testing in specialist TSA laboratories and then in a US airport with
real world testing within three years. This extension followed an initial contract with DHS to design a Checkpoint, which was
successfully completed. The structure of this contract extension now provides for ongoing accounting of services performed
and monthly payments to Micro-X, allowing close matching of costs and revenues for this development work and assisting to
further de-risk the business.
The work on the next stage of the Checkpoint has already made extensive progress and the first key milestone is on track
with Micro-X, Inc. expecting to deliver the first self-screening module to the DHS later in calendar year 2024.
Across all work in Checkpoints for the Financial Year, the Group recognised $4.2M in revenues from services provided to the
DHS.
Medical CT
Micro-X progressed its development of the Head CT unit for Stroke diagnosis during the Financial Year, under its $8.0M
development contract with the Australian Stroke Alliance (ASA). Micro-X successfully captured the first images using the
proprietary Micro-X NEX technology mini tube, which is a further iteration on the Micro-X technology platform. These mini-
tubes, similar in size to two golf balls, represent a quantum advance in X-ray technology in terms of small scale and capability,
and will provide the platform for a number of future X-ray applications.
Micro-X successfully completed the significant milestone under its ASA contract relating to the Independent Design review of
the Head CT scanner and software. As part of this, the mini tube was used to X-ray an anthropomorphic phantom skull, the
successful result of which triggered completion of the final stage of ASA milestone 5 worth $2.1M.
The Head CT team is now working on the next ASA milestone which is a test bench that houses an array of mini-tubes on a
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Directors' report
For the year ended 30 June 2024
high voltage switching array, capable of imaging phantoms using Micro-X’s head CT image reconstruction software. The
delivery of this further key milestone will satisfy a key requirement to submit an application for ethics approval before human
imaging trials commence as planned later in calendar year 2024.
Importantly, the Micro-X Head CT uses conventional medical diagnosis with CT imaging, that is adopted by doctors and
radiologists globally. This is expected to expedite the regulatory approval process for the Micro-X Head CT by simply extending
existing imaging techniques to an ambulance or point of care setting.
During the Financial Year, Micro-X recognised $1.0M in revenues from services provided to the ASA.
Corporate Activities
During the Financial Year, Micro-X worked closely with its strategic partner, Varex Imaging, the largest OEM manufacturer of
X-ray tubes globally, under its technology transfer development agreement. This work saw the achievement of a number of
milestones and the Group recorded $3.1M in contract engineering services provided to Varex Imaging. This relationship was
further strengthened with Varex Imaging supporting the capital raising in April 2024, with a further investment.
The strategy to work with industry partners was also expanded during the Financial Year, with the goal to identify strategic
partners to work alongside Micro-X to assist with commercialisation and market entry of the two late stage development
projects in Checkpoints and the Head CT. The objective is to position Micro-X as a technology leader, supported by a strategic
partner who can provide market access, scale up infrastructure and funding.
In April 2024, Micro-X strengthened its balance sheet when it completed a $4.0M Placement and launched a $1.0M Share
Purchase Plan (SPP) to raise a target of $5.0M. The SPP closed in May 2024, raising $1.9M to bring the total raised to $5.9M.
The placement included strong support from existing substantial financial shareholders. The SPP and Placement also included
participation from Micro-X Directors of $0.2M. An Extraordinary General Meeting took place on 29 May 2024, where
shareholders approved and ratified a number of aspects of the Placement and SPP.
Environment, Social and Corporate Governance
Micro-X is developing a Sustainability Framework in line with internationally agreed standards to measure and report on its
performance across a range of initiatives which will include;
●
Environmental footprint and waste management;
●
Social impact through internal policies and external engagement with target groups; and
●
Governance reporting as overseen by the Audit and Risk Committee of the Board of Directors.
Governance
Micro-X has active governance programmes, policies and procedures across all of its activities, as overseen by the Audit and
Risk Committee of the Board of Directors.
During the Financial Year, the Micro-X Rover and Rover Plus systems were granted CE marking to enable sales into the
European Union and also successfully passed its first FDA audit. As such, the Mobile DR range of products are regulated as
Class II medical devices by the US FDA, the European Medical Device Regulation and the Australian TGA.
Micro-X is certified to ISO 13485 and ISO 9001 and undergoes regular annual surveillance audits to ensure ongoing
compliance.
Micro-X has a range of measures in place to ensure its technology and programmes which are used in defence and security
applications remain compliant and are protected from access, theft or destruction by unauthorised persons. Security
clearances are maintained by a number of personnel including those involved in development work for the DHS
programmes. IT auditing and cyber security measures are in place and were actively managed during the Financial Year.
Financial Overview
During the Financial Year, the Group achieved increased revenues from ordinary activities of $15.222M (2023: $15.005M)
from the sale of its products and contracted project income, and total incomes of $21.962M (2023: $22.395M), comprised of
the following:
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For the year ended 30 June 2024
●
Revenues for the sale of Mobile DR products and associated components of $6.410M (2023: $3.795M) which is up 70%
from the prior corresponding period;
●
Engineering services income of $8.812M (30 June 2023: $11.210M). This income included:
- $0.989M revenue from the Australian Stroke Alliance for development of the Head CT;
- $4.235M revenue from US Department of Homeland Security for the Airport Checkpoint Development program; and
- $3.092M revenue from Varex Imaging Corporation under the Technology Licence Agreement.
●
Other income of $6.740M, including $6.373M in relation to the R&D tax rebate of which $0.584M relates to an amendment
to the Company’s FY22 R&D tax rebate lodgement.
In addition to its engineering services income, the Group invoiced, received and processed approximately $1.845M on behalf
of its sub-contractors under a relationship which the Company has determined to be an Agent relationship. This balance has
been applied against the Company’s expenses rather than the Company’s revenues. More information can be found at note
2 of the Financial Statements.
The Group reported a net loss for the Financial Year, after providing for income tax, of $9.765M (2023: $10.754M loss). The
decrease in net loss was a result of the Operational Review across all aspects of the business and the goals of the Strategic
Refresh released in August 2023, with the key focus to create an economically led business utilising the Micro-X world class
technology. Some of the key initiatives that have driven the improved net loss position are:
●
Increased commercial focus - increased revenues from product sales of 70% and an increase in gross product margin
of $0.633M, up from $0.290M in the prior year;
●
De-risking the business and reducing the cost base - reduction in operating expenses by $1.422M to $31.727M in 30 June
2024, compared to $33.149M in 30 June 2023; and
●
Further leveraging the technology for commercial benefit - revenues related to the design and development of core
technology to $0.496M (2023: $0.142M). As at 30 June 2024, Micro-X has $0.386M in open purchase orders for design
and delivery of imaging chains, which upon delivery, will be included as revenue for the Financial Year.
This net loss for the Financial Year resulted from:
●
$5.777M in cost of sale of goods;
●
$3.708M expenditure on research and development activity, related to the Argus X-ray Camera, the Miniaturised CT
Baggage Scanner and Head CT Scanner;
●
$16.623M spent on employee, consulting and director costs. This represented a $0.396M decrease on the prior period,
but also drove an additional $2.761M in direct contract funding when compared to the prior year; and
●
$1.068M in non-cash, equity compensation included within Employee and Director expenses in relation to the Company's
Employee Gift Plan and Employee Equity Plan, which comprises an STI and LTI component, subject to achievement of
hurdles.
Financial Position
Net assets of the Group decreased by $2.932M from $17.193M at 30 June 2023 to $14.261M at 30 June 2024.
Cash on hand and at the bank decreased to $3.228M at 30 June 2024 ($5.223M at 30 June 2023). As reported in the June
2024 Appendix 4C & Quarterly Activities Statement, $0.649M cash was received on 2 July 2024 for services provided during
the Financial Year, and a further $2.036M of contracted cash payments due in June 2024 are now expected in the September
2024 quarter.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the Financial Year.
Matters subsequent to the end of the Financial Year
No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the Group's
operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
The Group’s main focus moving forward will be the continued commercialisation of its technology platform, notably:
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For the year ended 30 June 2024
●
Sale of Mobile DR units through existing distributors and other targeted markets;
●
Delivering rotatable pool of Argus X-ray Cameras to potential customers and successful commercial launch through
building customer engagement;
●
Delivery of final prototypes and formal completion of the Miniaturised CT Baggage Scanner contract and progress
development under extended contract with the DHS including delivery of the first Checkpoint prototypes;
●
Delivery of the Head CT Scanner prototypes and delivery of prototypes for mobile stroke imaging under the ASA contract;
and
●
Identification and execution of strategic partnerships delivering market access and funding.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on directors
Name:
David Knox
Title:
Non-Executive Chair
Qualifications:
BSc (Hons) Mechanical Engineering. MBA, FIE Aust, FTSE, GAICD
Experience and expertise:
David is a highly experienced and respected business leader with senior leadership,
engineering and public markets expertise gained in multi-national, domestic and
Commonwealth companies. David was Managing Director & Chief Executive Officer of
Australian Naval Infrastructure, a Government Business Enterprise responsible for the
delivery of naval infrastructure required to support the Commonwealth’s continuous
shipbuilding programme, including the Osborne South Shipyard. David was previously
Managing Director & Chief Executive Officer of Santos from March 2008 through until
his retirement in December 2015.
David Knox is currently Chair of Snowy Hydro Limited and The Australian Centre for
Social Innovation (TACSI). David is also a board member of the Royal Institution of
Australia (RiAUS). David Knox is originally from Edinburgh, Scotland and has a BSc
(Hons) in Mechanical Engineering (Edinburgh) and an MBA (Strathclyde). He is a Fellow
of the Australian Institute of Mechanical Engineering and the Australian Academy of
Technological Sciences and Engineering.
Other current directorships:
Nil
Former directorships (last 3 years): Redflow Ltd (ASX:RFX) - March 2017 to February 2023
Special responsibilities:
Chair of Board, and Member of Audit and Risk Committee and People and
Remuneration Committee
Interests in shares:
1,468,211 fully paid ordinary shares
Interests in options:
105,263
Interests in rights:
92,593
Name:
Dr. Alexander Gosling AM
Title:
Non-Executive Director
Qualifications:
MA (Hons), DEng, MAICD, FTSE
Experience and expertise:
Alexander has been working in the field of process and product development and related
research and development for 50 years. He was a founding director of Invetech and was
part of the management team that led Invetech to a public listing (as Vision Systems)
and then to its acquisition by Danaher Corp for $800M. He currently works in the area
of technology commercialisation, advising universities, mentoring start-ups and sitting
on the Boards of early-stage companies. Alexander is an engineer, with an Honours
degree from Cambridge University. He is a Fellow of the Academy of Technology and
Engineering, a Fellow of the Institute of Engineers Australia and a Governor of the
Warren Centre for Advanced Engineering. He was awarded an Honorary Doctorate in
Engineering from Swinburne University and made a Member of The Order of Australia
for services to engineering. He is a Member of the Australian Institute of Company
Directors.
