Annual Report 2024
Inspiring today
and tomorrow.
About Us
2
Year in Review
4
Chairman’s Report
6
Managing Director & CEO’s Report
8
Chief Financial Officer’s Report
10
Our Strategy
12
Our Businesses
14
5 Year Metrics
16
Our Pillars
20
Board of Directors
28
Management Team
30
Directors’ Report
32
Remuneration Report – Audited
48
Lead Auditor's Independence Declaration
65
Corporate Governance Statement
66
Consolidated Statement of Profit or Loss and Other Comprehensive Income
80
Consolidated Statement of Financial Position
81
Consolidated Statement of Changes in Equity
82
Consolidated Statement of Cash Flows
83
Directors’ Declaration
130
Independent Auditor’s Report
131
Shareholder Information
137
Corporate Directory
142
Contents
Over the past year, we have further increased our market-leading clinical
pregnancy rates, partnered with more doctors and opened new state-of-
the-art clinics and day hospitals.
We continued to advance reproductive and genetic medicine, by
investing in new scientific technologies and conducting groundbreaking
clinical research.
Most importantly, we have supported new and existing patients across
Australia and Southeast Asia to achieve their dreams of starting and
expanding their families.
Our highly experienced team of fertility specialists, sonologists,
scientists, genetic experts, counsellors, nurses and support staff, are
proud to provide best in class fertility services and treatments. Together,
they have helped bring more than 50,000 people into the world.
From pre-conception health assessments, ultrasounds, genetic testing,
egg freezing, donor treatment services to assisted reproductive
treatments, our patients receive the highest possible standard of care,
no matter what stage of their fertility journey they are at.
Today, tomorrow and into the future, we remain inspired by our mission:
to help bring life into the world.
Inspiring today and tomorrow
A trusted partner in
fertility solutions for
more than 50 years,
Monash IVF Group
remains at the forefront
of reproductive
healthcare.
In the spirit of reconcilitation, Monash IVF Group acknowledges the
Traditional Custodians of country throughout Australia and their
connections to land, sea and community.
We pay our respect to their Elders past and present, and extend that
respect to all Aboriginal and Torres Strait Islander peoples today.
Acknowledgement of Country
2 | Monash IVF Group
Annual Report 2024 | 3
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
A Year
in Review
Monash IVF Group places great importance on
partnering with doctors committed to delivering
market-leading success rates and
best in class patient experience.
In FY24, 20 new fertility specialists joined us
through recruitment and business acquisition.
↑ 6% on FY23
494
New Patient Registrations
increased by
↑ 10.4% on FY23
11,401
Total domestic stimulated
cycles
↑ 1.5% on FY23
21.7%
Australian Market Share
stimulated cycles
↑ +0.7% on FY23
71.5
Average patient NPS
score
↑ 19.4% on FY23
$255m
Revenue
↑ 17.4% on FY23
$29.9m
Underlying NPAT1 ,3
↑ 17.5% on FY23
$62.8m
Underlying EBITDA1,2
↑ 13.7% on FY23
$43.3m
Underlying EBIT1,2
↑ 1.5% on FY23
1.5%
Success rates4
increased by
↑ 3% on FY23
67%
Employee Engagement
Culture of Success
↑ 9.2% on FY23
167
Total Medical
Specialists
↑ 100% on FY23
2
New Day Surgeries
in Australia
1. Non-IFRS measure 2. Refer to page 34 for reconciliation of Reported
EBITDA, EBIT and NPAT to Adjusted EBITDA, EBIT and NPAT.
3. NPAT including minority interest. 4. Clinical pregnancy rate per embryo
transferred (women aged <43 years)
4 | Monash IVF Group
Annual Report 2024 | 5
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
As we look to FY25 and beyond, the Board is confident that the industry fundamentals underpinning
our businesses are positive, and combined with the recent investment in clinicians, science,
infrastructure and new businesses, we are well placed to deliver above market growth into the future.
Chairman's
Report
Our Australian IVF business grew stimulated cycles by 10.4% in
FY24, driven by industry growth, doctor recruitment, market share
gains and the PIVET and Fertility North acquisitions in Perth. The
double-digit volume growth translated to a further increase in
Australian stimulated cycle market share of 1.5% to 21.7%.
Australian industry growth in stimulated cycles was 2.4% in FY24,
consisting of first half growth of 5%, partially offset by a relatively
flat market in the second half. Short term volatility in IVF industry
volumes is not uncommon, and such volatility is usually localised
and short-lived. Importantly, underlying demand drivers for Monash
IVF Group’s traditional IVF services remain compelling, and going
forward will be supplemented by additional demand drivers such
as a growing LGBTQIA+ patient segment and incremental referrals
from an increased uptake of genetic carrier screening.
The Women’s Imaging business recorded growth in scans of 3.9%
in FY24, building on the positive trajectory of the past two years
across both our Sydney and Melbourne businesses. Sonographer
supply has improved and we have expanded capacity by
relocating two Sydney clinics to new, larger sites in St Leonards
and Northern Beaches.
The International IVF business was a major contributor to growth
in FY24, in particularly in 2H24 when the business delivered
stimulated cycles growth of 38.6%. Our clinics in Kuala Lumpur,
Johor Bahru, Singapore and Bali all exhibited strong growth in
stimulated cycles in FY24. Accelerated second half growth in
our two largest clinics, Kuala Lumpur and Singapore, provides
significant tailwinds heading into FY25.
Monash IVF’s Group Vision to be the most admired fertility
provider in the world comes with significant social and ethical
responsibilities, including advocating for diversity and inclusion,
and doing what we can to ensure the environment is protected for
future generations. Our Environmental, Social and Governance
(ESG) framework is focused on embedding ESG activities into daily
routines and long-term strategies, to benefit the environment, our
people and our communities. Further details of our ESG initiatives
are available in the Monash IVF Group Sustainability Report.
As we look to FY25 and beyond, the Board is confident that the
industry fundamentals underpinning our businesses are positive,
and combined with the recent investment in clinicians, science,
infrastructure and new businesses, we are well placed to deliver
above market growth into the future. Furthermore, should there
be any short-term industry volatility in particular markets, Monash
IVF Group’s diversification across Domestic IVF (in all mainland
capital cities), Women’s Imaging, Day Surgery and International IVF
is advantageous in minimising any impact.
On behalf of the Board of Directors, I would like to thank our
people and our clinicians for their ongoing commitment to
delivering the best possible outcomes for our patients, in a kind
and compassionate way. It is the people across all facets of the
organisation that are driving Monash IVF Group towards our
vison to be the most admired fertility provider in the world. I would
also like to thank our shareholders for your ongoing support of
Monash IVF Group.
1. Non-IFRS measure. Refer to page 34 for reconciliation of Reported NPAT to Underlying NPAT.
NPAT includes minority interests.
Monash IVF Group delivered strong operating
results in FY24, with revenue growth of 19.4%
and Underlying NPAT1 growth of 17.4% to $29.9m.
Monash IVF Group operates three businesses
– Australian Domestic IVF, Women’s Imaging
and International IVF – and all three businesses
contributed to the robust FY24 growth.
Our recent investments in infrastructure,
science, technology and our people, positions
Monash IVF Group to continue to deliver best in
class experience for our patients and clinicians,
and build on the positive growth momentum of
the last two years.
Subsequent to year end, on 22 August 2024,
Monash IVF Group agreed to settle the NiPGT
class action that was brought against the
company in 2020. As a result of the agreed
settlement, a $32.6m net loss after tax was
recorded in the FY24 financial results, resulting
in a FY24 reported net loss after tax of $5.9m.
Mr Richard Davis
Independant Chairman
6 | Monash IVF Group
Annual Report 2024 | 7
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
We now have a well-established presence in all mainland capital
cities across Australia. The two acquisitions in Perth were
preceded by two very successful acquisitions in Queensland,
Fertility Solutions and ART Associates. Our ability to attract and
integrate doctor-owned businesses into the Monash IVF Group
family is a testament to the value add we can provide to doctors.
Over the last two years we have attracted 45 new fertility
specialists to our Australian business, demonstrating the
attractiveness of our doctor value proposition. We are very agile
in designing innovative partnerships with clinicians ensuring they
are attracted to Monash IVF Group on a long-term, collaborative
basis. We will continue to focus on doctor recruitment in areas
where we are under-represented or where opportunities exist to
complement our diverse geographic footprint.
Our major infrastructure transformation is nearing completion,
with four new flagship sites providing the highest levels of patient
care in warm and welcoming environments, and state-of-the-art
scientific and clinical workflows. Each of these new sites have day
surgeries, providing convenience for patients and doctors, and a
further diversification of revenue.
Our market-leading success rates continue to move from strength
to strength reflecting our leading-edge science and world class
embryology team. Clinical pregnancy rate per embryo transferred
(women aged <43 years) increased a further 1.5% to 40.5% in the
first four months of this calendar year, which is an exceptional
result. This takes the total increase in pregnancy rates over the last
six years to 7.9%.
Monash IVF has strengthened its genetic testing offering by
partnering with a global leader in genetics. Increased penetration
of genetic carrier screening following the introduction of the
Medicare rebate in November 2023 will be an important driver
of future IVF industry growth. Through partnering with a global
leader in genetic testing, we can offer the highest quality genetic
testing and counselling, which in turn will maximise referrals to our
IVF business.
Our International business gathered positive momentum across
FY24. Singapore and Jahor Bahru performed strongly across the
year, with KL Fertility turning the corner to deliver robust second
half growth. New patient consults, positive industry indicators and
the move to a new expanded Singapore clinic sets our Southeast
Asia business up for an exciting growth phase ahead. With existing
clinics bedded down and industry growth returning to the region,
we will actively explore new growth opportunities in Southeast Asia.
Our People
At the centre of ensuring our patients have the best chance
of a successful pregnancy is our People: From our clinicians,
embryologists and nurses who drive our market-leading success
rates, to our people that work tirelessly to deliver the best end-to-
end patient experience across ultrasound, genetics and IVF. Our
people across the entire organisation contribute to the culture of
success, which we are very proud of.
I would like to take this opportunity to thank every one of our team
for their commitment to Monash IVF Group and their unrelenting
patient first mindset.
FY25 Outlook
As we look into FY25 and beyond, our diversified revenue base
across Domestic ARS (presence in all mainland capital cities),
Ultrasound, Day Hospitals and Southeast Asia, provides an
excellent platform for Monash IVF Group to deliver sustainable
revenue and earnings growth. Recent investment in future growth
and our market-leading success rates position Monash IVF Group
to grow above market, deliver best in class experiences and
outcomes for our patients, and drive optimisation and efficiencies
across our businesses.
I would also like to take this opportunity to thank our shareholders
for their ongoing support of our Vision 2026 journey to become
the most admired reproductive care provider in the world.
Key highlights of FY24
Our Australian IVF business grew stimulated cycles market share
by a further 1.5% to 21.7% in FY24. Over the last four years Monash
IVF Group has grown Australian market share by 3.8%, with our
compelling doctor value proposition, market-leading success rates
and best in class patient experience combining to make Monash
IVF Group the destination of choice for doctors and patients.
Over the last 18 months we have acquired two high quality
businesses in Perth in Western Australia, PIVET and Fertility North,
with both businesses performing well.
Mr Michael Knaap
Managing Director & CEO
Managing Director
& CEO’s Report
Monash IVF Group has delivered a second
consecutive year of double-digit revenue
and underlying earnings growth, which is a
significant achievement given the cost of living
and inflationary pressures that families are
facing. This resilient performance reinforces the
essential nature of reproductive health services,
and the prioritisation people place on realising
their dream of creating or growing their family.
Group Revenue increased 19.4% in FY24 and
Underlying EBITDA1 increased by 17.5%, with all
three of our businesses (Australian Domestic
IVF, Women’s Imaging and International
IVF) contributing to the strong growth.
Particularly pleasing was the buoyant rebound
in International in the second half, providing
momentum heading into FY25.
We are moving closer to achieving Our Vision
2026, with success rates at all time highs,
doctor and employee engagement at record
levels, and our significant recent investment in
infrastructure and technology is continuously
enhancing our best in class patient experience.
Recent investment in future growth and our market-leading success rates position
Monash IVF Group to grow above market, deliver best in class experiences and
outcomes for our patients, and drive optimisation and efficiencies across our businesses.
1. Non-IFRS measure. Refer to page 34 for reconciliation of Reported EBITDA to Underlying EBITDA.
8 | Monash IVF Group
Annual Report 2024 | 9
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Malik Jainudeen
Chief Financial Officer & Company Secretary
Chief Financial Officer &
Company Secretary's Report
Monash IVF Group delivered revenue growth of 19.4% to $255.0m
and Underlying EBITDA1,2 growth of 17.5% to $62.8m, compared to
the prior corresponding period. Monash IVF’s three businesses of
Domestic IVF, Women’s Imaging and International IVF all delivered
double digit revenue and earnings growth.
FY24 Domestic ARS revenue increased by $26.0m which was
from a combination of industry growth, market share gains, full year
contribution from the PIVET Medical Centre acquisition, part year
contribution from the Fertility North acquisition, and price increases
were utilised to offset cost base inflationary pressures. Domestic
stimulated cycles increased by 10% reflecting 2% stimulated cycle
IVF Industry growth, 6% from acquisitions and 2% from net organic
market share growth.
The domestic Women's Imaging business contributed additional
$3.2m of revenue compared to prior year from a 3.9% increase
in scan volumes and 14% increase in average revenue per scan.