Other current directorships:
Nil
Former directorships (last 3 years): Nil
Special responsibilities:
Chair of People and Remuneration Committee
Interests in shares:
795,308 fully paid ordinary shares
Interests in options:
131,578
Interests in rights:
60,186
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Directors' report
For the year ended 30 June 2024
Name:
Patrick O’Brien
Title:
Non-Executive Director
Qualifications:
LLB, B.Com, Grad Dip Applied Finance, MBA, GAICD
Experience and expertise:
Patrick is Managing Director of Patrick O’Brien & Associates and a non-executive
director of The Water & Carbon Group and C.E. Bartlett. He also chairs or is a board
member of a number of not for profit organisations and foundations. Patrick has over 35
years business experience in Australia, the UK, Europe, Asia and the US including as a
Senior Managing Director with Macquarie Group where he led teams in corporate
finance (Melbourne 1996-2005) and private equity (London 2005-2009). In this latter
role Patrick was responsible for Macquarie’s controlling stakes in, and chaired, large
unlisted groups European Directories and National Grid Wireless. Prior to Macquarie,
Patrick was a strategy consultant with McKinsey & Company and a lawyer with Minter
Ellison.
Other current directorships:
Nil
Former directorships (last 3 years): Nil
Special responsibilities:
Member of Audit and Risk Committee
Interests in shares:
8,859,020 fully paid ordinary shares
Interests in options:
526,316
Interests in rights:
60,186
Name:
James McDowell
Title:
Non-Executive Director
Qualifications:
LL.B (Hons) D.Univ (honoris causa)
Experience and expertise:
Jim is Deputy Secretary, Naval Shipbuilding and Sustainment - Australian Department
of Defence and prior to this role was Chief Executive of Nova Systems. Jim has more
than 30 years of experience in international defence and aerospace sectors and has
lived and worked in the UK, the USA, Korea, Singapore, Hong Kong and Australia. Jim
joined BAE Systems in 1996 and his last executive appointment with the Group was as
Chief Executive Officer of their A$5 billion annual turnover business operations in Saudi
Arabia. Prior to this he was Chief Executive Officer of BAE Systems Australia for 10
years. Based in Adelaide, he drove a major expansion program as the Group grew to
become Australia’s largest defence business. Prior to his time at BAE Systems Jim
worked for 18 years at aerospace Group Bombardier Shorts in legal, commercial and
marketing positions, making a major contribution to that Group’s growth into the USA.
In 2014, Jim was appointed by the Australian Federal Government to the team to
conduct the First Principles Review of the Australian Department of Defence. The
Team’s ‘One Defence’ recommendations included transformational changes to
structure, governance arrangements, accountabilities, processes and systems of
Defence. From 2018 to 2020 Jim was Chief Executive of South Australia's Department
of Premier and Cabinet.
Other current directorships:
Nil
Former directorships (last 3 years): Nil
Special responsibilities:
Member of People and Remuneration Committee
Interests in shares:
880,180 fully paid ordinary shares
Interests in options:
78,947
Interests in rights:
60,186
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Directors' report
For the year ended 30 June 2024
Name:
Ilona Meyer
Title:
Non-Executive Director
Qualifications:
LLB and LLM (QUT), GradDipLegPrac (ANU), GIA (Cert), GAICD, AMIIA
Experience and expertise:
Ilona has over 25 years experience as a senior executive in healthcare, agriculture and
emerging technologies focusing on innovation and growth. Ilona is General Counsel and
Company Secretary for Nuix Limited and prior to this role has held multiple executive
roles with private and public companies, including ASX-listed companies and high-
growth start-ups, leading business transformation initiatives, managing multiple
stakeholders, influencing industry bodies, as well as navigating high profile litigation and
regulatory disputes. Prior to commencing her current role at Nuix, Ilona was General
Counsel and Head of Legal & Compliance of the Boehringer Ingelheim Group for the
Australian and New Zealand division. She has previously held senior legal and
compliance roles at ResMed Limited, Ruralco Holdings Limited, Medtronic and 3M
Australia.
Other current directorships:
Nil
Former directorships (last 3 years): Nil
Special responsibilities:
Chair of Audit and Risk Committee
Interests in shares:
210,818 fully paid ordinary shares
Interests in options:
52,631
Interests in rights:
127,877
Name:
Andrew Hartmann
Title:
Non-Executive Director
Qualifications:
Master of Business Administration and qualifications in Accounting and Electrical
Engineering
Experience and expertise:
Andrew is the Senior Vice President and GM Imaging Solutions at Varex Imaging
Corporation and has worked overseas and in global senior roles for more than 30 years.
Andrew has significant business expertise in the field of medical imaging devices with
extensive experience working in global roles with a focus on sales, marketing and
business operations. Over his career he has been responsible for building brand, market
share and bottom-line gains through cost saving and efficiency improvements. Andrew
has held senior global management roles at Phillips, Carestream and Siemens, after
working in Australia that included building brands across the Asia Pacific region, the
United States and Europe.
Other current directorships:
Nil
Former directorships (last 3 years): Nil
Special responsibilities:
Nil
Interests in shares:
Nil
Interests in rights:
Nil
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
Kingsley Hall holds a Bachelor of Economics from Flinders University. Kingsley has over 25 years of experience in commercial
and operational roles with a diverse background across both private and public companies, private equity, media, tourism and
education. His experience includes early-stage commercialisation of companies and senior operational and sales leadership
roles. Kingsley previously held the position of Chief Financial Officer and was promoted to the role of Chief Executive Officer
on 1 May 2023 for Micro-X and the Group.
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Directors' report
For the year ended 30 June 2024
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the year
ended 30 June 2024, and the number of meetings attended by each director were:
Full Board
People and Remuneration
Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
Patrick O'Brien
10
10
-
-
6
6
Peter Rowland
4
4
-
-
-
-
Alexander Gosling
9
10
2
2
-
-
David Knox
10
10
2
2
6
6
James McDowell
7
10
2
2
-
-
Ilona Meyer
10
10
-
-
5
6
Andrew Hartmann
10
10
-
-
-
-
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance
with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
Principles used to determine the nature and amount of remuneration
●
Details of remuneration
●
Service agreements
●
Share-based compensation
●
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate
for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation
of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of
Directors ('the Board') aims to ensure that executive reward satisfies the following key criteria for good reward governance
practices:
●
Competitiveness to attract, motivate and retain key talent;
●
Performance linkage and alignment of executive compensation and corporate objectives;
●
Transparency and reasonableness; and
●
Alignment to, and acceptability by, shareholders.
The Group has a People and Remuneration Committee which is responsible for determining and reviewing remuneration
arrangements for directors, executives and all staff. The performance of the Group depends on the quality of its directors and
executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel and
accordingly the People and Remuneration Committee has structured an executive remuneration framework that is market
competitive and complementary to the reward strategy of the Company.
The remuneration framework which has been adopted, is designed to align executive reward to shareholders' interests by:
●
Having commercial focus as a core component of plan design;
●
Focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and
●
Attracting and retaining high calibre executives.
Additionally, the remuneration framework should seek to align and incentivise executives' interests by:
●
Rewarding capability and experience;
●
Reflecting competitive reward for contribution to growth in shareholder wealth; and
●
Providing a clear structure for earning rewards.
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Dir e c t or s ’ R e p or t C ON T ’D
Micro-X Limited
Directors' report
For the year ended 30 June 2024
In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration is
separate.
Non-executive director remuneration
Fees and payments to non-Executive Directors reflect the demands and responsibilities of their role. Non-Executive Directors'
fees and payments are reviewed annually by the People and Remuneration Committee. The People and Remuneration
Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-Executive
Directors' fees and payments are appropriate and in line with the market. The Chair's fees are determined independently to
the fees of other non-Executive Directors based on comparative roles in the external market. The Chair is not present at any
discussions relating to the determination of his own remuneration.
ASX listing rules require the aggregate maximum non-executive directors' remuneration be determined periodically by a
general meeting. The most recent determination was at the Annual General Meeting held 19 November 2021, where the
shareholders approved the Company’s aggregate maximum Non Executive Directors’ remuneration of $700,000 per annum.
Executive remuneration
The Company aims to reward executives based on their responsibility and performance, with a level and mix of remuneration
which has both fixed and variable components.
The executive remuneration and reward framework has five components:
●
Base pay and non-monetary benefits;
●
Short-term performance incentives, or STI;
●
Long-term performance incentives, or LTI;
●
Share-based payments; and
●
Other remuneration such as superannuation, annual and long service leave.
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, is reviewed annually by the People
and Remuneration Committee based on individual and Company performance, the overall performance of the Group and
comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits)
where it does not create any additional costs to the Group and provides additional value to the executive.
Shareholders re-approved at the November 2023 AGM the Micro-X Limited Employee Incentive Plan, the key objectives of
which are to:
●
assist in the attraction and retention of high quality employees;
●
link the reward of key employees with the achievement of strategic goals and the long term performance of the Company;
and
●
align the financial interest of all participants of the Plan with those of Shareholders.
Executives may be invited to participate in the Company’s Employee Equity Plan, where performance rights may be earned
subject to the achievement of short term objectives (Short Term Incentives or STI) and/or subject to the achievement of longer
term objectives (Long Term Incentives or LTI).
Company performance and link to remuneration
Remuneration of key management personnel is currently directly linked to the performance of the Company via the STI and
LTI awards available to Executives invited to participate in the Employee Equity Plan.
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Dir e c t or s ’ R e p or t C ON T ’D
Micro-X Limited
Directors' report
For the year ended 30 June 2024
Short Term Incentives
STI award achievement is assessed on a Balanced Scorecard approach, where Executive performance is measured against
five key criteria, with weighting attached to each of criteria’s outcomes. For the year ended 30 June 2024 the five criteria
against which Executive performance was assessed were:
Criteria
% of Total STI
Commercial Activities
25%
Financial Performance
25%
Project and Development Activities
25%
Quality and Safety
10%
Culture and Compliance
15%
100%
Long Term Incentives
There are two types of LTI awards made:
●
LTI Service Rights; and
●
LTI Performance Rights.
LTI Service Rights vest after three years of continuous service with the Company from the date of the grant.
For the initial tranche of Service Rights granted in December 2020, this three year period was split into 3 twelve-month
anniversaries. The final anniversary of this tranche was assessed on November 2023. Subsequent tranches have a three year
vesting period as detailed above.
LTI Performance Rights vest upon the achievement of certain Total Shareholder Return (TSR) targets over a three year
vesting period. The relevant TSR target is a 10% Compound Annual Growth Rate, for the LTI performance rights to vest at
50%. If the TSR result met is a 20% Compound Annual Growth Rate then participants will be issued 100% of the relevant
performance rights.
The initial tranche of Performance Rights granted in December 2020 was split into 3 twelve-month periods. The final period
of this tranche was assessed on November 2023. Subsequent tranches have a three year vesting period.
Use of remuneration consultants
The Group retained the services of an independent, expert, remuneration consultant in February 2020 who provided advice
on the structure of the equity compensation framework, including quantum and the recommended hurdles.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the Company consisted of the following directors and management of the Group:
●
David Knox (Non-Executive Chair)
●
Alexander Gosling (Non-Executive Director)
●
Patrick O'Brien (Non-Executive Director)
●
James McDowell (Non-Executive Director)
●
Ilona Meyer (Non-Executive Director)
●
Andrew Hartmann (Non-Executive Director)
●
Kingsley Hall (Chief Executive Officer)
●
Anthony Skeats (Chief Operating Officer)
●
Brian Gonzales (CEO Americas & Chief Scientific Officer)
●
Peter Rowland (Non-Executive Director) - Resigned 30 November 2023
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Dir e c t or s ’ R e p or t C ON T ’D
Micro-X Limited
Directors' report
For the year ended 30 June 2024
Short-term benefits
Post-
employment
benefits
Long-term
benefits1
Share-
based
payments -
Rights2
Cash
salary
Non-
Super-
Annual and
Equity-
and fees
monetary3
annuation
Long
Service
leave
settled
Total
2024
$
$
$
$
$
$
Non-Executive Directors:
D Knox
-
90,909
10,000
-
2,538
103,447
A Gosling
59,091
-
6,500
-
1,650
67,241
P O'Brien
65,591
-
-
-
1,650
67,241
J McDowell
49,193
16,398
-
-
1,650
67,241
I Meyer
59,091
-
6,500
-
2,592
68,183
A Hartmann4
-
-
-
-
-
-
P Rowland 5
38,089
-
-
-
-
38,089
Chief Executive Officer:
K Hall
370,500
-
27,500
15,777
160,029
573,806
Other Key Management Personnel:
B Gonzales6
313,988
-
18,943
(3,845)
124,700
453,786
A Skeats
332,500
-
27,500
(3,999)
143,960
499,961
1,288,043
107,307
96,943
7,933
438,769
1,938,995
1
Movement in provisions, does not have cash implication.
2
The share based payments above relate to the amortisation of the fair value of the grant of rights made to the KMP
during the year and do not necessarily reflect the cash value that may be realised upon vesting and exercising of the
rights.
3
As approved at the 2023 Annual General Meeting, Mr Knox and Mr McDowell were issued shares in lieu of cash
Director fees.
4
Mr Hartmann was appointed to the Board on 15 December 2022 as a representative of Varex Imaging Corporation.
As part of the agreement, Mr Hartmann is not paid a fee.
5
Mr Rowland resigned as Non-Executive Director during the 2024 Financial Year.
6
Mr Gonzales is employed by Micro-X Inc the Company’s wholly owned US subsidiary and is based in Seattle.
Remuneration and compulsory benefits have been translated from U.S. dollars to Australian dollars for the purpose of
this Remuneration Report.
Subsequent to year end, the Board reviewed the achievement of the Executives' Short Term Incentive for the year ended 30
June 2024 and determined that the Short Term Incentive should be awarded at 50%.
Long Term Performance Rights achievement has been assumed at 50%, consistent with target, however the third tranche of
the 2020 Long Term Performance rights which were assessed in November 2023 were cancelled due to performance criteria
not being met.
Long Term Service Rights achievement has been assumed at 100%.
These levels of achievement are reflected in the share based payments amortisation in the table above.
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Dir e c t or s ’ R e p or t C ON T ’D
Micro-X Limited
Directors' report
For the year ended 30 June 2024
Short-term benefits
Post-employment benefits
Long-term
benefits1
Share-
based
payments -
Rights2
Cash
salary
Non-
Super-
Retirement
Annual and
Equity-
and fees
monetary3
annuation
Long
Service
leave
settled
Total
2023
$
$
$
$
$
$
$
Non-Executive Directors:
D Knox
-
90,909
9,545
-
-
2,538
102,992
A Gosling
59,091
-
6,204
-
-
1,650
66,945
P O'Brien
65,295
-
-
-
-
1,650
66,945
J McDowell
-
63,744
1,551
-
-
1,650
66,945
I Meyer
59,091
-
6,204
-
-
1,274
66,569
A Hartmann4
-
-
-
-
-
-
-
P Rowland5 & 8
353,264
-
29,799
274,751
-
157,044
814,858
Chief Executive Officer:
K Hall6
324,433
-
27,696
-
36,100
131,442
519,671
Other Key Management
Personnel:
B Gonzales7
284,707
-
11,386
-
678
118,940
415,711
A Skeats
316,761
-
27,327
-
14,729
131,322
490,139
1,462,642
154,653
119,712
274,751
51,507
547,510
2,610,775
1
Movement in provisions, does not have cash implication.
2
The share based payments above relate to the amortisation of the fair value of the grant of rights made to the KMP
during the year and do not necessarily reflect the cash value that may be realised upon vesting and exercising of the
rights.
3
As approved at the 2022 Annual General Meeting, Mr Knox and Mr McDowell were issued shares in lieu of cash
Director fees.
4
Mr Hartmann was appointed to the Board on 15 December 2022 as a representative of Varex Imaging Corporation.
As part of the agreement, Mr Hartmann is not paid a fee.
5
Mr Rowland was previously as Executive Director until he was appointed as a Non-Executive Director on 1 May 2023.
Post Employment benefits - Retirement relate to contractual Payment in Lieu of Notice ($119,833), Annual Leave
($92,005) and Long Service Leave ($62,913).
6
Mr Hall was previously the Chief Financial Officer and commenced as Chief Executive Officer on 1 May 2023.
7
Mr Gonzales is employed by Micro-X Inc the Company’s wholly owned US subsidiary and is based in Seattle.
Remuneration and compulsory benefits have been translated from U.S. dollars to Australian dollars for the purpose of
this Remuneration Report.
8
Mr Rowland resigned as Non-Executive Director during the 2024 Financial Year.
Subsequent to year end, the Board reviewed the achievement of the Executives' Short Term Incentive for the year ended 30
June 2023 and determined that the Short Term Incentive should be awarded at 65%.
Long Term Performance Rights achievement has been assumed at 50%, consistent with target, however the second tranche
of the 2020 Long Term Performance rights which were assessed in November 2022 were cancelled due to performance
criteria not being met.
Long Term Service Rights achievement has been assumed at 100%.
These levels of achievement are reflected in the share based payments amortisation in the table above.
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Dir e c t or s ’ R e p or t C ON T ’D
Micro-X Limited
Directors' report
For the year ended 30 June 2024
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
Name
2024
2023
2024
2023
2024
2023
Non-Executive Directors:
D Knox
98%
98%
-
-
2%
2%
A Gosling
98%
98%
-
-
2%
2%
P O'Brien
98%
98%
-
-
2%
2%
J McDowell
98%
98%
-
-
2%
2%
I Meyer
96%
98%
-
-
4%
2%
A Hartmann1
-
-
-
-
-
-
P Rowland
100%
81%
-
10%
-
9%
Chief Executive Officer:
K Hall2
71%
75%
13%
13%
16%
12%
Other Key Management
Personnel:
B Gonzales
72%
71%
12%
15%
16%
14%
A Skeats
71%
73%
12%
14%
17%
13%
1
P Rowland resigned as the Non-Executive Director during the 2024 Financial Year.
2
K Hall was previously in the role of Chief Financial Officer and commenced as the Chief Executive Officer on 1 May
2023.
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
Kingsley Hall
Title:
Chief Executive Officer
Agreement commenced:
1 May 2023
Term of agreement:
No fixed term. Micro-X or Mr Hall may terminate the employment contract at any time
provide that either party gives 6 months' notice.
Details:
Annual salary is $398,000 per annum inclusive of employer superannuation
contributions (subject to annual review).
Name:
Brian Gonzales
Title:
Chief Scientific Officer, CEO of Micro-X Inc.
Agreement commenced:
1 May 2023
Term of agreement:
No fixed term. Micro-X or Mr Gonzales may terminate the employment contract at any
time provided that either party gives 4 weeks' notice.
Details:
Annual salary is US$225,000 per annum plus compulsory benefits (subject to annual
review).
Name:
Anthony Skeats
Title:
Chief Operating Officer
Agreement commenced:
1 May 2023
Term of agreement:
No fixed term. Micro-X or Mr Skeats may terminate the employment contract at any time
provided that either party gives 2 months' notice.
Details:
Annual salary is $360,000 per annum inclusive of employer superannuation
contributions (subject to annual review).
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
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Micro-X Limited
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Dir e c t or s ’ R e p or t C ON T ’D
Micro-X Limited
Directors' report
For the year ended 30 June 2024
Share-based compensation
Issue of securities
Details of Performance Rights, Shares and Options issued to directors and other key management personnel as part of
compensation during the year ended 30 June 2024 are set out below:
Issue of Performance Rights
The following table illustrates the movement of and closing balance of rights held by KMP during the Financial Year:
Held at 1
July 2023
Granted as
Remuneration
Exercised or
Lapsed
Held at 30
June 2024
Average Fair
Value per
Right at Grant
Date
Non-Executive Directors:
D Knox
92,593
-
-
92,593
$0.152
A Gosling
60,186
-
-
60,186
$0.152
P O'Brien
60,186
-
-
60,186
$0.152
J McDowell
60,186
-
-
60,186
$0.152
I Meyer
127,877
-
-
127,877
$0.081
-
-
-
-
K Hall
3,808,490
2,838,508
(509,861)
6,137,137
$0.169
A Skeats
3,732,944
2,413,306
(509,033)
5,637,217
$0.170
B Gonzales
2,280,381
2,096,738
(1,081,554)
3,295,565
$0.122
10,222,843
7,348,552
(2,100,448)
15,470,947
P Rowland was not a KMP as at 30 June 2024 reducing the opening balance of rights held.
Issue of Performance Rights
The terms and conditions of each performance right affecting remuneration in the current or a future reporting period are as
follows:
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Annual Report 2024
Dir e c t or s ’ R e p or t C ON T ’D
Micro-X Limited
Directors' report
For the year ended 30 June 2024
Grant Date
Vesting and
exercise date
Expiry date
Performance
Criteria
Value per
right at grant
date
Performance
achieved
% Vested
23 December
2020
31 August
2021
23 December
2035
Short term
performance
$0.370
85% of target
85%
23 December
2020
30 November
2021
23 December
2035
Long term
performance
$0.219
200% of target
100%
23 December
2020
30 November
2022
23 December
2035
Long term
performance
$0.231
0% of target
0%
23 December
2020
30 November
2023
23 December
2035
Long term
performance
$0.243
0% of target
0%
23 December
2020
30 November
2021
23 December
2035
Long term
service
$0.370
100%
100%
23 December
2020
30 November
2022
23 December
2035
Long term
service
$0.370
100%
100%
23 December
2020
30 November
2023
23 December
2035
Long term
service
$0.370
100%
100%
30 September
2021
31 August
2022
30 September
2036
Short term
performance
$0.330
75% of target
75%
30 September
2021
30 September
2024
30 September
2036
Long term
performance
$0.199
To be
determined
N/A
30 September
2021
30 September
2024
30 September
2036
Long term
service
$0.330
To be
determined
N/A
22 December
2021
21 December
2024
21 December
2036
Long term
performance
$0.152
To be
determined
N/A
12 December
2022
12 December
2025
12 December
2037
Long term
service
$0.125
To be
determined
N/A
3 January
2023
31 August
2023
3 January
2038
Short term
performance
$0.145
65% of target
65%
3 January
2023
3 January
2026
3 January
2038
Long term
performance
$0.081
To be
determined
N/A
3 January
2023
3 January
2026
3 January
2038
Long term
performance
$0.081
To be
determined
N/A
9 January
2023
31 August
2023
9 January
2038
Short term
performance
$0.140
65% of target
65%
1 November
2023
31 October
2026
1 November
2038
Long term
performance
$0.074
To be
determined
N/A
3 January
2024
31 August
2024
3 January
2039
Short term
performance
$0.105
50% of target
50%
3 January
2024
2 January
2027
3 January
2039
Long term
service
$0.140
To be
determined
N/A
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the Financial Year by each director and other members of key management
personnel of the Group, including their personally related parties, is set out below:
Balance at
Received
Balance at
the start of
as part of Conversions/
Disposals/
the end of
the year
remuneration
Additions
other
the year
Ordinary shares
D Knox
713,651
544,034
210,526
-
1,468,211
A Gosling
532,151
-
263,157
-
795,308
P O'Brien
7,806,388
-
1,052,632
-
8,859,020
J McDowell
521,216
201,070
157,894
-
880,180
I Meyer
105,555
-
105,263
-
210,818
B Gonzales
645,153
-
448,571
-
1,093,724
10,324,114
745,104
2,238,043
-
13,307,261
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Micro-X Limited
36
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36
Micro-X Limited
Dir e c t or s ’ R e p or t C ON T ’D
Micro-X Limited
Directors' report
For the year ended 30 June 2024
P Rowland was not a KMP as at 30 June 2024 reducing the opening balance of rights held.