The Group continues to diversify and create additional revenue
streams which was evident in a $8.6m increase in revenue from Day
Hospitals and Genetics, which are going to be important drivers for
revenue growth in FY25.
The International IVF business delivered strong growth in FY24,
with momentum building in 2H24, creating a strong platform
going into FY25. Stimulated cycles increased by 19.9% in FY24,
made up of 1H24 growth of 4.1% and 2H24 growth of 38.6%. All
clinics delivered strong growth in stimulated cycles in FY24.
After a challenging period, KL Fertility turned the corner in 2H24
with improved industry conditions combining with business
development to drive stimulated cycles growth of 13.8% in 2H24.
Singapore stimulated cycles more than doubled across FY24,
with almost 200 stimulated cycles performed in 2H24.
The Group EBITDA margin was maintained at 25%, which is a
pleasing result given the high inflationary environment and the
continuing ramp-up of our recently completed day hospitals
and genetics investment. We anticipate EBITDA margin growth
in FY25 reflecting ramp up and efficiency benefits in the day
hospital businesses, leverage gains from growth in genetics and
2H24 volume growth momentum from the International business
flowing into FY25.
The quality of Monash IVF Group's operating earnings is reflected
in the strong operating cashflow performance, with EBITDA to
operating cashflow conversion of 104%, up from 100% in FY23.
Monash IVF Group invested $21.7m in capital expenditure in FY24
which included the completion of new day hospitals in Cremorne
and Gold Coast, commenced design of the new Brisbane clinic
/ day hospital, IT infrastructure (including cyber security and
commenced development of a new patient management system
that will drive efficiencies beyond FY25), and ongoing upgrades to
laboratory equipment. Capital expenditure is anticipated to reduce
in FY25 as we complete our large infrastructure program once the
new Brisbane clinic and day hospital is completed in late FY24 to
early FY26. We are focused on driving optimisation and efficiencies
to ensure that utilisation and return on investment are maximised
across the Monash IVF Group.
As at 30 June 2024, Monash IVF Group has a strong balance sheet
with net debt of $48.7m, which increased by $17.7m following $17.1m
of acquisition related payments including $12.4m initial payment
for the Fertility North business in Western Australia. Net Leverage
Ratio at 30 June 2024 was 0.9x and well below banking covenant
requirements of <3.5x. On 22 August 2024, Monash IVF Group
agreed to settle the NiPGT class action that was brought against
the Company in 2020, with a net loss (after tax) impact on FY24
Reported Results of $32.6m. As announced on 5 September 2024,
this negative financial impact was reduced by $3.6m following
settlement of proceedings Monash IVF Group commenced against
its Insurer regarding the Class Action matter. Monash IVF Group
will fund the settlement amount and other related costs (net of
insurance proceeds) through the Company’s existing cash reserves
and debt facilities noting that settlement payments are in-place
whereby the final and 4th payment is due in July 2025. As a result,
the Net Leverage Ratio is anticipated to be below 1.50x following the
4th and final payment.
In closing, I would like to thank our People and Clinicians for their
commitment and support to the Monash IVF Group, and to our
patients, for putting their trust in us to assist them in starting and
growing their families.
Monash IVF Group delivered on underlying
earnings guidance, with NPAT1,2,3 growth of 17.4%
to $29.9m whilst continuing to invest in future
growth initiatives. The FY24 underlying NPAT
result was a record result since the Group listed
on the ASX in 2014 and momentum continues
into FY25 to deliver on further growth.
FY24 Cash flow Overview
($m)
FY24
FY23
% Change
Reported EBITDA
13.2
48.5
(72.7%)
Movement in working capital
49.1
(0.0)
100%
Income taxes paid
(9.8)
(9.4)
4.4%
Net operating cash flow (post tax)
52.5
39.1
34.2%
Capital expenditure
(21.7)
(27.8)
22.0%
Payments for businesses
/minority interest
(17.1)
(12.7)
(34.7%)
Cash flow from investing activities
(38.8)
(40.5)
(4.2%)
Free Cash flow 4
13.7
(1.4)
1,090%
Dividends paid
(18.3)
(17.1)
(6.9%)
Interest on borrowings 5
(2.6)
(1.2)
(118.5%)
Payments of lease liabilities
(10.5)
(9.2)
(14.5%)
Proceeds of borrowings
21.0
29.0
27.6%
Cash flow from financing activities
(10.4)
1.5
(789.1.%)
Net cash flow movement
3.3
0.1
2627.9%
Closing cash balance
11.3
8.0
41.6%
FY24 Profit & Loss Overview
Underlying ($m)
FY24
FY23
% Change
Group Revenue
255.0
213.6
19.4%
Underlying EBITDA 1, 2
62.8
53.4
17.5%
Underlying EBIT 1, 2
43.3
38.1
13.7%
Underlying NPAT 1, 2, 3
29.9
25.5
17.4%
Reported ($m)
Reported EBITDA 1
13.2
48.5
(72.7%)
Depreciation & amortisation
(18.6)
(15.4)
2.1%
Reported EBIT
(5.3)
33.1
(116.1%)
Net finance costs
(5.3)
(3.3)
62.1%
Reported Profit before tax
(10.7)
29.8
(135.7%)
Income tax expense
(4.7)
(7.8)
(159.8%)
Reported NPAT 3
(5.9)
22.0
(127.1%)
1. Non-IFRS measure. 2. Refer to page 34 for reconciliation of Reported EBITDA, EBIT and NPAT to
Underlying EBITDA, EBIT and NPAT. 3. NPAT including minority interest. 4. Free Cash Flow is Net Operating
cash flow (post-tax) less Cash Flow from investing activities. 5. Including capitalised bank fees
10 | Monash IVF Group
Annual Report 2024 | 11
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
The most admired
reproductive care
provider in the world.
Best in class fertility solutions, diagnostics,
genetics and pathology.
Our Pillars
Our Outcomes
Our Principles
People
Engagement
Clinical
Infrastructure
Patient
Experience
Digital
Transformation
International
Expansion
Doctor
Partnerships
Brand &
Marketing
Scientific
Leadership
VISION 2026
Care
Commitment
Communicate
Collaborate
Create
Local & International
Market Share
Value
Creation
Market-leading
Success Rates
Patients, Doctors, People,
Regulators
Engagement
12 | Monash IVF Group
Annual Report 2024 | 13
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
In Southeast Asia, Monash IVF Group
operates five clinics across Malaysia,
Singapore and Indonesia.
With more single women and same
sex couples choosing to start a family,
Monash IVF Group's Donor Program is
rapidly expanding access to local and
overseas donor banks to ensure we have
a safe, well screened supply of donor
sperm and eggs for our patients.
Monash IVF Group is the
only IVF provider to have a
presence in all Australian
mainland capital cities, with
23 clinics across Australia.
Domestic and International ARS
We have continued to execute
our investment strategy in
building day surgeries in our
major capital city IVF centres
to maximise our earnings and
to control our best in class,
end-to-end patient journey.
Day Surgeries
Monash IVF Group currently operates four
day surgeries in Sydney, Melbourne, Gold
Coast and Adelaide, with a 5th day surgery
under construction in Brisbane.
Our day surgeries are state-of-the-
art facilities, equipped with the latest
equipment and technology. The facilities
provide convenience for patients and
doctors with all services available at
one location, in a warm and welcoming
environment.
A Regional Manager of Day Surgeries
has been appointed to oversee this
business and drive further efficiencies and
synergies across our day surgery facilities.
We continue to invest in our
long term strategy to lead
the industry in reproductive
genetics.
Genetics
Monash IVF's carrier screening
volumes have increased by more than
200% following the introduction of the
Medicare rebate for three gene testing
in November 2023.
Plans are well advanced to have
onshore testing of Expanded Panel
Carrier Screening (400+ genes) in
advance of H2 of FY25 which will
further grow testing volumes and
detect more high risk results.
We expect the already robust growth
in our PGT-M Feasibility Testing
(the pre-test done in advance of IVF
treatment with genetic disease testing)
to translate into strong growth in IVF
cycles (with PGT-M Genetic testing)
over FY25 and beyond.
With an increase in sonographer
availability and the opening of new
clinics with additional scan rooms,
overall efficiency improvements
and synergies are seen across the
ultrasound business which are driving
growth in women's imaging.
The new facilities that have delivered
additional capacity include: Northern
Beaches clinic at Frenchs Forest, the
relocation of our Chatswood clinic
to the North Shore Health Hub in St
Leonards, and the refurbishment of
our Kogarah Clinic to become SUFW's
largest facility, significantly enhancing
support for the southern region of
Sydney.
This positive momentum has set us up
to further improve earnings through
FY25 and beyond.
Sydney Ultrasound for
Women (SUFW) and Monash
Ultrasound for Women
(MUFW), operate 16 clinics
across Sydney and Melbourne.
Women's Ultrasound
Diversified
portfolio
supporting
patients
across their
fertility journey
Monash IVF Group is diversified both
geographically, and across women's health.
Geographic diversification allows more
patients to access our services, and means
the Group is less impacted by any short-term
volatlity in particular markets.
Diversification across IVF, ultrasound, genetics
and day surgery provides convenience to
patients and doctors, through an integrated
end-to-end patient jourmey.
Our Businesses
14 | Monash IVF Group
Annual Report 2024 | 15
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
1. Non-IFRS measure. 2. Refer to page 32 for reconciliation of Reported EBITDA, EBIT and NPAT to Underlying EBITDA, EBIT and NPAT. 3. NPAT including minority interest. 4. Free Cash Flow is Net Operating cash flow
(post-tax) less Cash Flow from investing activities. 5. Including capitalised bank fees
5 Year Metrics
Over the past five years, the reproductive
healthcare industry has undergone a
significant period of growth and expansion
due to increased increased acceptance
of, and demand for, fertility services from a
wider range of people.
Throughout this time, Monash IVF Group
has remained at the forefront of its
field and achieved consistently strong
and improving results across our key
financial and non-financial metrics.
We had 8,590 new patient
registrations in 2024
8,590 FY24
8,086 FY23
7,376 FY22
7,098 FY21
5,261 FY20
We now have a total of
167 Specialists
167 FY24
153 FY23
130 FY22
123 FY21
121 FY20
Our Employee Engagement
(Culture of Success) is 67%
67% FY24
64% FY23
61% FY22
61% FY21
53% FY20
20 Specialists
joined us in 2024
20 FY24
25 FY23
7 FY22
11 FY21
6 FY20
In 2024 our Clinical pregnancy rate1
was 40.5% from January to April 2024
40.5% (Jan - Apr) CY24
38.7% CY23
38% CY22
37% CY21
36.4% CY20
Our average patient NPS
score is 71.5%
71.5% FY24
71% FY23
66% FY22
57% FY21
54% FY20
1. Clinical pregnancy rate per embryo transferred
(women aged <43 years)
16 | Monash IVF Group
Annual Report 2024 | 17
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
5 Year Metrics
Over the past four years, the reproductive healthcare industry has undergone
a significant period of growth and expansion due to increased acceptance of
and demand for fertility services from a wider range of people. Throughout this
time, Monash IVF Group has remained at the forefront of our field and achieved
consistently strong results across numerous key metrics.
1. Non-IFRS measure. 2. Refer to page 32 for reconciliation of Reported EBITDA, EBIT and NPAT to Underlying EBITDA, EBIT and NPAT. 3. NPAT including minority interest. 4. Free Cash Flow is Net Operating cash flow
(post-tax) less Cash Flow from investing activities. 5. Including capitalised bank fees
1. Non-IFRS measure. 2. Refer to page 32 for reconciliation of Reported EBITDA, EBIT and NPAT to Underlying EBITDA, EBIT and NPAT. 3. NPAT including minority interest. 4. Free Cash Flow is Net Operating cash flow
(post-tax) less Cash Flow from investing activities. 5. Including capitalised bank fees
Our market share in Australian
markets is 21.7% in 20241
21.7% FY24
20.2% FY23
18.9% FY22
18.6% FY21
17.9% FY20
Our Underlying EBIT2,3
is $43.4m in 2024
$43.3m FY24
$38.1m FY23
$33.4m FY22
$35.1m FY21
$24.4m FY20
Total Group Revenue
is $255.0m in 2024
$255.0m FY24
$213.6m FY23
$192.3m FY22
$183.6m FY21
$145.4m FY20
Our Underlying EBITDA2,3
was $62.8m in 2024
$62.8m FY24
$53.4m FY23
$48.1m FY22
$47.8m FY21
$34.8m FY20
Our Underlying NPAT2,3,4
is $29.9m in 2024
$29.9m FY24
$25.5m FY23
$22.2m FY22
$23.3m FY21
$14.4m FY20
NPAT2 in 2024
was $26.7m
$26.7m FY24
$22.0m FY23
$18.5m FY22
$25.7m FY21
$11.8m FY20
1. Stimulated Cycles market share (MBS items 13200/1)
2. Non-IFRS measure. 3. Refer to page 34 for reconciliation of Reported
EBITDA, EBIT and NPAT to Underlying EBITDA, EBIT and NPAT.
4. NPAT including minority interest.
18 | Monash IVF Group
Annual Report 2024 | 19
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Patient
Experience
Doctor
Partnerships
In FY24, we achieved a net increase of
15 Fertility Specialists. This comprised
12 Fertility Specialists joining our existing
clinic network through organic recruitment
and a further 8 Specialists onboarded
through the Fertility North acquisition. This
total of 20 new specialists was offset by 5
doctors retiring or leaving our group.