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director and other members
of key management personnel of the Group, including their personally related parties, is set out below:
Balance at
Balance
the start of
Acquired
during
the end of
the year
the year
Converted
the year
Options over ordinary shares
D Knox
-
105,263
-
105,263
A Gosling
-
131,573
-
131,573
P O'Brien
-
526,316
-
526,316
J McDowell
-
78,947
-
78,947
I Meyer
-
52,631
-
52,631
-
894,730
-
894,730
This concludes the remuneration report, which has been audited.
Shares issued on the exercise of options
There were no ordinary shares of Micro-X Limited issued during the period between 30 June 2024 and up to the date of this
report on the exercise of rights granted.
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the Financial Year, the Company paid a premium in respect of a contract to insure the directors and executives of the
Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure
of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the Financial Year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the Financial Year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the Financial Year by the auditor
are outlined in note 25 to the financial statements.
The directors are satisfied that the provision of non-audit services during the Financial Year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 25 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of
the auditor; and
●
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of
Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company,
acting as advocate for the Company or jointly sharing economic risks and rewards.
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Annual Report 2024
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Annual Report 2024
37
Annual Report 2024
Dir e c t or s ’ R e p or t C ON T ’D
Micro-X Limited
Directors' report
For the year ended 30 June 2024
Officers of the Company who are former partners BDO Audit Pty Ltd
There are no officers of the Company who are former partners of BDO Audit Pty Ltd.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments
Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations
Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
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
BDO Audit Pty Ltd continues in office in accordance with section 327B of the Corporation 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
___________________________
David Knox
Non-Executive Chair
28 August 2024
38
Micro-X Limited
38
Micro-X Limited
38
Micro-X Limited
A UDI T OR ’S INDE P E NDE NCE DE CL A R AT ION
BDO Centre
Level 7, 420 King William Street
Adelaide SA 5000
GPO Box 2018 Adelaide SA 5001
Australia
Tel: +61 8 7324 6000
Fax: +61 8 7324 6111
www.bdo.com.au
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
DECLARATION OF INDEPENDENCE
BY ANDREW TICKLE
TO THE DIRECTORS OF MICRO-X LIMITED
As lead auditor of Micro-X Limited for the year ended 30 June 2024, I declare that, to the best of my
knowledge and belief, there have been:
1.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2.
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Micro-X Limited and the entities it controlled during the period.
Andrew Tickle
Director
BDO Audit Pty Ltd
Adelaide, 28 August 2024
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Annual Report 2024
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Annual Report 2024
S TAT E ME N T OF P R OF I T OR L O S S
A ND O T HE R C OMP R E HE N SI V E INCOME
Micro-X Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$'000
$'000
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
Total Revenue
5
15,222
15,005
Other Income
6
6,740
7,390
Expenses
Change in inventory/raw materials and consumables
(5,777)
(3,505)
Employee and director expenses
(16,623)
(17,019)
Selling and Distribution expenses
(937)
(1,378)
Office and administrative expenses
(762)
(769)
Corporate expenses
(430)
(331)
Quality and regulatory expenses
(93)
(269)
Project development expenses
(3,708)
(6,444)
Depreciation and amortisation expense
(1,539)
(1,589)
Other expenses
(1,610)
(1,576)
Finance expenses
(248)
(269)
Total expenses
(31,727)
(33,149)
Loss before income tax expense
(9,765)
(10,754)
Income tax expense
7
-
-
Loss after income tax expense for the year attributable to the owners of Micro-
X Limited
(9,765)
(10,754)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
207
(4)
Other comprehensive income for the year, net of tax
207
(4)
Total comprehensive income for the year attributable to the owners of Micro-X
Limited
(9,558)
(10,758)
Cents
Cents
Basic earnings per share
32
(1.85)
(2.17)
Diluted earnings per share
32
(1.85)
(2.17)
40
Micro-X Limited
40
Micro-X Limited
S TAT E ME N T OF F IN A NCI A L P O SI T ION
Micro-X Limited
Statement of financial position
As at 30 June 2024
Consolidated
Note
2024
2023
$'000
$'000
The above statement of financial position should be read in conjunction with the accompanying notes
Assets
Current assets
Cash and cash equivalents
3,228
5,223
Trade and other receivables
8
7,212
6,996
Contract assets
9
2,941
1,633
Inventories
10
5,379
7,338
Other Assets
11
1,138
1,247
Total current assets
19,898
22,437
Non-current assets
Property, plant and equipment
12
2,924
3,114
Right-of-use assets and lease liabilities
13
3,953
4,615
Intangibles
14
120
132
Total non-current assets
6,997
7,861
Total assets
26,895
30,298
Liabilities
Current liabilities
Trade and other payables
15
6,530
5,584
Contract liabilities
16
255
855
Lease liabilities
13
692
726
Provisions
17
1,156
1,153
Total current liabilities
8,633
8,318
Non-current liabilities
Lease liabilities
13
3,298
3,977
Provisions
18
703
810
Total non-current liabilities
4,001
4,787
Total liabilities
12,634
13,105
Net assets
14,261
17,193
Equity
Issued capital
19
131,933
125,396
Foreign currency translation reserve
20
221
14
Convertible notes
65
65
Share based payments reserve
21
3,815
3,852
Accumulated losses
(121,773)
(112,134)
Total equity
14,261
17,193
41
Annual Report 2024
41
Annual Report 2024
S TAT E ME N T OF CH A NGE S IN E Q UI T Y
Micro-X Limited
Statement of changes in equity
For the year ended 30 June 2024
The above statement of changes in equity should be read in conjunction with the accompanying notes
Total equity
Issued
capital
Share based
payment
reserve
Foreign
currency
translation
reserve
Convertible
notes
Accumulated
losses
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
117,529
3,057
18
65
(101,380)
19,289
Loss after income tax expense
for the year
-
-
-
-
(10,754)
(10,754)
Other comprehensive income for
the year, net of tax
-
-
(4)
-
-
(4)
Total comprehensive income for
the year
-
-
(4)
-
(10,754)
(10,758)
Issue of shares - Placement
7,455
-
-
-
-
7,455
Capital raising costs
(105)
-
-
-
-
(105)
Transactions with owners in
their capacity as owners:
Issue of rights under Employee
Equity Plan (note 21)
-
1,155
-
-
-
1,155
Exercise of rights under
Employee Equity Plan (note 19)
360
(360)
-
-
-
-
Issue of shares in lieu of Cash
Payments (note 19)
80
-
-
-
-
80
Issue of shares under Employee
Gift Plan (note 19)
77
-
-
-
-
77
Balance at 30 June 2023
125,396
3,852
14
65
(112,134)
17,193
42
Micro-X Limited
42
Micro-X Limited
S tat e me n t of Ch a nge s in E q ui t y C ON T ’D
Micro-X Limited
Statement of changes in equity
For the year ended 30 June 2024
The above statement of changes in equity should be read in conjunction with the accompanying notes
Total equity
Issued
capital
Share based
payment
reserve
Foreign
currency
translation
reserve
Convertible
notes
Accumulated
losses
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2023
125,396
3,852
14
65
(112,134)
17,193
Loss after income tax expense
for the year
-
-
-
-
(9,765)
(9,765)
Other comprehensive income for
the year, net of tax
-
-
207
-
-
207
Total comprehensive income for
the year
-
-
207
-
(9,765)
(9,558)
Issue of shares - Placement
4,000
-
-
-
-
4,000
Issue shares - Share Purchase
Plan
1,917
-
-
-
-
1,917
Capital raising costs
(448)
-
-
-
-
(448)
Conversion of options attached
to Share Purchase Plan shares
4
-
-
-
-
4
Transactions with owners in
their capacity as owners:
Issue of rights under Employee
Equity Plan (note 21)
-
990
-
-
-
990
Expiry of rights under Employee
Equity Plan (note 19)
-
(126)
-
-
126
-
Exercise of rights under
Employee Equity Plan (note 19)
901
(901)
-
-
-
-
Issue of shares in lieu of Cash
Payments (note 19)
85
-
-
-
-
85
Issue of shares under Employee
Gift Plan (note 19)
78
-
-
-
-
78
Balance at 30 June 2024
131,933
3,815
221
65
(121,773)
14,261
43
Annual Report 2024
43
Annual Report 2024
43
Annual Report 2024
S TAT E ME N T OF C A S H F L O W S
Micro-X Limited
Statement of cash flows
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$'000
$'000
The above statement of cash flows should be read in conjunction with the accompanying notes
Cash flows from operating activities
Receipts from customers
6,990
3,894
Payments to suppliers
(27,932)
(30,029)
Interest received
41
1
R&D incentive tax refunds
6,232
3,885
Grant funding received
432
494
Receipts in relation to the ASA MRFF Program
1,608
3,268
Receipts in relation to the DHS Checkpoint Program
4,868
3,227
Receipts in relation to Varex Technology Transfer
1,558
4,518
Interest and other finance costs paid
(2)
-
Lease interest payments
(230)
(251)
Net cash used in operating activities
31
(6,435)
(10,993)
Cash flows from investing activities
Payments for property, plant and equipment
(369)
(779)
Net cash used in investing activities
(369)
(779)
Cash flows from financing activities
Proceeds from issue of shares
5,921
7,455
Payments for capital raising costs
(396)
(105)
Repayment of Lease liabilities
(716)
(658)
Net cash from financing activities
4,809
6,692
Net decrease in cash and cash equivalents
(1,995)
(5,080)
Cash and cash equivalents at the beginning of the Financial Year
5,223
10,303
Cash and cash equivalents at the end of the Financial Year
3,228
5,223
44
Micro-X Limited
44
Micro-X Limited
NO T E S T O T HE F IN A NCI A L S TAT E ME N T S
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 1. General information
The financial statements cover Micro-X Limited as a Group consisting of Micro-X Limited and the entities it controlled at the
end of, or during, the year. The financial statements are presented in Australian dollars, which is Micro-X Limited's functional
and presentation currency.
Registered office
Principal place of business
A14, 6 MAB Eastern Promenade
A14, 6 MAB Eastern Promenade
Tonsley
Tonsley
SA 5042
SA 5042
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is
not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 28 August 2024.
Note 2. Material accounting policy information
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
The adoption of these standards did not result in significant changes to the Group’s accounting policies and had no material
impact to the Group’s financial statements, except as disclosed below.
AASB 2021-2 Amendments to Australian Accounting Standards - Disclosures of Accounting Policies and Definition of
Accounting Estimates
The amendment took effect from 1 January 2023, requiring entities to disclose only material accounting policy information
rather than all significant accounting policies. The amendment also provides guidance on which accounting policy information
is expected to be material. Management adopted the amendment for the first time this financial year, assessing the material
accounting policies to the user and removing accounting policies that were standardised information or information that only
duplicates or summarises the requirements of the Standards.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
45
Annual Report 2024
45
Annual Report 2024
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 2. Material accounting policy information (continued)
Going Concern
The Group incurred a net loss after tax for the Financial Year ended 30 June 2024 of $9.8M (2023: $10.8M) and had net
cash outflows from operating activities of $6.4M (2023: $11.0M). The Group had net assets for the Financial Year ended 30
June 2024 of $14.3M (2023: $17.2M).
The directors believe that the Group will be able to continue as a going concern, which contemplates continuity of normal
business activities and the realisation of assets and settlement of liabilities in the ordinary course of business and as a result
the financial statements have been prepared on a going concern basis. The accounts have been prepared on the
assumption that the Group is a going concern for the following reasons:
●
The Group has $12.7M of contracted receipts for development work due to be received in FY2025, subject to satisfaction
of milestones, under the contracts with the Australian Stroke Alliance for the CT Brain scanner, U.S. Department of
Homeland Security for the Miniature baggage scanner and Airport Self Service Portal and Varex Imaging Corporation;
●
The Group expects to continue to convert the majority of its Rover inventory to positive cashflow with further cash benefit
to be realised for reducing inventory holding;
●
The Group is due to receive an approximate $6.4M cash receipt in relation to R&D tax incentive in the coming months;
●
The operating loss for the year ended 30 June 2024 included investment in completing the development of the Argus X-
ray Camera;
●
The Group completed a cost reduction initiative to better manage cash resources moving forward with $2.0M of annual
savings and identified a further $0.7M savings in the current financial year;
●
The Group will continue to explore additional partnership opportunities to fund and co-fund development, and the Group
has a successful track record of securing partnerships; and
●
The Group is an ASX-listed entity, it has the ability to seek to raise additional funds.
The Directors are of the opinion that no asset is likely to be realised for an amount less than the amount at which it is recognised
in the financial report as at 30 June 2024.
Accordingly, this financial report does not include any adjustments relating to the recoverability and classification of recorded
asset amounts or to the amounts and classification of liabilities as might be necessary should the Group not continue as a
going concern.
Notwithstanding the above, there is a material uncertainty related to events or conditions that may cast significant doubt on
the Group’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its
liabilities in the normal course of business.
Revenue and Other Income
Revenue recognition – Agent versus Principal determination
Micro-X utilises sub-contractors as part of delivering its engineering contract services. For certain sub-contractors, the Group
has used its judgement to assess its relationship considering the nature of the contractual terms, assess control of the services
and responsibility of parties involved. Where the Group has determined that it acts an agent for all or part of a contract, the
Group offsets its contract engineering revenue and relevant project costs.
The Group recognises revenue as follows:
Sale of goods
Revenue from sale of goods is recognised at the point in time when control of the asset is transferred to the customer, generally
when delivery is organised. The normal credit term is 30 days upon delivery.
Warranty obligations
The Group typically provides warranties for general repairs of defects that existed at the time of sale, as required by law.
These assurance-type warranties are accounted for as warranty provisions. Refer to the accounting policy on warranty
provisions at note 3.
46
Micro-X Limited
46
Micro-X Limited
46
Micro-X Limited
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 2. Material accounting policy information (continued)
Engineering Contract Services
The Group recognises revenue from Engineering Contract Services over time.
For fixed-price contracts, such as with the Australian Stroke Alliance and Varex Imaging Corporation, revenue is recognised
based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided.
This is determined based on the actual labour hours spent relative to the total expected labour hours. The Group uses an
input method in measuring progress of the consulting services because there is a direct relationship between the Group’s
effort (i.e. based on the labour hours and project expenses incurred) and the transfer of service to the customer.
For time and materials contracts, such as the Department of Homeland Security, revenue is recognised based on the actual
service provided to the end of the reporting period based on the actual hours worked and actual material expenditure incurred
during the period.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting
increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances
that give rise to the revision become known by management.
When payment for services performed is not due until completion of a relevant project milestone, a contract asset is recognised
over the period in which the services are performed representing the Group's right to consideration for the services performed
to date.
Government subsidies and Grants
Subsidies from the government such as R&D tax incentive rebate, AMGF and MMF Grants are recognised as other income
at their fair value where there is reasonable assurance that the grant will be received, the Company will comply with attached
conditions and the incentive is readily measurable.
In relation to R&D, as the estimate is reliably measurable, the R&D tax incentive is measured on an accruals basis. Grant
funds paid during the year are also being treated on an accruals basis.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Trade and other receivables
Trade receivables are generally due for settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Contract assets
Contract assets are recognised when the Group has transferred goods or services to the customer but where the Group is yet
to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes.
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on an average
cost basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate
proportion of variable and fixed overhead expenditure based on normal operating capacity.
Property, plant and equipment
Fixed assets (leasehold improvements, plant & equipment, furniture & fittings and computer equipment) are stated at historical
cost less accumulated depreciation and impairment.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Leasehold improvements
10 years
Plant and equipment
3-7 years
Fixtures and fittings
3-7 years
Computer equipment
3-7 years
47
Annual Report 2024
47
Annual Report 2024
47
Annual Report 2024
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 2. Material accounting policy information (continued)
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets,
whichever is shorter.
Right-of-use assets
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life
of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful life.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms
of 12 months or less and leases of low-value assets.
Intangible assets
Intangible assets acquired separately are initially recognised at cost.
Intellectual property
Significant costs associated with intellectual property are capitalised and amortised on a straight-line basis over the period of
their expected benefit, being their finite life of 10 years.
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.
Trade and other payables
The amounts are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised when a
customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration
(whichever is earlier) before the Group has transferred the goods or services to the customer.
Employee benefits
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, rights, or options over shares, that are provided to employees in exchange
for the rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
a Monte-Carlo 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 Company receives the
services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods
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.
48
Micro-X Limited
48
Micro-X Limited
48
Micro-X Limited
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 2. Material accounting policy information (continued)
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a
cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period,
any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
Foreign Currency Translation
Functional and presentation currency:
The financial statements are presented in Australian dollars, which is Micro-X Ltd's functional and presentation currency.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments
Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations
Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect
the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation
to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the
related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities (refer to the respective notes) within the next Financial Year are discussed
below.
Share-based payment transactions (Note 21)
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using the Monte-Carlo model considering
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.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and
equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or
some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written
down.
Income tax
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining
the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business
for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax and audit issues based
on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying
amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is
made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
49
Annual Report 2024
49
Annual Report 2024
49
Annual Report 2024
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 3. Critical accounting judgements, estimates and assumptions (continued)
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is
exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying
asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included
in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise
an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors
considered may include the importance of the asset to the Group's operations; comparison of terms and conditions to
prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and
disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension option, or not
exercise a termination option, if there is a significant event or significant change in circumstances.
Research and development (R&D) tax incentive
The Group is entitled to claim R&D tax incentives in Australia. The R&D tax incentive is calculated using the estimated R&D
expenditure multiplied by a 43.5% refundable tax offset. The Group accounts for this incentive as other income within the
Statement of Profit or Loss and Other Comprehensive Income.
Warranty provision
The Group provides warranties for general repairs of defects that existed at the time of sale, as required by law. Provisions
related to these assurance-type warranties are recognised when the product is sold, or the service is provided to the customer.
Initial recognition is based on historical experience. The estimate of warranty-related costs is revised annually.
Note 4. Operating segments
The Group has operations in Australia and the United States (Micro-X Inc) and the UK (Micro-X UK Operation Limited).
The Executive Management Committee is the Chief Operating Decision Maker (CODM) and monitors the operating results of
its business units separately for the purpose of making decisions about resource allocation and performance assessment.
Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated
financial statements.
Operating segment information
For management purposes, the Group has been split into geographical segments. Micro-X UK Operations Limited has been
aggregated into the Parent Company.
Micro-X
Limited
Australia
$'000
Micro-X Inc
United States
$'000
Total
Revenue
Sales to external customers
9,638
5,584
15,222
Other revenue
6,747
(7)
6,740
Total revenue
16,385
5,577
21,962
Expenses
Depreciation and amortisation
(1,300)
(239)
(1,539)
Finance costs
(226)
(22)
(248)
Other expenses
(24,122)
(5,818)
(29,940)
Total expenses
(25,648)
(6,079)
(31,727)
Loss before income tax expense
(9,263)
(502)
(9,765)
50
Micro-X Limited
50
Micro-X Limited
50
Micro-X Limited
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 4. Operating segments (continued)
Micro-X
Limited
Australia
$'000
Micro-X Inc
United States
$'000
Total
Total assets
23,727
3,129
26,856
Total Liabilities
(5,502)
(7,093)
(12,595)
Net Assets
18,225
(3,964)
14,261
Major customers
During the Financial Year ended 30 June 2024 approximately $4.2M being 48% of engineering contract services (2023: $3.4M
being 23%) was derived from services to the U.S Department of Homeland Security (DHS). An additional $3.1M being 35%
(2023: $4.5M being 30%) from engineering contract services was derived from an agreement in September 2022 with Varex
Imaging Corporation for an exclusive global license enabling them to use Micro-X's NEX technology in the field of multi-beam
X-ray tubes.
A further $1M being 11% of engineering contract services (2023: $3.3M being 21%) was relating to services to the Australian
Stroke Alliance (ASA).
Note 5. Revenue
Consolidated
2024
2023
$'000
$'000
Sale of Goods
6,410
3,795
Engineering contract services
8,812
11,210
Revenue
15,222
15,005
51
Annual Report 2024
51
Annual Report 2024
51
Annual Report 2024
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 5. Revenue (continued)
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Consolidated
2024
2023
$'000
$'000
Major product lines
Micro-X Rover
5,346
2,812
DRX Revolution Nano
743
238
Spare Parts
321
745
Engineering Contract Services
8,812
11,210
15,222
15,005
Geographical regions
United States
9,463
10,772
Asia-Pacific
4,324
4,012
Europe & EMEA
1,435
221
15,222
15,005
Timing of revenue recognition
Goods transferred at a point in time
6,410
3,795
Services transferred over time
8,812
11,210
15,222
15,005
Note 6. Other Income
Consolidated
2024
2023
$'000
$'000
Interest Received
40
1
Research & Development Tax Incentive Refund
6,373
6,647
Net (Loss)/Gain on Disposal of Asset
(7)
67
Other Government Grants
334
675
6,740
7,390
52
Micro-X Limited
52
Micro-X Limited
52
Micro-X Limited
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 7. Income tax
Consolidated
2024
2023
$'000
$'000
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
(9,765)
(10,754)
Tax at the statutory tax rate of 25%
(2,441)
(2,689)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Share-based payments
267
308
R&D tax incentive income
(1,594)
(1,662)
Feedstock adjustment
29
65
R&D expenditure
3,327
3,582
Loss conversion of convertible notes
-
23
Other-assessable income
111
30
(301)
(343)
Current year tax losses not recognised
505
666
Current year temporary differences not recognised
(204)
(323)
Income tax expense
-
-
The Group has tax losses that arose of $39.3M (2023: $38.1M) that are available indefinitely for offsetting against future
taxable profits of the companies in which the tax losses arose.
Deferred tax assets have not been recognised in respect of these losses as the Group has been loss-making for some time,
and there is no evidence of recoverability in the near future.