Our doctor recruitment prorgram included
the recruitment of a high volume clinician
into our Sydney CBD clinic. The most
significant impact came from the 8
Doctors joining through the Fertility North
acquisition. This consolidated our position
as leaders in the WA market following the
acquisition of PIVET in May 2023.
Since FY18, there has been a net gain of
42% in new fertility specialists who are now
part of the team to help us drive future
growth domestically.
Monash IVF Group is confident of
continuing the momentum we have already
established into FY25 through attracting
and partnering with additional high quality,
established Fertility Specialists.
Doctor Partnerships
remain a key strategic
pillar for Monash IVF
Group and our continued
tailoring of our Doctor
Value Proposition to meet
the bespoke needs of our
clinicians, has enabled
us to gain further
momentum in recruiting
highly-credentialled and
experienced fertility
specialists.
At the core of our
mission is the
unwavering commitment
to delivering an
exceptional patient
experience.
Over the past year, we have undertaken
a series of strategic initiatives designed
to enhance every aspect of the patient
journey, ensuring that our services are not
only clinically effective but also empathetic,
responsive, and patient-centered.
The key initiatives implemented over the
last 12 months have contributed to our
Net Promoter Score of 71.5%, which is an
all time high.
1. Streamlined Treatment Plan Tracking
Key Performance Indicators (KPI) were
introduced to ensure timely and efficient
tracking of treatment plans. This initiative has
significantly improved communication and
reduced patient waiting times.
2. Launch of the Online Registration Portal
To simplify and modernize the registration
process, an online registration portal has
been implemented making it easier and
quicker for patients to access care.
3. Enhanced Medicare Billing
Transparency
Recognizing the importance of financial
transparency, an automated notification
system for Medicare billing has been
introduced. Patients now receive real-time
updates when a Medicare claim is submitted
along with a lodgement report.
This helps patients understand when they
can expect to receive their rebate, any credits
they may have with us, and when they can
book their next cycle.
4. Funding Support Programs
When considering and accessing fertility
treatment, financial implications and
affordability are important factors when
making decisions. We are conscious
of supporting all our patients when
accessing fertility treatment based on their
circumstances. We have available a number
of payment options and arrangements
including interest-free programs, out-of-
pocket payments and processes to utilise
superannuation subject to certain criteria.
We aim to empower our patients to consider
their financial implications, making their
journey less stressful and manageable.
5. Empowering Nurses in Patient Care
To help reduce wait times for patients the role
of our nursing team has been expanded to
include follicle scanning and blood tests.
6. Refinement of Egg Freezing Patient
Experience
Based on insights gathered from patient
feedback the treatment pathway for egg
freezing patients has been refined. These
changes are designed to address specific
patient concerns, making the process
smoother and more supportive.
7. Expansion of the Well-being Program
Understanding the emotional and mental
toll that fertility treatments can take, our
counselling team has expanded the well-
being program to offer additional support
services.
This program is designed to address the
holistic needs of our patients, ensuring
they receive compassionate care that goes
beyond the physical aspects of treatment
Looking Forward
The initiatives implemented
over the past year reflect our
belief that exceptional care
is not just about medical
outcomes but also about the
experience we deliver along
the way.
By listening to our patients and
acting on their feedback, we
are able to make meaningful
changes that enhance the
quality of care we provide.
Annual Report 2024 | 21
20 | Monash IVF Group
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
International expansion,
and specifically the
continued growth in
Southeast Asia
through additional
clinics, new fertility
specialists and overall
cycle growth, is a key
strategic pillar for
the Group.
Scientific
Leadership
FY24
In FY24, the number of doctors at our
Singapore clinic more than doubled to
complement our existing founder doctors.
There was also an increased focus on
marketing and business development.
Momentum in our Kuala Lumpur clinic
increased significantly, specifically new
patient consults, which are expected to
convert to treatment cycles in FY25.
Our Bali clinic showed consistent growth
throughout the year due to targeted efforts
in marketing and business development
activities in both Bali and regionally across
specific provinces in Indonesia.
This is expected to deliver growth in
FY25 and beyond.
Continued growth and investment
in Southeast Asia
The pipeline of new opportunities also grew
throughout the year. Potential opportunities
include greenfield sites with established
fertility specialists in new cities, hospital
groups requesting Monash IVF to build
and/or operate their fertility services and
M&A opportunities in Southeast Asia.
Additionally, due to the continued growth in
existing clinics, the favorable competitive
position of Monash IVF in specific markets
and our established support platform,
the Group will expand and/or upgrade its
existing clinic footprint where feasible. The
Group will also continuously look at new
opportunities in existing and new markets.
Monash IVF Group's presence in Southeast
Asia has expanded from one clinic in the
region prior to the pandemic to five clinics
in FY23. In FY24 targeted measures were
targeted measures were put in place
to further grow the performance of the
Group’s existing footprint in the region.
Key highlights for FY24 include:
Completion of the three-year phased
Embryoscope+ timelapse technology
rollout across Monash IVF Group resulting
in 18 Embryoscope+ incubators being
installed across 11 sites. In addition, the
introduction of single step embryo culture
medium containing antioxidants across all
our sites has maximised the utility of the
Embryoscopes, reduced embryo handling
and risk associated with the culture
system, and further improved our IVF
success rates.
We have formulated a unique partnership
with Symex to develop a wearable real-
time fertility hormone monitoring system
to replace the existing time-consuming
and painful regular blood samples
patients undertake during their ART
cycle. Validation of this ground-breaking
technology would revolutionise patient
treatment, reduce cost and provide more
convenience for patients by replacing the
need for clinic visits. Monash IVF Group
became an early investor and holds
future equity in Symex Labs, as well as an
exclusivity agreement with respect to its
clinical partnership with the company.
The new Monash IVF Group embryology
training program was launched, providing
a best in class standard for embryology
training and capability. This further
contributes to The Monash Way to provide
the highest quality embryology service to
our patients and clinicians.
Monash IVF Group has distinguished itself
by publishing 46 peer-reviewed studies in
premier fertility journals and presenting
22 research abstracts and invited lectures
across all departments (embryology,
andrology, genetics and nursing) at
esteemed international and national
conference. These activities resulted in
Monash IVF Group and receiving awards in
recognition of research excellence. These
collective scientific accomplishments
underscore our unwavering commitment
to research and evidence-based practice,
propelling superior patient care and
outcomes.
Monash IVF Group Science remains at
the forefront of assisted reproductive
technology innovation and is committed
to continuously improving our patient
outcomes and success rates.
Monash IVF Group is
dedicated to advancing
technology and
pioneering research to
maintain our leadership
position in assisted
reproductive technology
services.
In FY24, our Group Scientific Advisory
Committee, consisting of Scientific
Directors from Australia and Asia, has
concentrated on delivering top-tier
success rates for our patients. This has
been achieved through our unwavering
commitment to scientific excellence,
researching and implementing new
technologies, and translating novel
research findings into clinical practice.
International
Expansion
22 | Monash IVF Group
Annual Report 2024 | 23
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
A Leap Forward in Patient Care
Digital
Transformation
People
Engagement
In 2024, our dedication to fostering a
workplace our employees take pride in
advanced further, with our annual employee
engagement survey showing a 67%
engagement rate.
This marks a 4% improvement from the
previous year and a 6% increase since
2021. Of the employees who participated
in the survey (with a 79% response rate),
80% expressed that it is truly a great place
to work.
A central element of our workplace
strategy has been ensuring that employees
feel genuinely comfortable being
themselves. Our Diversity and Inclusion
action plan, which is integral to our overall
strategy, focuses on Culture & Heritage,
Accessibility, and Gender & Sexuality.
In 2024, Monash IVF Group achieved silver
tier status from the Australian Workplace
Equality Index (AWEI), recognizing
our progress in fostering an inclusive
organizational culture and promoting
inclusion among both identifying
and non-identifying employees.
Our 2024 initiatives underscore our
commitment to being a standout employer
in the Private Healthcare sector. We
launched an internal mental health
peer support program, including Real
Conversations for Peers, to enhance the
emotional well-being of our employees. We
emphasize the significance of mental health
and psychological safety by providing peer
support champions who offer meaningful
connections, enabling our team to care for
themselves, each other, and our patients.
Additionally, we are committed to personal
and professional development across
various technical fields, leadership, and
cross-functional areas. Our extensive
learning and development strategy
continues to evolve in response to our
team's needs and to enable us to remain as
an employer of choice.
Monash IVF Group's culture continues
to soar to new heights.
Our strategic plans and investments reflect
our vision to become the most admired
reproductive care provider, with AI and a
new Patient Management System as part of
our service delivery an operations. We are
setting new standards for patient-centered
care where convenience, understanding
and trust define every interaction.
We expect the impact of AI and the Patient
Management System at Monash IVF Group
to be profound and radically improve
the way we operate, delivering tangible
productivity gains and improved on-line
experience - for registration and consenting
- with our new patient portal.
As we continue to leverage the features
of our cloud-based platforms, we remain
committed to its ethical application,
ensuring that our staff and patients benefit
from it while conscientiously managing
the risks.
At Monash IVF Group, we are pioneering
the integration of Artificial Intelligence (AI)
into our healthcare services, marking a
significant leap forward in productivity and
patient experience.
We are committed to innovation through
bespoke AI systems that elevate the IVF
journey, offering a more personalised
approach to reproductive care.
AI is expected to become instrumental
in improving success rates, automating
repetitive tasks within our laboratories,
and streamlining interaction with patients.
For instance, by combining wearable
technology with active hormone monitoring
and data analysis, we aim to reduce friction
and provide instant and convenient care,
tailored to their unique needs.
However, the adoption of AI is not without
its challenges. We are acutely aware of
the risks and ethical considerations. To
address these concerns, we are developing
stringent cybersecurity measures and
adjusting internal policies to adhere to
the highest standards of data privacy
and ethical data use. Our patients’ trust
is paramount, and we will take every
necessary step to safeguard their privacy
and ensure the responsible use of modern
technologies.
Annual Report 2024 | 25
24 | Monash IVF Group
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Monash IVF Group
continues its clinical
infrastructure program
through delivery of
patient-centric design
and state-of-the-art
facilities.
Monash IVF Group has redefined the
fertility care experience through
comprehensive purpose-built facilities
ensuring that patients across Australia and
Southeast Asia have access to the best
resources, expertise, and support throughout
their journey to parenthood.
All builds have been designed to create
facilities that streamline the patient
experience, from initial consultations to
advanced treatments. They incorporate
distinct zones each tailored to specific
aspects of the fertility journey. The clinics
provide a soothing environment with soft
tones, timber finishes and personalised
furnishings offering a home-like ambience
for patients. The Day Surgeries, Andrology,
Monash IVF Group opened its new Gold
Coast clinic at the beginning of FY24. This
state-of-the-art clinic is a 1400 square
metre, one-stop-shop of all aspects of
the IVF journey including embryology
services, pathology, clinical consulting,
cycle monitoring, pharmacy and women's
ultrasound. This clinic includes the presence
of Broadwater Day Surgery which is a two
theatre facility where egg collections are
performed. In addition to IVF services,
Broadwater Day Hospital theatres are
already well utilised for procedures across
gynaecology, plastic surgery, dental and
ophthalmology disciplines.
In addition, throughout FY24 minor
renovations have been made to the Monash
IVF West Leederville clinic in Perth WA, which
included optimising patient flows, rebranding,
and the delivery of an expanded laboratory to
support the clinical activities.
In May 2024 the Sydney CBD clinic expanded
its footprint to include additional doctor
consulting and fertility nursing spaces.
The focus for FY25 will be to complete the
Brisbane transformation which has been
expanded to include a day hospital. The team
will continue to explore and initiate projects
in line with Vision 2026, ensuring works are
completed where there is appropriate return
on investment.
These together with our always on
campaigns, delivered growth in our new
patient registrations of 6.1% and resulted
in increases in our market share across
Australia of 1.5% vs prior year.
Endometriosis Campaign
Monash IVF Group launched an
endometriosis campaign targeting the
11% of Australians who are affected
by endometriosis and require fertility
treatment. This campaign aimed to raise
awareness and educate the public on the
link between endometriosis and fertility
challenges.
Fertility Health Assessments
Our fertility health assessment is
designed to support people who have
been unable to resolve their concerns
about their reproductive health. The
service allows them to readily access
medical professionals with deep expertise
in women’s health and provides a
comprehensive fertility assessment that
identifies underlying issues and triages
patients for treatment, if required.
In FY24, Monash IVF
Group introduced a range
of new services and
marketing campaigns
designed to target
new patient cohorts at
different life stages.
Community Support and Partnerships
Our partnership with the Australian
Athletes Alliance has continued to deepen,
with increasing community support
being extended each year. We have now
partnered with two athletes - Chloe Dalton,
former Rugby 7s Olympic Gold medallist
and current GWS Giants AFLW player
and Emily Gielnik, Melbourne Victory and
Matildas player.
Our ambassadors are helping to break
down stigmas and enhancing our brand
visibility and resonance, particularly among
sports enthusiasts and athletes.
Public Relations and Share of Voice
Public relations has been a cornerstone
of our brand strategy, resulting in a
remarkable increase in our PR share of
voice of 60%, outpacing our competitors.