Note 8. Current assets - trade and other receivables
Consolidated
2024
2023
$'000
$'000
Trade receivables
781
698
R&D tax incentive receivable
6,373
6,232
Other receivables
20
20
7,174
6,950
GST receivable
38
46
7,212
6,996
Note 9. Current assets - contract assets
Consolidated
2024
2023
$'000
$'000
Contract assets
2,941
1,633
53
Annual Report 2024
53
Annual Report 2024
53
Annual Report 2024
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 10. Current assets - inventories
Consolidated
2024
2023
$'000
$'000
Raw materials
5,212
5,973
Finished goods
167
1,365
5,379
7,338
Note 11. Current assets - Other Assets
Consolidated
2024
2023
$'000
$'000
Prepayments and deposits
1,138
1,247
Note 12. Non-current assets - property, plant and equipment
Consolidated
2024
2023
$'000
$'000
Leasehold improvements - at cost
1,765
1,757
Less: Accumulated depreciation
(912)
(723)
853
1,034
Plant and equipment - at cost
3,915
3,092
Less: Accumulated depreciation
(2,169)
(1,698)
1,746
1,394
Fixtures and fittings - at cost
252
232
Less: Accumulated depreciation
(137)
(105)
115
127
Computer equipment - at cost
685
652
Less: Accumulated depreciation
(481)
(399)
204
253
Work in progress - at cost
6
306
Total property, plant and equipment
2,924
3,114
54
Micro-X Limited
54
Micro-X Limited
54
Micro-X Limited
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 12. Non-current assets - property, plant and equipment (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous Financial Year are set out
below:
Leasehold
improvements
Plant &
equipment
Fixtures &
fittings
Computer
Equipment
Work in
Progress
Total
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
1,214
1,251
142
284
190
3,081
Additions/Exchange rate
movements
9
555
14
137
306
1,021
Transfers in/(out)
-
149
-
-
(149)
-
Disposals
-
(23)
-
-
(41)
(64)
Depreciation expense
(189)
(538)
(29)
(168)
-
(924)
Balance at 30 June 2023
1,034
1,394
127
253
306
3,114
Additions/Exchange rate
movements
8
491
20
50
58
627
Transfers in/(out)
-
358
-
-
(358)
-
Disposals
-
-
-
(9)
-
(9)
Depreciation expense
(189)
(497)
(32)
(90)
-
(808)
Balance at 30 June 2024
853
1,746
115
204
6
2,924
Note 13. Non-current assets - Right-of-use assets and lease liabilities
The Group leases land and buildings for its offices and production facilities under agreements of between 5 to 10 years with,
in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are
renegotiated. The Group also leases machinery under agreements of between 1 to 5 years.
Consolidated
2024
2023
$'000
$'000
Right-of-use
6,577
6,489
Less: Accumulated depreciation
(2,624)
(1,874)
3,953
4,615
Consolidated
2024
2023
$'000
$'000
As at 1 July 2023
4,615
5,308
Modification to Lease Agreement
-
30
Additions/Exchange rate movements
68
-
Depreciation
(730)
(723)
As at 30 June 2024
3,953
4,615
Set out below are the carrying amounts of lease liabilities (disclosed as current and non-current lease liabilities) and the
movements during the period:
55
Annual Report 2024
55
Annual Report 2024
55
Annual Report 2024
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 13. Non-current assets - Right-of-use assets and lease liabilities (continued)
Consolidated
2024
2023
$'000
$'000
As at 1 July 2023
4,703
5,314
Additions/Exchange rate movements
2
21
Modification of lease terms
-
30
Accretion of interest
231
251
Payments
(946)
(913)
As at 30 June 2024
3,990
4,703
Current
692
726
Non-Current
3,298
3,977
3,990
4,703
Factors considered in determining the life of lease liabilities is discussed at note 3.
The following are the amounts recognised in profit & loss:
Consolidated Consolidated
2024
2023
$'000
$'000
Depreciation expense - Right of use assets
730
723
Interest expense - lease liability
230
250
960
973
Note 14. Non-current assets - intangibles
Consolidated
2024
2023
$'000
$'000
Intellectual property - at cost
35
47
Patents and trademarks - at amortised value
85
85
120
132
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous Financial Year are set out
below:
Capitalised
development
costs
Patents &
Trademarks
Total
Consolidated
$'000
$'000
$'000
Balance at 1 July 2022
59
85
144
Amortisation expense
(12)
-
(12)
Balance at 30 June 2023
47
85
132
Amortisation expense
(12)
-
(12)
Balance at 30 June 2024
35
85
120
56
Micro-X Limited
56
Micro-X Limited
56
Micro-X Limited
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 15. Current liabilities - trade and other payables
Consolidated
2024
2023
$'000
$'000
Trade payables
2,545
2,482
Other payables and accrued expenses
3,985
3,102
6,530
5,584
Note 16. Current liabilities - contract liabilities
Consolidated
2024
2023
$'000
$'000
Government Grant funding in advance (AMGF & MMF)
255
355
Contract Liabilities
-
500
255
855
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and
previous Financial Year are set out below:
Opening balance
855
459
Transfer to revenue
(600)
(104)
Payments received in advance
-
500
Closing balance
255
855
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the
reporting period was $12.0M as at 30 June 2024 ($5.5M as at 30 June 2023) and is expected to be recognised as revenue in
future periods as follows:
Consolidated
2024
2023
$'000
$'000
Within 6 months
4,018
2,800
6 to 12 months
2,594
2,118
12 to 18 months
4,237
561
18 to 24 months
1,043
-
Over 24 months
100
-
11,992
5,479
The above revenues have been adjusted for the impact of the Agent versus Principal determination which is detailed in note
2.
Note 17. Current liabilities - provisions
Consolidated
2024
2023
$'000
$'000
Employee Entitlements
1,156
1,153
57
Annual Report 2024
57
Annual Report 2024
57
Annual Report 2024
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 18. Non-current liabilities - provisions
Consolidated
2024
2023
$'000
$'000
Long service leave
122
173
Lease make good
505
505
Warranties
76
132
703
810
Lease make good
The provision represents the present value of the estimated costs to make good the premises leased by the Group at the end
of the respective lease terms.
Warranties
The provision represents the estimated warranty claims in respect of products sold which are still under warranty at the
reporting date. The provision is estimated based on historical warranty claim information, sales levels and any recent trends
that may suggest future claims could differ from historical amounts.
Movements in provisions
Movements in each class of provision during the current Financial Year, other than employee benefits, are set out below:
Lease make
good
Warranties
Consolidated - 2024
$'000
$'000
Carrying amount at the start of the year
505
132
Additional provisions recognised
-
67
Amounts used
-
(14)
Unused amounts reversed
-
(109)
Carrying amount at the end of the year
505
76
Note 19. Equity - Issued capital
Consolidated
2024
2023
2024
2023
Shares
Shares
$'000
$'000
Ordinary shares - fully paid
581,603,759 514,365,432
131,933
125,396
58
Micro-X Limited
58
Micro-X Limited
58
Micro-X Limited
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 19. Equity - Issued capital (continued)
Movements in ordinary share capital
Details
Date
Shares
Issue price
$'000
Balance
1 July 2022
461,454,266
117,529
Exercise of Rights under Employee Equity Plan
29 Jul 2022
35,589
$0.370
13
Exercise of Rights under Employee Equity Plan
29 Jul 2022
15,136
$0.330
5
Issue of shares in lieu of cash payments for Directors
Fees
21 Sep 2022
196,783
$0.138
27
Issues of shares - Placement
23 Sep 2022
23,780,000
$0.147
3,496
Exercise of Rights under Employee Equity Plan
19 Oct 2022
27,778
$0.330
9
Exercise of Rights under Employee Equity Plan
28 Oct 2022
83,965
$0.370
31
Exercise of Rights under Employee Equity Plan
28 Oct 2022
36,995
$0.330
12
Issue of shares in lieu of cash payments for Directors
Fees
16 Nov 2022
174,863
$0.150
26
Issue of Shares under Employee Gift Plan
13 Dec 2022
565,188
$0.138
78
Issues of Shares - Placement
15 Dec 2022
26,929,000
$0.147
3,959
Capital Raising Costs
15 Dec 2022
-
$0.000
(105)
Exercise of Rights under Employee Equity Plan
21 Dec 2022
245,687
$0.370
91
Exercise of Rights under Employee Equity Plan
21 Dec 2022
353,080
$0.330
117
Issue of shares in lieu of cash payments for Directors
Fees
1 Mar 2023
204,782
$0.120
25
Exercise of Rights under Employee Equity Plan
1 Mar 2023
112,388
$0.370
42
Exercise of Rights under Employee Equity Plan
1 Mar 2023
98,782
$0.219
22
Exercise of Rights under Employee Equity Plan
25 May 2023
51,150
$0.370
19
Balance
30 June 2023
514,365,432
125,396
Issue of Shares in lieu of cash payments for Directors
Fees
7 July 2023
475,494
$0.115
54
Exercise of Rights under Employee Equity Plan
7 July 2023
1,010,982
$0.370
374
Exercise of Rights under Employee Equity Plan
7 July 2023
380,518
$0.330
126
Exercise of Rights under Employee Equity Plan
7 July 2023
192,568
$0.219
42
Exercise of Rights under Employee Equity Plan
6 Oct 2023
1,038,905
$0.145
151
Exercise of Rights under Employee Equity Plan
6 Oct 2023
33,785
$0.330
11
Exercise of Rights under Employee Equity Plan
6 Oct 2023
9,357
$0.370
3
Issue of shares under Employee Gift Plan
1 Nov 2023
557,076
$0.140
78
Exercise of Rights under Employee Equity Plan
18 Jan 2024
660,629
$0.140
93
Exercise of Rights under Employee Equity Plan
18 Jan 2024
95,626
$0.370
35
Issue of Shares - Placement
22 Apr 2024
41,052,631
$0.095
3,900
Capital Raising Costs
22 Apr 2024
-
$0.000
(448)
Issue of Shares - Placement
30 May 2024
1,052,632
$0.095
100
Issue Shares - Share Purchase Plan
30 May 2024
20,184,088
$0.095
1,917
Exercise of Rights under Employee Equity Plan
26 Jun 2024
163,962
$0.370
61
Exercise of Rights under Employee Equity Plan
26 Jun 2024
34,149
$0.145
5
Exercise of Options under Share Purchase Plan
28 Jun 2024
26,315
$0.135
4
Issue of Shares in lieu of cash payments for Directors
Fees
28 Jun 2024
269,610
$0.120
31
Balance
30 June 2024
581,603,759
131,933
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
59
Annual Report 2024
59
Annual Report 2024
59
Annual Report 2024
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 19. Equity - Issued capital (continued)
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide
returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost
of capital.
Note 20. Equity - Foreign currency translation reserve
Consolidated
2024
2023
$'000
$'000
Exchange differences on translating foreign operations
221
14
Note 21. Equity - Share based payments reserve
Consolidated
2024
2023
$'000
$'000
Share-based payments reserve
3,815
3,852
Micro-X issued service rights to all staff and service rights and performance rights, inclusive of short term incentives (STI) and
long term incentives (LTI) to Leadership and a subset of other staff under its Employee Equity Plan on 31 October 2023 and
3 January 2024. The rights hold various service and performance conditions which vest over 3 years.
The following assumptions have been used:
Valuation Inputs & Conclusions
Description
LTI Service
Rights
STI Performance
Rights
LTI Performance
Rights
Valuation Date
31 Oct 2023
3 Jan 2024
3 Jan 2024
Number of instruments issued
6,898,527
6,577,410
5,223,476
Spot Price
$0.14
$0.105
$0.074
Exercise Price
Nil
Nil
Nil
Life (Years)
3
1
3
Volatility*
85%
85%
85%
Dividend Yield
0.00%
0.00%
0.00%
Risk Free Rate
4%
4%
4%
Assessed Value
$0.140
$0.105
$0.074
*Based on historical volatility of Micro-X shares and comparable companies.