Through strategic PR campaigns we have
strengthened our brand's presence and
credibility in the fertility sector.
These efforts have positioned Monash IVF
Group as a trusted and authoritative voice
in fertility treatment.
Outcomes vs. FY23
•
6.1% increase in New
patient registrations
•
1.5% increase in market
share across key markets
Marketing drivers
of growth
•
Brand Differentiation
•
Patient Acquisition
•
Lifecycle Engagement
•
Marketing Effectiveness
Clinical
Infrastructure
Brand &
Marketing
Embryology and Pathology laboratories
are equipped with cutting-edge technology,
ensuring the highest standards of care.
In September 2023 the Rockhampton clinic
moved to a new site, merging two locations
into a single site, offering an improved
patient experience and collaborative space
for our team.
The opening of the world-class laboratory
and on-site day surgery unit in November
2023 completed the delivery of the flagship
Cremorne site. With the IVF clinic, ultrasound
and shared services teams having been
operational since March 2023 this integration
of laboratory and surgical procedures offers a
comprehensive and seamless journey under
one roof. This purpose built facility, located in
the vibrant urban neighbourhood addresses
the regions demand for world class fertility
services. Encompassing the corporate teams,
the layout fosters a collaborative environment
for the multi-disciplinary teams.
Two of the Sydney Ultrasound for Women
clinics were relocated to new sites at St
Leonards and Frenchs Forest. A third clinic
in Kogarah underwent an expansion and
upgrade of facilities to meet the increasing
needs of the area. These sites provide ease
of access and a consistent design, creating
contemporary and inviting spaces.
26 | Monash IVF Group
Annual Report 2024 | 27
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Board of Directors
Mr Michael Knaap
Managing Director
& CEO
Mr Michael Knaap was appointed
to the role of Chief Executive
Officer and Managing Director for
Monash IVF Group on 15 April 2019.
Following his tenure as Monash IVF
Group’s Chief Financial Officer and
Company Secretary since August
2015, Michael was appointed to
Interim Chief Executive Officer in
October 2018.
Michael has 30 years' experience
in executive positions with a strong
financial, operational, strategic
and leadership background in
Healthcare and FMCG industries.
Prior to joining MVF Group,
Michael was with Patties Foods
Limited where he held a number of
executive positions over six years,
including the role of Chief Financial
Officer and Company Secretary.
Michael is a Graduate of
the Australian Institute of
Company Directors.
Mr Neil Broekhuizen
Independent
Non-executive Director
Mr. Neil Broekhuizen is the
Joint Chief Executive Officer of
Ironbridge.
Neil has over 30 years' experience
in the finance industry including
28 years in private equity with
Investcorp and Bridgepoint in
Europe and Ironbridge in Australia.
He has sat on the Ironbridge
Investment Committee since
inception.
Ms Catherine West
Independent
Non-executive Director
Ms Catherine West was appointed
Non-Executive Director to Monash
IVF Group on 8 September 2020.
She is an experienced ASX listed
non-executive director and has
over 25 years of legal, business
affairs and strategy experience
in customer focused businesses
in the media, entertainment,
telecommunications and medical
sectors in Australia, the United
Kingdom and Europe.
Catherine is Chair of ASX listed
Nine Entertainment and a Non-
Executive Director of Peter Warren
Automotive Group. In addition, she
is Chair of the National Institute of
Dramatic Art (NIDA), a Director of
the NIDA Foundation and Chair of
the Board of Governors of Wenona
School. Catherine was also on the
Board of ASX listed Endeavour
Group until April 2021, and until
recently, a Director of the Sydney
Breast Cancer Foundation Limited
until her resignation on 30th June
2024. She is a Graduate Member of
the Australian Institute of Company
Directors.
Dr Richard Henshaw
Executive Director
Dr Richard Henshaw MD
FRANZCOG FRCOG has
practiced in the field of
reproductive medicine since
1995. Richard works as a Fertility
Specialist for the Group.
Richard has served on many
national bodies, including
RANZCOG Council, the IVF
Medical Directors Group of
Australia and New Zealand, and
the Reproductive Technology
Accreditation Committee.
Ms Zita Peach
Independent
Non-executive Director
Ms Zita Peach has more
than 25 years of commercial
experience in the pharmaceutical,
biotechnology, medical devices
and health services industries,
and has worked for major industry
players such as CSL Limited,
Fresenius Kabi and Merck Sharp &
Dohme, the Australian subsidiary
of Merck Inc.
Zita was Chair of Pacific Smiles
Group Limited (ASX listed) and a
Non-Executive Director until 28
August 2024. Zita is currently a
Non-Executive Director of three
private equity owned companies,
Icon Group Pty Ltd, VetPartners
Pty Ltd and Nucleus Network
Pty Ltd. Zita is also the Chair of
the Olivia Newton John Cancer
Research Institute. Zita is a
Fellow of the Australian Institute
of Company Directors and a
Fellow of the Australian Marketing
Institute.
Mr Richard Davis
Independent Chairman
Mr. Richard Davis joined the Group
in June 2014. Up until recently,
Richard served as a non-executive
director of ASX listed companies
InvoCare Limited (Chairman)
and Australian Vintage Limited
(Chairman) having resigned from
these directorships in 2023 and
2024 respectively. Richard worked
for InvoCare for 20 years until
2008.
For the majority of that time he
held the position of CEO and
managed the growth of that
business through a number of
ownership changes and over 20
acquisitions, including offshore
in Singapore. Prior to InvoCare
Limited, Richard worked as
an accounting partner of Bird
Cameron.
Ms Catherine Aston
Independent
Non-Executive Director
Ms. Catherine Aston is an
experienced Non-Executive
Director / Chair of listed and
unlisted entities covering
technology, financial services,
marketing services, health and
government sectors across
Australia and Asia. Catherine has
a broad commercial background
with executive roles in finance,
marketing and strategy, including
as CFO for Telstra International
and Chief Executive Officer of a
mobiles joint venture in Sri Lanka.
Catherine is currently a Non-
Executive Director of Macquarie
Investment Management Ltd (Chair
of the Audit, Risk and Compliance
committee), IVE Group Ltd (Chair of
the Audit and Risk Committee) and
IMB Bank Ltd (Chair). Catherine's
advisory roles have included work
with the NSW State Government
and serving as an advisory board
member of Avanseus Pty Ltd,
a Singapore based AI business.
Catherine is a Graduate of the
Australian Institute of Company
Directors and a Senior Fellow of
the Financial Services Institute of
Australasia (FINSIA).
28 | Monash IVF Group
Annual Report 2023 | 29
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Management Team
Fiona Allen
Chief Marketing Officer
Prof Luk Rombauts
Group Medical
Director
Jan Lagerwij
Asia Managing
Director
Malik Jainudeen
Chief Financial Officer
& Company Secretary
Peggy North
Chief People & Culture
Officer
Monique Teodoro
Regional Manager Day
Surgeries
Kate Robertson
Regional Manager
WA
Nicolette Curtis
Regional Manager
VIC & NSW
Hamish Hamilton
Chief Operating
Officer
Sarah Bollom
Regional Donor
& Surrogacy Manager
Sloane Karlson
General Manager
Projects
Claire Ellem
Regional Manager
QLD
Thierry Panthier
Chief Information
Officer
Tedd Fuell
Chief Governance &
Risk Officer
Rebecca Redden
Regional Manager for
Ultrasound, SA/NT and
Genetics
Prof Deirdre Zander-Fox
Chief Scientific
Officer
30 | Monash IVF Group
Annual Report 2024 | 31
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Directors’ Report continued
for the year ended 30 June 2024
Directors’ Report
for the year ended 30 June 2024
Group results commentary
Monash IVF Group reported a net loss after tax of $5.9m following parties agreeing to settle the NiPGT Group Proceedings
("NiPGT Class Action") on 21 August 2024, subject to the execution of a Deed of Settlement and Court approval. The NiPGT
Group Proceedings impacted profit and loss by an estimated $32.6m loss after tax. Refer to Commitments and Contingencies
on page 39 for further information.
Underlying NPAT increased by 17.4% to $29.9m which is the highest Underlying NPAT result since Monash IVF Group listed
on the ASX in June 2014. The Group delivered an increase in FY24 Group Revenue of 19.4% to $255.0m and an increase in
Underlying EBIT of 13.7% to $43.3m. The increase in Group Revenue and Underlying EBIT was driven by both the Australian
and International segments.
The Domestic ARS business increased stimulated cycles by 10.0% and Australian market share by 1.5% to 21.7%. The
increase in stimulated cycles was driven by new doctors joining the Group, full year contribution from the PIVET Medical
Centre acquisition and four-month contribution from the Fertility North acquisition in Western Australia.
Clinical pregnancy rates per embryo transferred (women aged younger than 43 years) increased a further 1.5% to 40.5% in
period January to April 2024; compared to 39.0% in CY2023. Monash IVF’s investment in science and technology, combined
with its highly skilled embryology team and modern laboratories, have seen pregnancy rates increase by 4.1% since CY2020.
The clinic infrastructure investment program taking place over the last 4 years is nearing completion, adding four new flagship
sites in Sydney, Melbourne, Gold Coast and Brisbane (Brisbane completion expected in CY2025). Each of these clinics include
a day surgery which allows for greater control of access to theatre for procedures when required and further diversification in
revenue streams.
The Women’s Ultrasound business delivered scan growth of 3.9% in FY24, driven by resolution of sonographer supply-side
issues and increased capacity at new, relocated sites in Sydney. Both Monash Ultrasound for Women and Sydney Ultrasound
for Women increased scan volumes during FY24.
The International segment, which comprises fertility clinics in Malaysia, Singapore and Indonesia, delivered stimulated cycles
growth of 19.9% in FY24, including stimulated cycles growth of 38.6% in 2H24. KL Fertility, Johor Bahru and Singapore all
delivered strong growth in stimulated cycles during FY24. The improved performance of KL Fertility in 2H24 was a key driver
of growth (14% growth on 2H23), as was the volume growth achieved in the Singapore clinic during 2H24 which was 182%
above 2H23 and 81% higher than 1H24.
Net finance costs increased to $5.4m, $2.0m higher than prior year primarily due to higher average borrowing levels, increase
in BBSY by 4.2%, and higher non-cash interest expense due to AASB 16 Lease Accounting.
Segment analysis
Australia
International
2024
2023
% Change
2024
2023
% Change
$'000
$'000
$'000
$'000
Revenue
238,582
200,814
18.8%
16,378
12,776
28.1%
Underlying EBIT
40,214
36,192
11.1%
3,075
1,896
62.1%
Underlying NPAT
26,718
24,871
7.4%
3,133
1,689
85.3%
Reported NPAT
(8,197)
21,048
(138.9%)
2,248
918
144.8%
Australia
Monash IVF delivered FY24 Australia revenue of $238.6m, an increase of 18.8% on FY23 revenue of $200.8m. Revenue
growth driven by:
●
$26.0m increase in FY24 Domestic ARS Revenue from a combination of industry growth, market share gains, the PIVET
Medical Centre and Fertility North acquisitions and patient price increases of between 5%-8%;
●
$3.2m increase in FY24 Ultrasound revenue from a combination of 3.9% growth in scan volumes and 10% price increase
across all scan types, partly offset by the closure of the Gold Coast clinic during 2H23;
●
$8.6m increase in FY24 Day Surgery & Other revenue following the commencement of Gold Coast and Cremorne day
hospitals, and genetics revenue growth.
Monash IVF recorded FY24 Australia Underlying EBIT of $40.2m, an increase of 11.1% on FY23 EBIT of $36.2m. Reported
NPAT includes certain non-regular items including Class Action settlement costs.
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'Group') consisting of Monash IVF Group Limited (referred to hereafter as 'Monash IVF Group', 'Company' or 'parent entity')
and the entities it controlled at the end of, or during, the year ended 30 June 2024.
Directors
The following persons were Directors of Monash IVF Group Limited during the whole of the financial year and up to the date
of this report, unless otherwise stated:
Mr Richard Davis
Mr Josef Czyzewski
Ms Catherine West
Ms Zita Peach
Mr Neil Broekhuizen
Dr Richard Henshaw
Mr Michael Knaap
Ms Catherine Aston
Appointed 26 February 2024
Principal activities
The Group is a leader in the field of human fertility services and is one of the leading providers of Assisted Reproductive
Services (ARS) which is the most significant component of fertility care in Australia and Malaysia. ARS encompass a range
of techniques used to assist patients experiencing infertility to achieve a clinical pregnancy. In addition, the Group is a
significant provider of specialised women’s imaging services.
Operational and financial review
The loss for the Group after providing for income tax amounted to $5,949,000 (30 June 2023: $21,966,000 profit).
The Group reported Underlying Net Profit After Tax (Underlying NPAT) of $29,851,000 as compared to $25,429,000(1)(2)(6) in
pcp.
2024
2023
Change
Change
$'000
$'000
$'000
%
Group revenue
254,960
213,590
41,370
19.4%
Underlying EBITDA(1)(2)
62,806
53,431
9,375
17.5%
Underlying NPAT(1)(2)(6)
29,851
25,429
4,422
17.4%
Reported EBITDA(1)(2)
13,234
48,461
(35,227)
(72.7%)
Reported EBIT
(5,344)
33,118
(38,462)
(116.1%)
Reported NPAT(6)
(5,949)
21,966
(27,915)
(127.1%)
Earnings Per Share (cents)
(1.7)
5.6
(7.3)
(130.36%)
Dividends Per Share (cents)
5
4.4
0.6
13.6%
30 June 2024 30 June 2023
Net debt ('000)(3)
$48,667
$30,995
Net debt to equity ratio(4)
19.7%
11.3%
Return on equity (pa.)(5)
12.1%
9.3%
(1)
EBITDA and Underlying NPAT are non-IFRS measures
(2)
Refer to earnings reconciliation on page 34 for Underlying vs Reported EBITDA, EBIT and NPAT
(3)
Debt less cash balances
(4)
Net debt to equity is net debt divided by equity
(5)
Return on equity is Underlying NPAT for the twelve-month period to 30 June 2024 and 30 June 2023 divided by closing equity
(6)
Attributable to ordinary shareholders and non-controlling interest
32 | Monash IVF Group
Annual Report 2024 | 33
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Directors’ Report continued
for the year ended 30 June 2024
Directors’ Report continued
for the year ended 30 June 2024
Consolidated statement of financial position and capital metrics
Balance sheet
30 June 2024 30 June 2023
Change
Change
$'000
$'000
$'000
%
Cash and cash equivalents
11,333
8,005
3,328
41.6%
Other current assets
44,448
21,933
22,515
102.7%
Lease liabilities (current)
(7,990)
(6,332)
(1,658)
26.2%
Other current liabilities
(110,831)
(40,171)
(70,660)
175.9%
Net working capital
(63,040)
(16,565)
(46,475)
280.6%
Borrowings
(59,565)
(38,866)
(20,699)
53.3%
Goodwill and intangible assets
297,325
280,452
16,873
6.0%
Right-of-use assets
72,088
59,014
13,074
22.2%
Lease liabilities (non-current)
(67,815)
(54,841)
(12,974)
23.7%
Plant and equipment
66,020
50,372
15,648
31.1%
Other net asset (liabilities)
1,646
(4,492)
6,138
(136.6%)
Net assets
246,659
275,074
(28,415)
(10.3%)
Capital metrics
30 June 2024 30 June 2023
+/-
Net debt ($'000)(1)
$48,667
$30,996
Leverage ratio (Net debt / EBITDA(2))
0.90x
0.70x
Interest cover (EBITDA(2) / Interest)
22.0x
42.6x
Net debt to Equity ratio(3)
19.7%
11.3%
Return on equity(4)
10.7%
9.3%
Return on assets(5)
6.3%
6.0%
The Syndicated Debt Facility was extended to February 2027 and the facility limit was increased from $50m to $90m to support
future organic and inorganic growth as well as on-going operations. Significant headroom remains available in key banking
covenants. The key Net Leverage Ratio is at 0.90x and well within the 3.5x covenant requirement. The Interest Cover Ratio
is at 22.0x and well above the 3.0x covenant requirement. Key capital metrics increased with Return on Equity increasing from
9.3% to 10.7% and Return on Assets increasing from 6.0% to 6.3%.
Other current assets includes $19.9m NiPGT Class Action advised insurance receivables and other current liabilities includes
$64.4m of NiPGT Class Action settlement payable and other related payables. Refer to Commitment and Contingencies
section.
Goodwill increased by $18.0m following the Fertility North acquisition. Related to the acquisition, contingent consideration
increased by $5.5m for Fertility North earn-out targets during the next 2 to 3 years. Contingent consideration partly reduced
for earn-out payments during the year related to the ART Associates, Pivet Medical Centre and Fertility Solutions acquisitions
which occurred in prior periods.
Plant and equipment increased by $15.6m reflecting $20.8m of capital expenditure partly offset by depreciation of $6.8m. In
addition, plant and equipment increased by $1.6m for acquired plant and equipment as part of the Fertility North acquisition.
Lease liabilities increased by $14.7m primarily due to the present value of future cash rent payments on three large, long-term
rental facilities in Perth, Brisbane and Sunshine as well as the inclusion of Fertility North acquired right-of-use assets.
(1)
Net debt is debt less cash balances (excluding capitalised bank fees)
(2)
EBITDA is based on normalised EBITDA excluding AASB16 lease impact and other items for covenant purposes as defined in the Syndicated Debt Facility
Agreement. EBITDA is not an IFRS measure
(3)
Net debt divided by equity at the balance date
(4)
NPAT for the previous 12-month period divided by closing equity at the balance date
(5)
NPAT for the previous 12-month period divided by closing assets at the balance date
International
Monash IVF delivered FY24 International revenue of $16.4m, an increase of 28.1% on FY23 revenue of $12.8m. The revenue
growth in the International segment was driven by a recovery in stimulated cycle growth in KL Fertility in the second half, and
stimulated cycle growth across the year in Singapore, Johor Bahru and Bali; primarily in Singapore contributing 107% volume
growth in FY24 vs pcp (81% up in 2H24 vs 1H24). Increased investment in business development and marketing is facilitating
volume growth across the clinics.
Monash IVF recorded FY24 International Underlying EBIT of $3.1m, an increase of 62.1% on FY23 EBIT of $1.9m.
Earnings reconciliation
The table below provides a reconciliation of FY2024 Underlying EBITDA, Underlying EBIT and Underlying NPAT to the
reported statutory metrics:
2024
2023
EBITDA
EBIT
NPAT
EBITDA
EBIT
NPAT
$'000
$'000
$'000
$'000
$'000
$'000
Profit after income tax
(5,949)
(5,949)
(5,949)
21,966
21,966
21,966
Add: Interest expense
5,368
5,368
-
3,304
3,304
-
Less: Interest income
(56)
(56)
-
(25)
(25)
-
Add: Income tax
(benefit)/expense
(4,707)
(4,707)
-
7,873
7,873
-
Add: Depreciation
16,383
-
-
12,879
-
-
Add: Amortisation
2,195
-
-
2,464
-
-
Statutory
13,234
(5,344)
(5,949)
48,461
33,118
21,966
Acquisition costs
762
762
533
1,879
1,879
1,315
Commissioning costs
2,254
2,254
1,578
3,051
3,051
2,136
Class Action
46,556
46,556
32,589
-
-
-
Fertility Solutions earn-out
-
-
-
40
40
28
Adjusted(1)
62,806
44,228
28,751
53,431
38,088
25,445
Leases
-
(939)
(657)
-
-
-
Non-cash interest
-
-
1,757
-
-
(16)
Underlying(1)
62,806
43,289
29,851
53,431
38,088
25,429
(1)
Non-IFRS measures
A total of $35.8m in pre-tax items are included in the reconciliation of Profit after Income Tax (Reported NPAT) to Underlying
NPAT. Key items include:
●
$0.5m acquisition costs related to the Fertility North acquisition;
●
$1.6m commissioning costs related to pre-opening expenditure for new fertility clinics and day hospitals including
Melbourne, Gold Coast, Brisbane and sunshine. In addition, new relocated ultrasound clinics in St Leonards and Northern
Beaches supporting greater capacity. Brisbane and Sunshine projects remain work in progress as at 30 June 2024;
●
$32.6m NiPGT Class Action net settlement and related costs. Refer to Commitment and Contingencies section;
●
$1.1m relating to non-cash lease expenditure and right-of-use asset depreciation under AASB 16 lease accounting which
includes new day hospitals in Melbourne and Gold Coast and new Ultrasound practices in Sydney. Net non-cash AASB16
lease expenditure has been disclosed as a non-regular item due to the length of term of the new leases and the
associated unwinding of the fair value of future lease payments.
FY23 included non-regular items that increased Underlying EBITDA, EBIT and NPAT by $5m pre-tax and $3.5m post-tax.
34 | Monash IVF Group
Annual Report 2024 | 35
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Directors’ Report continued
for the year ended 30 June 2024
Directors’ Report continued
for the year ended 30 June 2024
Consolidated statement of financial position and capital metrics
Balance sheet
30 June 2024 30 June 2023
Change
Change
$'000
$'000
$'000
%
Cash and cash equivalents
11,333
8,005
3,328
41.6%
Other current assets
44,448
21,933
22,515
102.7%
Lease liabilities (current)
(7,990)
(6,332)
(1,658)
26.2%
Other current liabilities
(110,831)
(40,171)
(70,660)
175.9%
Net working capital
(63,040)
(16,565)
(46,475)
280.6%
Borrowings
(59,565)
(38,866)
(20,699)
53.3%
Goodwill and intangible assets
297,325
280,452
16,873
6.0%
Right-of-use assets
72,088
59,014
13,074
22.2%
Lease liabilities (non-current)
(67,815)
(54,841)
(12,974)
23.7%
Plant and equipment
66,020
50,372
15,648
31.1%
Other net asset (liabilities)
1,646
(4,492)
6,138
(136.6%)
Net assets
246,659
275,074
(28,415)
(10.3%)
Capital metrics
30 June 2024 30 June 2023
+/-
Net debt ($'000)(1)
$48,667
$30,996
Leverage ratio (Net debt / EBITDA(2))
0.90x
0.70x
Interest cover (EBITDA(2) / Interest)
22.0x
42.6x
Net debt to Equity ratio(3)
19.7%
11.3%
Return on equity(4)
10.7%
9.3%
Return on assets(5)
6.3%
6.0%
The Syndicated Debt Facility was extended to February 2027 and the facility limit was increased from $50m to $90m to support
future organic and inorganic growth as well as on-going operations. Significant headroom remains available in key banking
covenants. The key Net Leverage Ratio is at 0.90x and well within the 3.5x covenant requirement. The Interest Cover Ratio
is at 22.0x and well above the 3.0x covenant requirement. Key capital metrics increased with Return on Equity increasing from
9.3% to 10.7% and Return on Assets increasing from 6.0% to 6.3%.
Other current assets includes $19.9m NiPGT Class Action advised insurance receivables and other current liabilities includes
$64.4m of NiPGT Class Action settlement payable and other related payables. Refer to Commitment and Contingencies
section.
Goodwill increased by $18.0m following the Fertility North acquisition. Related to the acquisition, contingent consideration
increased by $5.5m for Fertility North earn-out targets during the next 2 to 3 years. Contingent consideration partly reduced
for earn-out payments during the year related to the ART Associates, Pivet Medical Centre and Fertility Solutions acquisitions
which occurred in prior periods.
Plant and equipment increased by $15.6m reflecting $20.8m of capital expenditure partly offset by depreciation of $6.8m. In
addition, plant and equipment increased by $1.6m for acquired plant and equipment as part of the Fertility North acquisition.
Lease liabilities increased by $14.7m primarily due to the present value of future cash rent payments on three large, long-term
rental facilities in Perth, Brisbane and Sunshine as well as the inclusion of Fertility North acquired right-of-use assets.
(1)
Net debt is debt less cash balances (excluding capitalised bank fees)
(2)
EBITDA is based on normalised EBITDA excluding AASB16 lease impact and other items for covenant purposes as defined in the Syndicated Debt Facility
Agreement. EBITDA is not an IFRS measure
(3)
Net debt divided by equity at the balance date
(4)
NPAT for the previous 12-month period divided by closing equity at the balance date
(5)
NPAT for the previous 12-month period divided by closing assets at the balance date
International
Monash IVF delivered FY24 International revenue of $16.4m, an increase of 28.1% on FY23 revenue of $12.8m. The revenue
growth in the International segment was driven by a recovery in stimulated cycle growth in KL Fertility in the second half, and
stimulated cycle growth across the year in Singapore, Johor Bahru and Bali; primarily in Singapore contributing 107% volume
growth in FY24 vs pcp (81% up in 2H24 vs 1H24). Increased investment in business development and marketing is facilitating
volume growth across the clinics.
Monash IVF recorded FY24 International Underlying EBIT of $3.1m, an increase of 62.1% on FY23 EBIT of $1.9m.
Earnings reconciliation
The table below provides a reconciliation of FY2024 Underlying EBITDA, Underlying EBIT and Underlying NPAT to the
reported statutory metrics:
2024
2023
EBITDA
EBIT
NPAT
EBITDA
EBIT
NPAT
$'000
$'000
$'000
$'000
$'000
$'000
Profit after income tax
(5,949)
(5,949)
(5,949)
21,966
21,966
21,966
Add: Interest expense
5,368
5,368
-
3,304
3,304
-
Less: Interest income
(56)
(56)
-
(25)
(25)
-
Add: Income tax
(benefit)/expense
(4,707)
(4,707)
-
7,873
7,873
-
Add: Depreciation
16,383
-
-
12,879
-
-
Add: Amortisation
2,195
-
-
2,464
-
-
Statutory
13,234
(5,344)
(5,949)
48,461
33,118
21,966
Acquisition costs
762
762
533
1,879
1,879
1,315
Commissioning costs
2,254
2,254
1,578
3,051
3,051
2,136
Class Action
46,556
46,556
32,589
-
-
-
Fertility Solutions earn-out
-
-
-
40
40
28
Adjusted(1)
62,806
44,228
28,751
53,431
38,088
25,445
Leases
-
(939)
(657)
-
-
-
Non-cash interest
-
-
1,757
-
-
(16)
Underlying(1)
62,806
43,289
29,851
53,431
38,088
25,429
(1)
Non-IFRS measures
A total of $35.8m in pre-tax items are included in the reconciliation of Profit after Income Tax (Reported NPAT) to Underlying
NPAT. Key items include:
●
$0.5m acquisition costs related to the Fertility North acquisition;
●
$1.6m commissioning costs related to pre-opening expenditure for new fertility clinics and day hospitals including
Melbourne, Gold Coast, Brisbane and sunshine. In addition, new relocated ultrasound clinics in St Leonards and Northern
Beaches supporting greater capacity. Brisbane and Sunshine projects remain work in progress as at 30 June 2024;
●
$32.6m NiPGT Class Action net settlement and related costs. Refer to Commitment and Contingencies section;
●
$1.1m relating to non-cash lease expenditure and right-of-use asset depreciation under AASB 16 lease accounting which
includes new day hospitals in Melbourne and Gold Coast and new Ultrasound practices in Sydney. Net non-cash AASB16
lease expenditure has been disclosed as a non-regular item due to the length of term of the new leases and the
associated unwinding of the fair value of future lease payments.