The fair value of the rights expensed for the year ended 30 June 2024 was $1.0M.
Set out below are the movements of rights held by Non-Executive Directors and Key Management Personnel during the
Financial Year.
Held at 1 July
2023
Granted as
Remuneration
Exercised or
Expired
Held at 30 June
2024
Average Fair
Value per Right
at Grant Date
Rights issued under
Employee Equity Plan
10,222,843
7,348,552
(2,100,488)
15,470,947
0.158
P Rowland was not a KMP as at 30 June 2024 hence decreasing the opening balance of rights held.
60
Micro-X Limited
60
Micro-X Limited
60
Micro-X Limited
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 21. Equity - Share based payments reserve (continued)
The following table illustrates the number and weighted average fair value (WAFV) at grant date of, and movement in, rights
held by all participants during the Financial Year:
2024
2024
2023
2023
Number
WAFV
Number
WAFV
Outstanding at 1 July 2023
30,584,965
$0.202
15,669,148
$0.308
Granted during the Financial Year
18,699,413
$0.109
19,485,197
$0.124
Exercised during the Financial Year
(3,620,481)
$0.250
(1,060,550)
$0.340
Expired during the Financial year
(8,330,347)
$0.166
(3,508,830)
$0.286
Outstanding at 30 June 2024
37,333,550
$0.159
30,584,965
$0.202
The potential number of shares on conversion of performance rights is 37,333,550 which is made up of 7,641,918 vested
performance rights on which all relevant performance criteria have been met and 29,691,632 unvested rights upon which
require further performance criteria to be met before they become convertible.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and the directors as part of their
remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current and previous Financial Year are set out below:
Share-based
payment
reserve
Total
Consolidated
$'000
$'000
Balance at 1 July 2022
3,057
3,057
Share rights expense1
1,155
1,155
Share right equity movement2
(360)
(360)
Balance at 30 June 2023
3,852
3,852
Share rights expense1
864
864
Share right equity movement2
(901)
(901)
Balance at 30 June 2024
3,815
3,815
1
Employee Equity Plan - amortisation expense of rights granted
2
Value of rights/ options transferred to retained earnings on exercise or when lapsed due to expiry.
Note 22. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous Financial Year.
Note 23. Financial instruments
Financial risk management objectives
The Company's activities expose it to a variety of financial risks: market risk (including interest rate risk), credit risk and liquidity
risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the financial performance of the Company. The Company uses different methods to
measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate
and other price risks and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('Finance') under policies approved by the Board of Directors
('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures,
controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group's operating units. Finance
reports to the Board on a monthly basis.
61
Annual Report 2024
61
Annual Report 2024
61
Annual Report 2024
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 23. Financial instruments (continued)
Unless otherwise stated, there have been no changes from the previous reporting period in the Company's exposures to risks
related to financial instruments, or how those risks arise.
Market risk
Foreign currency risk
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in
a currency that is not the Company’s functional currency. The Company operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily with respect to the United States Dollar (USD).
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Company’s exposure to the risk of changes in market interest rates relates primarily to the company’s cash deposits with
floating interest rates. These financial assets with variable rates expose the Company to interest rate risk.
All other financial assets and liabilities in the form of receivables and payables are non-interest bearing. The Company does
not engage in any hedging or derivative transactions to manage interest rate risk.
In regard to its interest rate risk, the Company continuously analyses its exposure. Within this analysis consideration is given
to potential renewals of existing positions, alternative investments and the mix of fixed and variable interest rates.
At the balance date the Company had the following financial assets and liabilities exposed to Australian variable interest rate
risk that are not designated in cash flow hedges:
Cash at bank of $3.2M (2023: $5.2M). The sensitivity of the cash at bank balance to changes in interest rate (of +/-1%) equates
to +/-$32,000 (2023: +/-$52,000). The sensitivity of 1% is based on reasonable, possible changes, over a Financial Year,
using the observed range of actual historical short-term deposit rate movements and management's expectation of future
movements.
Credit risk
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through
the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative
across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information
that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the
failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments
for a period greater than 1 year.
Credit risk arises from cash and cash equivalents and outstanding trade and other receivables.
The cash balances are held in financial institutions with high ratings and the trade and other receivables relate to amounts
receivable from a substantial trade debtor with a strong credit standing.
The Company has assessed that there is minimal risk that the cash and trade and other receivables balances are impaired.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents)
and available borrowing facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously
monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Trade payables are generally payable on 30-day terms.
62
Micro-X Limited
62
Micro-X Limited
62
Micro-X Limited
No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 23. Financial instruments (continued)
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial
liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
Consolidated - 2024
%
$'000
$'000
$'000
$'000
$'000
Non-derivatives
Non-interest bearing
Trade payables
-
2,545
-
-
-
2,545
Interest-bearing - fixed rate
Lease liability
5.00%
692
643
1,741
914
3,990
Total non-derivatives
3,237
643
1,741
914
6,535
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
Consolidated - 2023
%
$'000
$'000
$'000
$'000
$'000
Non-derivatives
Non-interest bearing
Trade payables
-
2,482
-
-
-
2,482
Interest-bearing - fixed rate
Lease liability
5.00%
725
698
1,750
1,530
4,703
Total non-derivatives
3,207
698
1,750
1,530
7,185
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Note 24. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Company is set out
below:
Consolidated
2024
2023
$
$
Short-term employee benefits
1,395,350
1,617,295
Post-employment benefits
104,876
445,970
Share-based payments
438,769
547,510
1,938,995
2,610,775
Consistent with the prior year. Key Management Personnel were granted rights under the Employee Equity Plan on 31 October
2023 and 3 January 2024.
The Share-based payments above relate to the amortisation of the fair value of the grant of rights made to the KMP during
the year and do not necessarily reflect the cash value that may be realised upon vesting and exercising of the rights.
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No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 25. Remuneration of auditors
During the Financial Year the following fees were paid or payable for services provided by BDO, the auditor of the Company:
Consolidated
2024
2023
$
$
Audit services
BDO - audit or review of the financial statements
98,430
65,000
Grant Thornton - audit or review of the financial statements up to 31 December 2022
-
35,690
98,430
100,690
Other services - BDO
Tax and Transfer Pricing
27,850
30,494
R&D Tax Incentive
20,555
13,379
Other
15,688
3,075
64,093
46,948
162,523
147,638
Note 26. Contingent liabilities
The Company has no contingent liabilities as at 30 June 2024.
Note 27. Related party transactions
Subsidiaries
Interests in subsidiaries are set out in note 29.
Key management personnel
Disclosures relating to key management personnel are set out in note 24 and the remuneration report included in the directors'
report.
Transactions with related parties
Details and terms and conditions of other transactions with KMP and their related parties:
During the Financial Year, purchases totalling $92,085 at market prices have been made by the Company for marketing
services provided by companies of which Anthony Skeat's wife is a director.
Receivable from and payable to related parties
Noted as at reporting date, a $130,886 payable to Patrick O'Brien is included within trade payables for director fees invoiced
at 30 June 2024.
There were no other trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
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No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 28. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$'000
$'000
Loss after income tax
(8,497)
(6,779)
Total comprehensive income
(8,497)
(6,779)
Statement of financial position
Parent
2024
2023
$'000
$'000
Total current assets
18,419
20,563
Total assets
24,955
27,822
Total current liabilities
4,776
5,633
Total liabilities
5,486
6,450
Equity
Issued capital
131,933
125,396
Foreign currency translation reserve
228
260
Convertible notes
65
65
Share-based payments reserve
3,815
3,852
Accumulated losses
(116,572)
(108,201)
19,469
21,372
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 2024.
Contingent liabilities
The parent entity has no contingent liabilities as at 2024.
Capital commitments - Property, plant and equipment
The parent entity has no capital commitments for property, plant and equipment as at 2024.
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the
accounting policy relating to investment in subsidiaries which are carried at cost in the parent accounts but would be applied
at fair value for any Group accounting.
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No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 29. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Ownership interest
Principal place of business /
2024
2023
Name
Country of incorporation
%
%
Micro-X Incorporated
USA
100%
100%
Micro-X UK Operations Limited
United Kingdom
100%
100%
Note 30. Events after the reporting period
No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the Group's
operations, the results of those operations, or the Group's state of affairs in future financial years.
Note 31. Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
2024
2023
$'000
$'000
Loss after income tax expense for the year
(9,765)
(10,754)
Adjustments for:
Depreciation and amortisation
1,551
1,601
Share-based payments
1,068
1,233
Non-cash finance costs
(22)
(4)
Change in operating assets and liabilities:
Increase in trade and other receivables
(1,489)
(3,543)
Increase in trade and other payables
1,010
1,493
Increase/(decrease) in employee benefits
(111)
107
(Increase)/decrease in inventories
1,923
(1,521)
(Increase)/decrease in unearned income
(600)
395
Net cash used in operating activities
(6,435)
(10,993)
Note 32. Earnings per share
Consolidated
2024
2023
$'000
$'000
Loss after income tax attributable to the owners of Micro-X Limited
(9,765)
(10,754)
Cents
Cents
Basic earnings per share
(1.85)
(2.17)
Diluted earnings per share
(1.85)
(2.17)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
527,175,081
495,599,038
Weighted average number of ordinary shares used in calculating diluted earnings per share
527,175,081
495,599,038
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No t e s t o t he F in a nci a l S tat e me n t s C ON T ’D
Micro-X Limited
Notes to the financial statements
For the year ended 30 June 2024
Note 32. Earnings per share (continued)
The weighted average number of shares does not include the potential number of ordinary shares upon take-up of rights and
the conversion of the mandatorily convertible notes.
The potential number of shares on conversion of the April 2018 mandatorily convertible notes which are unconverted is
162,500 ordinary shares based on conversion prices of $0.40 (Ceiling Cap).
The potential number of shares on conversion of performance rights is 37,333,550 which is made up of 7,641,918 vested
performance rights on which all relevant performance criteria have been met and 29,691,632 unvested rights upon which
require further performance criteria to be met before they become convertible.
The potential number of options on conversion is 31,118,256 which were attached to the shares issued under the placement
and share purchase plan. Options holders may convert at any time up until 30 May 2026.
Basic EPS is calculated by dividing the loss for the year attributable to ordinary equity holders of the Group by the weighted
average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the loss attributable to ordinary equity holders of the Group by the weighted average
number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be
issued on conversion of all the dilutive potential ordinary shares into ordinary shares. It is noted that diluted EPS cannot be
calculated on the loss for the year and accordingly the diluted EPS equals the basic EPS.
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CON S OL IDAT E D E N T I T Y DIS CL O S UR E S TAT E ME N T
Micro-X Limited
Consolidated Entity Disclosure Statement
For the year ended 30 June 2024
Basis of Preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001. It
includes certain information for each entity that was part of the consolidated entity at the end of the financial year.