FY23 included non-regular items that increased Underlying EBITDA, EBIT and NPAT by $5m pre-tax and $3.5m post-tax.
36 | Monash IVF Group
Annual Report 2024 | 37
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Directors’ Report continued
for the year ended 30 June 2024
Directors’ Report continued
for the year ended 30 June 2024
Commitments and contingencies
As announced to the ASX on 23 December 2020, Monash IVF Group Limited (ASX: MVF, the “Company” or “Monash IVF” or
“Monash IVF Group”) had been named as defendants in proceedings (“Class Action”) filed in the Supreme Court of Victoria
in relation to, or in connection with the Group’s non-invasive pre-implantation genetic screening technology (Ni-PGT or cell
free PGT-A). Following a mediation attended by the Company on 20 August 2024 and 21 August 2024, the parties have
agreed to settle the Class Action subject to execution of a Deed of Settlement and Court approval. The agreed settlement
amount is $56 million (pre-tax) inclusive of interest, costs and plaintiff legal fees (Settlement Amount).
As announced to the market on 21 August 2023, legal costs and damages, if any, in excess of insurance proceeds would be
funded by the Company. Based on the settlement amount, approximately $19.9 million is advised to be funded by the
Company’s insurer and the remaining sum of $36.1 million will be paid from the Company’s cash reserves and its debt facilities.
The expected financial exposure to the Company, included in this financial report, of the settlement of the Class Action is as
follows:
●
$64.4 million (pre-tax) consisting of Settlement Amount payable plus defendant legal fees and other related costs;
●
$19.9 million (pre-tax) insurance receivable for amounts advised to be available under the Company’s existing insurance
policy for the Class Action;
●
$32.6 million (post-tax) FY24 net loss impact.
The agreed Settlement Amount of $56 million is payable on payments terms of $8 million within 30 days of signing a Deed of
Settlement, $12 million within 90 days, $15 million within 180 days and $21 million within 270 days.
The settlement was reached without any admission of liability from the Company and is subject to Court approval.
Monash IVF has also commenced proceedings in the Federal Court of Australia against its insurer, Insurance Australia Limited
(trading as CGU Insurance) (“Insurer”), to seek a declaration on the construction of the terms of the policy to confirm the total
insurance proceeds available under its insurance policy with the Insurer, over and above the advised cover. The Company
and the Insurer are currently under mediation to resolve the matter.
Outlook
The Group is anticipating revenue and underlying NPAT growth in FY25 compared to FY24 notwithstanding flat new patient
registrations in 2H24 compared to 2H23 (excluding acquisitions). Growth can be achieved noting the following:
●
Full year contribution from Fertility North acquisition which completed in March 2024;
●
Contribution from new fertility specialists that joined Monash IVF during FY24; we will continue to focus on attracting new
fertility specialists to join the Group in FY25;
●
Increased contribution from recently opened day surgeries as theatre utilisation ramps up;
●
Contributions from recent investment in emerging growth drivers, including new genetics partnership with Fulgent
Australia and growth in donor activity;
●
Continued growth in Women’s Imaging business through recent capacity expansion;
●
On-going growth in International business including Singapore and Kuala Lumpur momentum; and
●
On-going focus on margin improvement through an Optimisation and Efficiency program as well as progressing
enhancements to patient management systems.
Update on 1H25 financial performance will be provided at the Annual General Meeting in November 2024.
Liquidity
As at 30 June 2024, the consolidated statement of financial position reflects a net current liability position of $63,040,000 (30
June 2023: $16,565,000) and a net total asset position of $246,659,000 (30 June 2023: $275,074,000).
The Directors have assessed that based on the Group’s position it is appropriate to prepare the financial report on a
going concern basis. For further information, refer to note 1.
Business strategies and prospects for future financial years
Monash IVF Group’s mission is to help bring life to the world by providing best-in-class fertility solutions to all, including
diagnostics, genetics and pathology. This is supported by our Vision to be the most admired fertility solutions provider in the
world by Patients, Doctors, our People and other industry stakeholders. Our Mission and Vision will be delivered through Our
Pillars as illustrated below:
Consolidated statement of cash flows
2024
2023
Change
Change
$'000
$'000
$'000
%
EBITDA(1)
13,234
48,461
(35,227)
(72.7%)
Movement in working capital
49,121
81
49,040
60543.2%
Income taxes paid
(9,836)
(9,420)
(416)
4.4%
Net operating cash flows (post-tax)
52,519
39,122
13,397
34.2%
Capital expenditure
(21,672)
(27,789)
6,117
(22.0%)
Payments for businesses
(17,128)
(12,719)
(4,409)
34.7%
Cash flows used in investing activities
(38,800)
(40,508)
1,708
(4.2%)
Free cash flow(1)
13,719
(1,386)
15,105
(1089.8%)
Dividends paid
(18,323)
(17,144)
(1,179)
6.9%
Interest on borrowings
(2,557)
(1,170)
(1,387)
118.5%
Payments of lease liabilities
(10,511)
(9,178)
(1,333)
14.5%
Net proceeds from borrowings
21,000
29,000
(8,000)
(27.6%)
Cash flows used in financing activities
(10,391)
1,508
(11,899)
(789.1%)
Net cash flow movement
3,328
122
3,206
2627.9%
Closing cash balance
11,333
8,005
3,328
41.6%
(1)
EBITDA and free cash flow are non-IFRS measures.
●
Pre-tax conversion of EBITDA to operating cash flow was strong at 104% (excluding working capital impact from NiPGT
Class Action balances), compared to 100% in FY23 and 97% in FY22;
●
$21.7m capital expenditure including:
- Completed new day hospitals in Cremorne (VIC) and Gold Coast (QLD), commencement of construction of the new
fertility clinic and day hospital in Brisbane (QLD) and new ultrasound practices in St Leonards and Northern Beaches
(NSW);
- IT infrastructure including cyber security and commencement and design of a new patient management system;
- On-going laboratory asset replacement including new embryoscopes across all large domestic IVF clinics;
●
The significant investment program in clinic infrastructure that has delivered major upgrades across our network is
nearing completion, with a new Brisbane fertility clinic and day hospital and new Singapore fertility clinic remaining. FY26
capital investment likely to reflect a return to the business-as-usual capital expenditure plan;
●
$17.1m in payments for business acquisitions includes $11.6m (initial payment net of cash acquired) for Fertility North
acquisition, $2.5m Pivet earn-out payment, $1.7m payments for ART Associates Qld related earn-out payments, $0.6m
final Fertility Solutions earn-out payment and $0.7m payments for non-recurring acquisition costs (Fertility North
acquisition);
●
Interest on borrowings increased by $1.4m due to higher average borrowings compared to pcp due to higher variable
BBSY impact;
●
$21m debt drawdown primarily for committed infrastructure projects and acquisition payments;
●
$18.3m in dividend payments for the 2.2cps FY23 final dividend paid in October 2023 and 2.5cps FY24 interim dividend
paid in April 2024.
Dividends
Dividends paid during the financial year were as follows:
Consolidated
2024
2023
$'000
$'000
Fully franked final dividend for the year ended 30 June 2023 (2023: 30 June 2022) of 2.2
cents (2022: 2.2 cents) per ordinary share
8,572
8,572
Fully franked interim dividend for the year ended 30 June 2024 (2023: 30 June 2023) of 2.5
cents (2023: 2.2 cents) per ordinary share
9,751
8,572
Paid in cash (note 36)
18,323
17,144
Subsequent to 30 June 2024, the Board declared a fully franked 2024 final dividend of 2.5 cents per share. The aggregate
amount of the proposed dividend expected to be paid out of retained profits at 30 June 2024, but not recognised as a liability
at year end is $9,740,871. The record date for the dividend is 6 September 2024 and the payment date for the dividend is 11
October 2024.
38 | Monash IVF Group
Annual Report 2024 | 39
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Directors’ Report continued
for the year ended 30 June 2024
Directors’ Report continued
for the year ended 30 June 2024
Business risks
The Monash IVF Group continually considers the benefits of implementing a risk management framework, all of which
contributes to the increased likelihood that the Group will be able to achieve its organisational objectives. Accordingly, the
Group has a risk management framework and has implemented systematic processes for:
●
Better identification of opportunities and threats;
●
Prevention of potential risks from being realised;
●
Reduction of the element of chance;
●
Increased accountability and transparency for decisions;
●
More effective allocation and use of resources;
●
Improved incident management and reduction in loss and the cost of risk;
●
Improved stakeholder confidence and trust;
●
Improved compliance with relevant legislation and accreditation processes;
●
Proactive rather than reactive management; and
●
Enhanced governance
The risk management framework together with the risk assessments and mitigation strategies are regularly reviewed both
individually and collectively by the Executive Team, the Audit and Risk Committee and the Board. A simple prioritisation
system has been adopted to scale the relative importance of all the identified risks. From review of the Group’s key business,
operational and financial risks, processes are in place to reduce the inherent nature of these risks to an acceptable and
manageable level. The Group considers the below as important risks that require continued management to ensure the Group
meets its objectives.
Relationships with people in key roles, including clinicians
The relationships between Monash IVF Group, its People and Clinicians are key to our recruitment and retention strategies,
ability to grow the businesses and replacement of retiring clinicians. The loss or disengagement of Clinicians or inability to
attract new Clinicians to the organisation would likely impact the revenue and profitability of the organisation.
There are similar risks to the organisation relating to the departure or disengagement of the Executive and Leadership Teams
and People in key roles, defined by regulatory requirements. Comprehensive training and development programs, competitive
remuneration frameworks, commitment to patient centred care and opportunities to participate in world class research
activities all contribute to attracting and retaining the very best talent in the Industry.
Change in Government funding arrangements for Assisted Reproductive Services
There is a risk that the Commonwealth Government will change the funding (including levels, conditions or eligibility
requirements) it provides for Assisted Reproductive Services (ARS). Patients receive partial re-imbursement for ARS
treatment through Commonwealth Government Programs, including the Medicare Benefit Schedule (MBS) and Extended
Medicare Safety Net (EMSN). If the level of reimbursement were to be reduced or capped, Patients would face higher out-of-
pocket expenses for ARS potentially reducing the demand for services provided by the Group. The Group is not aware of any
changes to Commonwealth Government funding for ARS in the short to medium term.
Risk of increased competition
In each of the markets the Group operates in, there is a risk that:
●
Existing competitors may undertake aggressive marketing and Patient acquisition campaigns, product innovation or price
discounting;
●
New market entrants may participate in the Sector and gain market share;
●
Further growth in low cost offerings provided by competitors may reduce the Group’s market share; and
●
An increase in publicly provided ARS services may reduce the Group’s market share.
The Group continues to strategically position its ARS service as a specialised premium offering as a point of differentiation
against low cost competitors. In addition, the Group has previously partnered with State based governments in the provision
of publicly provided ARS services and will look to continue to partner with governments to provide greater access to ARS
services to the community.
Occupational health and safety
Monash IVF employees are at risk of workplace accidents and incidents. In the event that a Monash IVF employee is injured
in the course of their employment, Monash IVF may be liable for penalties or damages. This has the potential to harm both
the reputation and financial performance of Monash IVF.
Our pillars are defined as follows below:
Patient experience
We are committed to providing best in class clinical care across the fertility and pregnancy journey, delivering through a patient
experience that is empathetic, empowering and personalised.
Doctor partnership
We will develop mutually beneficial long-term partnerships with our Doctors that benefits our patients through excellence in
clinical care and to drive growth in our Doctors’ businesses.
Scientific leadership
Our focus in world-class research and science will deliver market leading success rates, innovative services and attract
partnership opportunities.
Clinical infrastructure
Provide high quality, fit-for-purpose infrastructure to support our best in class offering through investing in new and existing
facilities and businesses.
People engagement
Through passion, pride and capability our People are leading the way in helping bring life to the world.
Brand and marketing
Our brand and marketing conveys our leadership in reproductive health and develops strong brand salience through
progressive, empathetic and empowering engagement with the Community, Patients and our People.
Digital transformation
Investing in next generation technology, platforms and systems to enhance interactions with our Patients, Doctors and People.
Grow and diversify revenue streams through enhanced digital capabilities and partnerships.
International expansion
Export our expertise in fertility services to Asia and beyond through effective partnerships.
Our Pillars will drive achievement of our outcomes to engage with our key stakeholders, continually improve our patient
outcomes, grow our market share and create value for our key stakeholders including Patients, Doctors, People and
Shareholders.
to be updated with 2024 graphic
40 | Monash IVF Group
Annual Report 2024 | 41
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Directors’ Report continued
for the year ended 30 June 2024
Directors’ Report continued
for the year ended 30 June 2024
Name:
Mr Josef Czyzewski
Title:
Independent Non-Executive Director
Qualifications:
Bachelor of Commerce from the University of Newcastle
Experience and expertise:
Mr Josef Czyzewski joined the Group in June 2014 and has over 30 years'
experience in senior finance positions and significant experience in the health
industry.
Josef has held the positions of Chief Financial Officer at Healthscope Limited,
and more recently CFO/General Manager Strategy and Development at Spotless
Group Limited following its takeover by private equity interests in 2012.
Prior to that time, Josef had held various senior finance positions with BHP Billiton
including Vice President Finance and Corporate Treasurer. He is a Graduate
Member of the Australian Institute of Company Directors.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
Chair of Audit and Risk Committee
Member of Remuneration and Nomination Committee
Interests in shares:
231,382 ordinary shares
Name:
Ms Catherine West
Title:
Independent Non-Executive Director
Qualifications:
Bachelor of Laws (Hons) and a Bachelor of Economics from the University of
Sydney
Experience and expertise:
Ms Catherine West was appointed Non-Executive Director to Monash IVF Group
on 8 September 2020. She is an experienced ASX listed non-executive director
and has over 25 years of legal, business affairs and strategy experience in
customer focused businesses in the media, entertainment, telecommunications
and medical sectors in Australia, the United Kingdom and Europe.
Catherine is Chair of ASX listed Nine Entertainment and a Non-Executive Director
of Peter Warren Automotive Group. In addition, she is Chair of the National
Institute of Dramatic Art (NIDA), a Director of the NIDA Foundation and Chair of
the Board of Governors of Wenona School. Catherine was also on the Board of
ASX listed Endeavour Group until April 2021, and until recently, a Director of the
Sydney Breast Cancer Foundation Limited until her resignation on 30th June 2024.
She is a Graduate Member of the Australian Institute of Company Directors.
Other current directorships:
Nine Entertainment, Peter Warren Automotive Group
Former directorships (last 3 years):
Endeavour Group
Special responsibilities:
Member of Remuneration and Nomination Committee
Interests in shares:
37,100 ordinary shares
Cyber Security
There is a risk that cyber security attacks may compromise patient management systems and patient data that may result in
adverse business performance and outcomes and reputational damage. Monash IVF Group places the utmost importance on
cybersecurity and the potential implications it may have. The Group has comprehensive security platforms, processes and
skilled professionals in place to contain cyberattacks, ensure that attempted intrusions are blocked and viruses are not spread
across the network and systems. Its leading-edge, AI-based threat detection and response platform is capable of isolating
attacks to an endpoint or a small subset of system resources, while our team is able to investigate and remediate the issue.
In addition to threat detection and contention, the Group’s infrastructure is fortified with numerous levels of redundancy and
backup strategies to provide a high degree of system availability and data protection. There is a strong commitment to
cybersecurity through a strong culture of awareness which is cultivated through internal training platforms. These efforts,
combined with periodic independent audits, underscore maintenance of sophisticated security protocols that protect both
employees' and patients' data against rapidly evolving threats.
Significant changes in the state of affairs
During the year, the Group extended the maturity profile of its Syndicated debt facility and working capital facility to February
2027. The Syndicated debt facility has been increased from $50 million to $90 million.
There were no other significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
On 22 August 2024, a fully franked dividend of 2.5 cents per share was declared. The record date for the dividend is
6 September 2024 and the payment date for the dividend is 11 October 2024.
Refer to commitments and contingencies section on a previous page for developments in the Class Action after the reporting
date.
No other 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
Refer to outlook section on a previous page for likely developments and expected results of future operations.
Information on Directors
Name:
Mr Richard Davis
Title:
Independent Chair
Qualifications:
Bachelor of Economics from the University of Sydney
Experience and expertise:
Mr. Richard Davis joined the Group in June 2014.
Up until recently, Richard served as a non-executive director of ASX listed
companies InvoCare Limited (Chairman) and Australian Vintage Limited
(Chairman) having resigned from these directorships in 2023 and 2024
respectively.
Richard worked for InvoCare for 20 years until 2008. For the majority of that time
he held the position of CEO and managed the growth of that business through a
number of ownership changes and over 20 acquisitions, including offshore in
Singapore.
Prior to InvoCare Limited, Richard worked as an accounting partner of Bird
Cameron.
Other current directorships:
None
Former directorships (last 3 years):
InvoCare Limited, Australian Vintage Limited
Special responsibilities:
Member of Remuneration and Nomination Committee
Member of Audit and Risk Committee
Interests in shares:
182,067 ordinary shares
42 | Monash IVF Group
Annual Report 2024 | 43
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Directors’ Report continued
for the year ended 30 June 2024
Directors’ Report continued
for the year ended 30 June 2024
Name:
Mr Michael Knaap
Title:
Chief Executive Officer and Managing Director
Qualifications:
Bachelor of Accounting from Monash University and is a Certified Practicing
Accountant
Experience and expertise:
Mr Michael Knaap was appointed to the role of Chief Executive Officer and
Managing Director for Monash IVF Group on 15 April 2019.
Following his tenure as Monash IVF Group’s Chief Financial Officer and Company
Secretary since August 2015, Michael was appointed to Interim Chief Executive
Officer in October 2018.
Michael has nearly 30 years' experience in executive positions with a strong
financial, operational, strategic and leadership background in Healthcare and
FMCG industries. Prior to joining MVF Group, Michael was with Patties Foods
Limited where he held a number of executive positions over six years, including
the role of Chief Financial Officer and Company Secretary.
Other current directorships:
None
Former directorships (last 3 years):
None
Interests in shares:
1,189,882 performance rights
727,980 ordinary shares
Name:
Ms Catherine Aston
Title:
Non-Executive Director
Qualifications:
Bachelor of Economics (Macquarie University) and Master of Commerce,
Accounting & Law (University of NSW)
Experience and expertise:
Ms. Catherine Aston is an experienced Non-Executive Director / Chair of listed
and unlisted entities covering technology, financial services, marketing services,
health and government sectors across Australia and Asia. Cathy has a broad
commercial background with executive roles in finance, marketing and strategy,
including as CFO for Telstra International and Chief Executive Officer of a mobiles
joint venture in Sri Lanka.
Catherine is currently a Non-Executive Director of Macquarie Investment
Management Ltd (Chair of the Audit, Risk and Compliance committee), IVE Group
Ltd
(Chair
of
the
Audit
and
Risk
Committee) and
IMB
Bank
Ltd
(Chair). Catherine's advisory roles have included work with the NSW State
Government and serving as an advisory board member of Avanseus Pty Ltd, a
Singapore based AI business.
Catherine is a Graduate of the Australian Institute of Company Directors and a
Senior Fellow of the Financial Services Institute of Australasia (FINSIA).
Other current directorships:
Macquarie Investment Management Ltd, IVE Group Ltd, IMB Bank Ltd
Former directorships (last 3 years):
Virtus Health Ltd, Integrated Research Ltd, Over the Wire Ltd
Interests in shares:
None
'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.
Name:
Ms Zita Peach
Title:
Independent Non-Executive Director
Qualifications:
BSc, FAICD, FAMI
Experience and expertise:
Ms Zita Peach has more than 25 years of commercial experience in the
pharmaceutical, biotechnology, medical devices and health services industries,
and has worked for major industry players such as CSL Limited, Fresenius Kabi
and Merck Sharp & Dohme, the Australian subsidiary of Merck Inc.
Zita is Chair of Pacific Smiles Group Limited (ASX listed) and resigned as a Non-
Executive Director on 19 August 2024 which is effective close of business 28
August 2024. Zita is also a Non-Executive Director of three private equity owned
companies, Icon Group Pty Ltd, VetPartners Pty Ltd and Nucleus Network Pty
Ltd. Zita is also the incoming Chair of the Olivia Newton John Cancer Research
Institute.
Zita is a Fellow of the Australian Institute of Company Directors and a Fellow of
the Australian Marketing Institute.
Other current directorships:
Pacific Smiles Group Limited
Former directorships (last 3 years):
Starpharma Holdings Limited
Special responsibilities:
Chair of Remuneration and Nomination Committee
Interests in shares:
92,803 ordinary shares
Name:
Mr Neil Broekhuizen
Title:
Independent Non-Executive Director
Qualifications:
Chartered Accountant and holds a BSC (Eng) Honours degree from Imperial
College, University of London
Experience and expertise:
Mr. Neil Broekhuizen is the Joint Chief Executive Officer of Ironbridge.
Neil has over 30 years' experience in the finance industry including 28 years in
private equity with Investcorp and Bridgepoint in Europe and Ironbridge in
Australia. He has sat on the Ironbridge Investment Committee since inception.
Other current directorships:
None
Former directorships (last 3 years):
Bravura Solutions Limited
Special responsibilities:
Member of Audit and Risk Committee
Interests in shares:
350,000 ordinary shares
Name:
Dr Richard Henshaw
Title:
Executive Director
Qualifications:
MD FRANZCOG FRCOG
Experience and expertise:
Dr Richard Henshaw MD FRANZCOG FRCOG has practiced in the field of
reproductive medicine since 1995. Richard works as a Fertility Specialist for the
Group.
Richard has served on many national bodies, including RANZCOG Council, the
IVF Medical Directors Group of Australia and New Zealand, and the Reproductive
Technology Accreditation Committee.
Other current directorships:
None
Former directorships (last 3 years):
None
Interests in shares:
1,358,842 ordinary shares
44 | Monash IVF Group
Annual Report 2024 | 45
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Directors’ Report continued
for the year ended 30 June 2024
Directors’ Report continued
for the year ended 30 June 2024
Company Secretary
Mr Malik Jainudeen was appointed to the role of Monash IVF Group Chief Financial Officer and Company Secretary on 15
April 2019.
Malik joined Monash IVF Group in 2014 as a senior finance leader and has continued to progress his career with Monash IVF
Group. Prior to his appointment of CFO and Company Secretary, Malik was Group Manager – Strategy & Finance and
previously Group Financial Controller. Malik is a qualified Chartered Accountant with a Bachelor of Business (majoring in
Accounting) from the University of Victoria. Malik has more than 20 years' experience in the finance sector including 10 years
at KPMG as a Manager in Audit and Assurance where his client portfolio included ASX listed organisations Origin Energy
Limited, AusNet Services and Dulux Group Limited. Malik was also the External Audit Manager for the Monash IVF Group for
6 years prior to its listing on the ASX in 2014.
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
Remuneration and
Nomination Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
Mr Richard Davis (Chair)
20
20
5
5
5
5
Mr Josef Czyzewski
20
20
5
5
5
5
Ms Catherine West
19
20
5
5
1
-
Ms Zita Peach
20
20
5
5
-
-
Mr Neil Broekhuizen
20
20
-
-
4
5
Dr Richard Henshaw *
18
20
-
-
-
-
Mr Michael Knaap *
18
20
5
5
5
5
Ms Catherine Aston **
5
5
-
-
1
1
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant
committee.
*
Two Board meetings held during FY24 whereby only NEDs were invited to attend
**
Ms. Catherine Aston was appointed to the Board on 26 February 2024
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Environmental, Social and Governance
Global challenges, such as climate risk, increased regulatory pressures, social and demographic shifts and privacy and data
security concerns, represents new or increasing risks for organizations. Through our existing corporate governance policies,
our Strategic Framework, Quality Policy and Code of Conduct, Monash IVF Group has demonstrated a strong commitment to
responsible and ethical conduct. In exploring Monash IVF’s sustainability actions and steps forward, the Company has
considered various ESG reporting frameworks available and the UN Sustainability Development Goals. The following page
provides a summary on the Group’s Sustainability Strategy that forms the basis of Monash IVF’s inaugural Group Sustainability
Report released on 27 October 2023.
During 2023, the Company established an ESG Committee, with Monash IVF Group Board representation and key
stakeholders within the Group to ensure the implementation of a proposed plan, embedded in daily routine activities to achieve
tangible results. Establishment of ESG Metrics provides accountability for change and creation of long-term value through
strategies that incorporate ESG.
46 | Monash IVF Group
Annual Report 2024 | 47
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Remuneration Report (Audited)
for the year ended 30 June 2024
Director and Key Management Personnel (KMP) changes in FY24
Effective 26 February 2024, Monash IVF Group welcomed the appointment of Ms Catherine Aston as Independent Non-
Executive Director in anticipation of succession planning in FY25. Furthermore, in FY24 Catherine was also appointment as
a member of the Audit & Risk Committee. No further changes were made to the Director or Executive structure in FY24.
Non-Executive Director remuneration arrangements in 2024
Fees payable to Non-Executive Directors were reviewed regarding fee adjustments effective 1 July 2023 and 5% increase
was applied to Director base and committee fees. This increase is inclusive of 0.5% increase to superannuation contribution.
Based on market analysis for Board Chair which shows current fees were below market, an increase of 9.7% was applied with
a further analysis to be continued in 2025 which to assess fees against industry peers.
1.0 Remuneration snapshot
1.1 Remuneration Governance
The Board is responsible for the overall governance and decisions relating to remuneration. The Remuneration and
Nomination Committee (Committee), underpinned by the Remuneration and Nomination Committee Charter enables the
Board to discharge their governance responsibilities in all matters relating to remuneration and engagement of all Executive
and Non-Executive members.