Determination of Tax Residency
Section 295 (3A) of the Corporation Acts 2001 defines tax residency as having the meaning in the Income Tax Assessment
Act 1997. The determination of tax residency involves judgement as there are currently several different interpretations that
could be adopted, and which could give rise to a different conclusion on residency. It should be noted that the definitions of
‘Australian resident’ and ‘foreign resident’ in the Income Tax Assessment Act 1997 are mutually exclusive. This means that if
an entity is an ‘Australian resident’ it cannot be a ‘foreign resident’ for the purposes of disclosure in the CEDS.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax
Commissioner's public guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining
tax residency and ensure compliance with applicable foreign tax legislation.
Additional disclosures on the tax status of partnerships and trusts have been provided where relevant.
Place formed /
Ownership
interest
Entity name
Entity type
Country of incorporation
%
Tax residency
Micro-X Limited
Body Corporate
Australia
-
Australia
Micro-X Incorporated
Body Corporate
USA
100.00% USA
Micro-X UK Operations
Limited
Body Corporate
United Kingdom
100.00%
Australia1
1Micro-X UK Operations Limited is classified as an Australian tax resident under the Income Tax Assessment Act 1997 ‘ITAA
1997’,but is a tax resident of the United Kingdom under the laws of Country the United Kingdom.
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DIR E C T OR S ’ DE CL A R AT ION
Micro-X Limited
Directors' declaration
For the year ended 30 June 2024
In the directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
●
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2024
and of its performance for the Financial Year ended on that date; and
●
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable; and
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
David Knox
Non-Executive Chair
28 August 2024
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INDE P E NDE N T A UDI T OR ’S R E P OR T
BDO Centre
Level 7, 420 King William Street
Adelaide SA 5000
GPO Box 2018 Adelaide SA 5001
Australia
Tel: +61 8 7324 6000
Fax: +61 8 7324 6111
www.bdo.com.au
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MICRO-X LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Micro-X Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in
equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial report, including material accounting policy information, the consolidated entity disclosure
statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial report which describes the events and/or conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s
ability to continue as a going concern and therefore the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this
matter.
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Inde p e nde n t A udi t or ’s R e p or t C ON T ’D
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Recognition and measurement of engineering contract services revenue
Key audit matter
How the matter was addressed in our audit
Refer to Note 5 of the financial report and Note 2 for
the accounting policy.
For the year ended 30 June 2024 the Group recognised
$8.812m (2023: $11.210m) of engineering contract
services revenue
Revenue recognition and measurement of engineering
contract services was identified as a key audit matter
due to the significance of revenue to the financial
report and the judgment exercised by management in
the determining the timing and amount of revenue to
be recognised
Our procedures included but were not limited to;
Developing an understanding of each contract and
ensuring the revenue recognised was in accordance
with AASB 15
Evaluating the accuracy of management’s
assessment associated with the stage of
completion for individual contracts by testing the
accuracy of assumptions in relation to services
performed to date against the expected total
services to be provided under the contracts
Research and Development (R&D) Tax Incentive
Key audit matter
How the matter was addressed in our audit
Refer to Note 6 and 8 of the financial report and Note
2 for the accounting policy.
For the year ended 30 June 2024 the Group recognised
a $6.373m (2023: $6.232m) of R&D Tax Incentive
receivable.
The R&D Tax Incentive was identified as a key audit
matter because of the extent of judgment involved in
considering the recognition of the other income and
receivable as at the reporting date and the
complexities involved in the computation.
Our procedures included but were not limited to;
Obtaining and analysing the evidence provided by
the Group to support the carrying value of the R&D
Tax Incentive receivable.
Discussing and analysing management’s assessment
of the recoverability of the R&D Tax Incentive
receivable with reference to tax legislation,
discussions with internal specialists, and
management’s historical accuracy in estimating
these claims in prior periods.
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Inde p e nde n t A udi t or ’s R e p or t C ON T ’D
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2024, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a)
the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
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Inde p e nde n t A udi t or ’s R e p or t C ON T ’D
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 20 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of Micro-X Limited, for the year ended 30 June 2024, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
Andrew Tickle
Director
Adelaide, 28 August 2024
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S H A R E HOL DE R INF OR M AT ION
For the year ended 30 June 2024
The shareholder information set out below was applicable as at 16 August 2024.
The total number of shareholders is 3,883 and there are 581,603,759 ordinary fully paid shares on issue.
UNQUOTED EQUITY SECURITIES – OPTIONS
There are a further 31,118,256 unlisted options over fully paid ordinary shares held by 248 option holders.
These options have an exercise price of $0.135 per share and an expiry date of 30 May 2026. These options
were issued on 30 May 2024 to participants in the Company’s Placement and the Company’s share purchase
plan, including certain directors of the Company for whom shareholder approval was obtained for the issue
of their options.
UNQUOTED EQUITY SECURITIES – PERFORMANCE RIGHTS & SERVICE RIGHTS
There are a further 37,333,550 unquoted performance rights over fully paid ordinary shares issued under the
Employee Equity Plan, which are held by 86 participants. During the year ended 30 June 2024 the following grants
of performance rights were made:
GRANT DATE
EXERCISE
PRICE
NUMBER OF
HOLDERS
NUMBER ON
ISSUE
NUMBER OF
RESTRICTED
SECURITIES
RELEASE
DATA (IF
APPLICABLE)
31 October 2023 – Employees1
$0.000
83
6,898,527
–
–
3 January 2024 – Employees1
$0.000
21
11,800,886
–
–
1. As part of the Employee Equity Plan including both short term incentives and long term incentives for employees, a total
of 18,699,413 rights (including performance rights and service rights) were issued on 31 October 2023 and 3 January 2024.
The rights hold various service and performance conditions which will be assessed and potentially vest for the respective holders
on 31 August 2024 (short term performance incentives) and 2 January 2027 (long term performance and service incentives).
As at 16 August 2024 there were 37,333,550 unquoted rights over fully paid ordinary shares issued which
are held by 86 participants, when taking into account for previous grants of performance rights, as well as
conversion and expiry of 11,950,826 performance rights during the Financial Year.
UNQUOTED EQUITY SECURITIES – CONVERTIBLE NOTES
There are 650 unlisted convertible notes of face value $100 per Note as follows:
CONVERTIBLE NOTES MATURITY DATE
NOTE
CONVERSION
PRICE
NUMBER OF
HOLDERS
NUMBER ON
ISSUE
NUMBER OF
RESTRICTED
SECURITIES
RELEASE
DATE (IF
APPLICABLE)
Perpetuity
$0.400
3
650
–
–
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Micro-X Limited
S h a r e hol de r Inf or m at ion C ON T ’D
DISTRIBUTION OF SECURITIES
Analysis of number of equitable security holders by size of holding:
ORDINARY SHARES
OPTIONS OVER
ORDINARY SHARES
Number
of Holders
% of Total
Shares Issued
Number
of Holders
% of Total
Shares Issued
1 to 1,000
84
–
–
–
1,001 to 5,000
867
0.46
–
–
5,001 to 10,000
623
0.86
1
0.03
10,001 to 100,000
1,726
11.30
188
16.98
100,001 and over
583
87.38
59
82.99
3,883
100.00
248
100.00
Holding less than a marketable parcel
1,238
–
–
–
There are 1,238 holders (with a total of 4,540,524 shares) holding less than a marketable parcel.
EQUITY SECURITY HOLDERS
TWENTY LARGEST EQUITY SECURITY HOLDERS
The names of the twenty largest security holders of equity securities are listed below:
ORDINARY SHARES
Number Held
% of Total
Shares Issued
HSBC Custody Nominees (Australia) Limited
74,652,164
12.84
Varex Imaging Corporation
54,130,053
9.31
UBS Nominees Pty Ltd
45,053,092
7.75
Citicorp Nominees Pty Ltd
40,218,556
6.92
BNP Paribas Nominees Pty Ltd (DRP)
17,973,718
3.09
JP Morgan Nominees Australia Pty Ltd
16,143,660
2.78
Mr Peter Robin Rowland
14,194,697
2.44
BNP Paribas Nominees Pty Ltd (IB AU Noms Retailclient DRP)
13,176,047
2.27
TLFTC Pty Ltd (The Lonsdale Fund A/C)
6,957,233
1.20
Charli Jordan Pty Ltd (Molloy Settlement A/C)
5,115,789
0.88
Mr Lennie Franklin David
4,966,867
0.85
Harman Nominees Pty Ltd (Harmanis Investment A/C)
4,816,556
0.83
Bronte Investments Pty Ltd (McMahon Superannuation A/C)
4,600,279
0.79
Meddiscope Pty Ltd (Podesta Family A/C)
3,244,565
0.56
Gowing Bros Limited
3,068,647
0.53
Dr Russell Kay Hancock
3,000,000
0.52
Anglesea Investments Pty Ltd (Damien O’Brien Family A/C)
2,766,379
0.48
Vaben Pty Ltd (The Vaben Superannuation A/C)
2,765,931
0.48
Mr Aditya Agarwal
2,656,164
0.46
Antipodean Nominees Pty Ltd (Antipodean Family A/C)
2,484,026
0.43
321,984,423
55.41
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Annual Report 2024
S h a r e hol de r Inf or m at ion C ON T ’D
Substantial holders in the Company, as disclosed to the Company, are set out below:
ORDINARY SHARES
Number Held
% of Total
Shares Issued
Perennial Value Management Limited
71,143,733
12.23
Varex Imaging Corporation
54,130,053
9.31
TIGA Trading Pty Ltd and Thorney Technologies Limited
45,152,777
7.76
Acorn Capital Limited
45,097,950
7.75
VOTING RIGHTS
The voting rights attached to ordinary shares are set out below:
ORDINARY SHARES
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
each share shall have one vote.
SHARES SUBJECT TO ESCROW (RESTRICTED SECURITIES)
Voting rights relating to shares subject to escrow are the same as for ordinary shares except that, during a
breach of the ASX Listing Rules relating to Shares which are Restricted Securities, or a breach of a restriction
agreement, the holder of the relevant Restricted Securities is not entitled to any voting rights in respect of those
Restricted Securities.
PERFORMANCE RIGHTS, SERVICE RIGHTS, OPTIONS AND CONVERTIBLE NOTES
Performance Rights, Service Rights, Options and Convertible Notes do not have voting rights attached.
There are no other classes of equity securities.
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Micro-X Limited
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Micro-X Limited
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Micro-X Limited
C OR P OR AT E DIR E C T ORY
colliercreative.com.au #MIX0007
DIRECTORS
David Knox (Non-Executive Chair)
Alexander Gosling (Non-Executive Director)
Patrick O’Brien (Non-Executive Director)
James McDowell (Non-Executive Director)
Ilona Meyer (Non-Executive Director)
Andrew Hartmann (Non-Executive Director)
COMPANY SECRETARY
Kingsley Hall
REGISTERED OFFICE
A14, 6 MAB Eastern Promenade
Tonsley
SA 5042
PRINCIPAL PLACE OF BUSINESS
A14, 6 MAB Eastern Promenade
Tonsley
SA 5042
SHARE REGISTER
Computershare Investors Services Pty Ltd
Yarra Falls, 452 Johnston Street
Abbotsford, VIC 3067
Phone: 1300 555 159 (within Australia)
Phone: +61 3 8320 4062 (outside Australia)
AUDITOR
BDO Audit Pty Ltd
Level 7, 420 King William Street
Adelaide, SA 5000
Phone: +61 8 8324 6000
STOCK EXCHANGE LISTING
Micro-X Ltd shares are listed on the Australian
Securities Exchange (ASX code: MX1)
WEBSITE
www.micro-x.com
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Annual Report 2024
m i c r o ‑ x . c o m