The Committee as stated by the Remuneration and Nomination Committee Charter must have at least 3 members, the majority
of whom (including the Chair) must be independent Directors and all of whom must be non-executive Directors. The Monash
IVF Group Remuneration and Nomination Committee comprises of 4 independent Directors. Ms Zita Peach, Chair appointed
on 23 June 2020, Mr Richard Davis, Mr Josef Czyzewski and Ms Catherine West.
During FY24, the Committee met 5 times with full attendance by all members. The Committee at times invites the CEO,
CFO/Company Secretary, Chief People and Culture Officer and other non-executive directors (non-members of the
Committee) to attend Committee meetings to assist in deliberations (excluding matters relating to their own employment).
The Remuneration and Nomination Committee sought no recommendations as defined in section 9B of the Corporations Act
throughout 2024.
The Committee is responsible for reviewing and making recommendations to the Board in relation to:
●
Group remuneration principles, strategy and practices;
●
Non-Executive Director fee frameworks, policy regarding fee allocation, and fee pools sufficient for appropriate fee levels,
Board renewal, Board roles, market practice, and director workload;
●
Director Succession Planning;
●
Appointment of new directors, including the review of Board and Board committee membership;
●
Appointment of Chief Executive Officer (CEO);
●
Board effectiveness and performance;
●
Overall remuneration framework for Executives;
●
Terms and conditions underpinning Executive and Doctor Service Agreements (ESA), including terms such as restraint
and notice period;
●
Eligibility for, and conditions of, incentive plans, including equity-based incentive plans;
●
Remuneration packages for all Senior Executives including structure and incentives;
●
Metrics and associated targets for incentive plans;
●
Terms and conditions associated with incentive plans including equity plan rules, escrow and other restrictions
on disposal;
●
Structure and quantum of Senior Executive termination payments;
●
Treatment of outstanding incentives in case of cessation of employment; and
●
Exercise of malus or clawback if relevant to incentive plan payments.
Remuneration report (audited)
The Company’s Directors present the 2024 Remuneration Report prepared in accordance with Section 300A of the
Corporations Act 2001, for the Company and the Group for the year ending 30 June 2024 (“FY24”). The information provided
in this Remuneration Report has been audited by KPMG as required by Section 308(3C) of the Corporations Act 2001. The
Remuneration Report forms part of the Directors’ Report.
Key management personnel ('KMP') 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 outlines the remuneration strategies and arrangements for the KMP who have authority and
responsibility for planning, directing, and controlling the activities of Monash IVF Group.
2024 Highlights
In FY24, the commitment and focus of our people were again key to our successful outcomes. Monash IVF Group stands out
in the market thanks to our continuous investments in future growth and attractive value propositions for employees, patients,
and doctors. Our unwavering dedication to achieving Vision 2026 strategic goals demonstrates our capability to expand
effectively in the market, even amidst challenging macroeconomic conditions. The consistent achievements over the past five
years reflect the stability and strong leadership of our team, positioning Monash IVF Group to capitalise on growth
opportunities.
Continuing to align remuneration outcomes with high performance
Our remuneration outcomes continue to align to the performance of Monash IVF Group relative to FY24:
●
Maximum remuneration (fixed and at-risk remuneration combined) for KMP reflect the growth and performance of
employees as well as align to external benchmarking guidance. Remuneration benchmarking in FY24 considered peers
of comparable size and remuneration movements that occurred across industries based on wage index. In FY24, the
Board agreed to continue to increase the total remuneration for the CEO, CFO and COO with a focus on all 3 elements
of remuneration of fixed, short term and long term. The CEO 4-year fixed remuneration CAGR is 6% and 11% for total
maximum remuneration aligning with more at-risk remuneration. The FY24 adjustments to the CEO, CFO and COO total
available remuneration remains at or below the industry benchmark.
●
The FY24 Short Term Incentive gateway for Scientific Success Rates was met. This measure remains a primary focus
for the organization and will continue to serve as a key STI gateway. The STI financial component for FY24 was also
achieved above threshold, resulting in 100% of financial target being met. A number of the non-financial metrics for FY24
were also met. With the intent to continue to drive high performance, in FY24 the STI framework introduced a stretch
target to ensure reward is provided where performance exceeds set targets. The stretch target is set at 120% of target
with 150% payout, with a straight line from 100% to 120%. In FY24 stretch was achieved by 8%.
●
In FY24 the Board exercised discretion to defer the Short Term Incentive payments for KMP pending a resolution is
reached in regard to the NiPGT Class Action.
●
For the LTI component, the EPS component of the FY22 performance rights granted was not achieved as at 30 June
2024 based on performance targets not met during FY22 – FY24. Total Shareholder Return (TSR) component of the
FY21 performance rights granted did vest during FY24. The TSR component of the FY22 performance rights granted will
be tested in September 2024.
In FY25 our remuneration outcomes planned factor in that Monash IVF Group is in the ASX300 and increases the peer group
analysis to ensure we continue to remain competitive and recognises the performance achievements of our KMP and
Executive:
●
Total Fixed Remuneration in FY25 for CEO and CFO increased by 6% and COO increased by 4%, with increases of 5%
to the Short-Term Incentive (STI) for CEO and CFO and 5% increase to Long Term Incentive (LTI) for CFO & COO.
●
In FY25 the LTI plan remains structured with EPS and Relative Total Shareholder Return (TSR) peer group of ASX 300
Healthcare excluding CSL. The STI plan continues to retain the key elements that align to Vision 2026 with a stronger
focus also on targets that align to optimisation and efficiency which is a key focus for Monash IVF Group in FY25. The
STI plan will also retain the opportunity for reward where performance exceeds target. A stretch target for financial
measures being 120% aligned to a further 150% of financial objective of STI available. Financial measure for FY25 will
also retain Underlying Net Profit After Tax (NPAT) as was introduced in FY24.
48 | Monash IVF Group
Annual Report 2024 | 49
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Annually, the Board conducts a thorough review of the remuneration structure to ensure it remains effective and aligned with
business performance and strategic objectives. This review also considers best practice remuneration models, changes to
industry structures that align to our purpose for reward and recognition of high performance.
Purpose of each remuneration component
Total Fixed Remuneration
(TFR)
Short-Term Incentive
(At Risk)
Long-Term Incentive
(At Risk)
To attract and retain,
paying competitively, reflecting the
individual’s accountability, position
requirements and experience. TFR is
determined as base salary and inclusive
of all standard leave provisions and
superannuation guaranteed
contributions.
Rewards performance for achieving
stretch targets and further rewards the
achievement of both financial and non-
financial goals.
Achievement is measured using an
annual balanced scorecard of measures
aligned to the organisations strategic
vision and objectives.
Rewards and retains key contributors
by creating alignment with long-term
shareholder interests and reward the
creation of sustainable
shareholder wealth.
Monash IVF Group has remained consistent with the remuneration framework in 2024 for the Chief Executive Officer (CEO),
Chief Financial Officer (CFO) and Chief Operating Officer (COO) with the framework retaining the three elements of fixed
remuneration and at-risk components being STI and LTI. The remuneration structure aligns the remuneration opportunity with
the size of role and position accountability.
2.2 Executive Remuneration Structure for FY24
The diagram below summarises the framework for FY24. The framework continues to be reviewed each year.
Performance Driven
Alignment with Shareholder Interests
Market Competitive Remuneration
Total Available Remuneration
Total Fixed Remuneration (TFR)
At Risk Remuneration
TFR is determined on the basis of
market rates (where applicable, the size
and complexity of the role and the
individual’s skill and experience relative
to position requirements)
Short-Term Incentive (STI)
Balanced Scorecard Model that includes
a Non-financial Gateway (ANZARD*)
Success rate average
Long-Term Incentive Plan (LTI)
EPS growth hurdles based on
predefined growth rates over a 3year
period (70%)
TFR Comprises of:
• Cash salary
• Salary sacrifice items
• Employer superannuation
contributions in line with statutory
regulations
70% financial Measure based on
Underlying NPAT
TSR hurdles based on Group’s relative
TSR performance against ASX300
Healthcare Index (excluding CSL) (30%)
TFR levels are reviewed annually by the
Committee through a process that
experience in the position. TFR is also
reviewed on promotion. There are no
guaranteed increases in executive
remuneration
Non-financial measures (30%) are linked
to key strategic initiatives built around a
balanced scorecard focused on long-
term sustainable growth including but
not limited to:
• Engagement (People, Patient, Doctor)
• Market share growth
• Scientific Success Rates
• Non-organic growth initiatives
Comprise performance rights which vest
in accordance with 3 year EPS growth
and relative TSR above threshold
performance requirements
*
Australia and New Zealand Assisted Reproduction Database
The Remuneration and Nomination Committee are also responsible for monitoring and reporting to the Board on other matters
including:
●
Remuneration relative to industry benchmarks;
●
Achievement of performance requirements for the payment of incentives;
●
Succession planning;
●
Employee Engagement and organisational culture; and
●
Diversity, inclusion objectives and gender pay equity reporting and associated action plans.
The
Remuneration
and
Nomination
Committee
Charter
is
available
on
the
Company’s
website
at
//www.monashivfgroup.com.au/investor-centre/corporate-governance/. The Charter is reviewed annually. Further information
on the Remuneration and Nomination Committee is provided in the Corporate Governance Statement in this Financial Report.
1.2 Principles of remuneration and framework
Our continued approach to remuneration has maintained a consistent approach to remuneration that meets our remuneration
objectives and aligns with our principles. The following summarises these key principles that underpin the structure of
Executive Remuneration arrangements across the Group.
Remuneration principles
Principle
Design and operational implications of remuneration framework
Aligned to organisations strategy
and business priorities
▪Remuneration framework will ensure alignment with the overall business strategy
and ensure all policies and processes are observed to enable the attraction and
retention of key personnel who create value for shareholders
▪Operates in support of Our Principles and aligns to the organisations desired culture
Market competitive
▪Ensure employees including Executive Key Management Personnel (KMP) and
management are rewarded fairly and competitively according to role accountability,
market positioning, skills, experience and performance
▪Remuneration decisions will be informed by utilising relevant market benchmarking
Rewards performance
▪Encompass long-term and short-term variable performance elements for those who
have the ability to impact overall organisation performance
▪Short term and long term remunerations incentives and outcomes
▪Performance targets to be met for payment (at threshold or target) are set after
considering previous performance, forecast and budget
Simple and transparent
▪A simple, flexible, consistent and scalable remuneration framework is to be used
across the organisation allowing for sustainable business growth
▪The structure must be easily communicated and can reinforce the organisations
mission, principles and culture
Effective governance
▪The Remuneration and Nomination Committee and Board will ensure that
remuneration outcomes reflect both risk and performance and is reviewed regularly
to ensure employees act ethically and responsibly
▪Comply with all relevant legal and regulatory provisions
Alignment to Patient, People and
Doctor outcomes
▪Ensure Patient, People and Doctor engagement outcomes remain a critical
measure for all KMP and management relating to at-risk remuneration
2.0 Remuneration structure
2.1 Executive Remuneration structure
The Monash IVF Group Executive Remuneration framework is designed to attract, engage, and retain a highly skilled and
experienced team of executives. Our remuneration structure aims to align executives with long-term sustainable shareholder
value, focusing on the execution of our strategic goals as has been defined by Vision 2026. This approach integrates Total
Fixed Remuneration, Short-Term and Long-Term Incentives to create a comprehensive Total Remuneration package.
50 | Monash IVF Group
Annual Report 2024 | 51
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Remuneration Report (Audited) continued
for the year ended 30 June 2024
The quantitative financial measure defined for the CEO, CFO and COO in FY24 was as follows:
Strategic Objective
Weighting
Measure
2024 Outcome
Underlying Net Profit After Tax
(NPAT)
70%
Underlying NPAT was set at FY24
Group Budget ($23.369m) and
threshold set at 92.5% ($27.166m)
Underlying NPAT achieved was
$29.85m
Short-Term Incentive (STI) non–financial
The qualitative non-financial measures defined for KMP in FY24 included the following:
Strategic Objective
Weighting
Measure
FY24 Outcome
Patient Engagement
6%
(CEO,CFO)
4% (COO)
Deliver an ongoing improvement in
Patient Engagement as measured
by the patient Net Promoter Score
(NPS) survey targeting
engagement improvements. Patient
Engagement NPS was measured in
the IVF and Ultrasound
businesses separately.
Group Patient Engagement NPS
target of +59 for the IVF business
did not meet threshold or target.
Group Patient Engagement NPS
for Ultrasound of +75 was
met. Therefore, payout for the
Patient Engagement measure was
partial due to the weighting for this
measure.
People Engagement
6%
(CEO,CFO)
4% (COO)
To foster a culture of engagement
with all Monash IVF Group
employees as measured by an
annual employee survey.
Based on the outcomes of the 2024
Employee Engagement survey, this
group measure achieved above
target by 2%(67%). Payout for the
People Engagement measure
was 100%.
Doctor Engagement
6%
(CEO,CFO)
4% (COO)
Foster a culture of engagement
with all Monash IVF Group
Clinicians. This is measured by a
clinician NPS survey conducted
annually and targets engagement
improvements.
Doctor Engagement is based on 2
Key NPS measures.
1. I will refer Monash IVF as a
place to practice. This measure did
not meet threshold by 3 points.
2. I will refer Monash IVF to my
patient for their service achieved
between threshold and target at
98%.
Scientific Success Rates
6%
(CEO,CFO)
4% (COO)
Deliver continued improvement in
success rates in line with Your IVF
success rate measure 4 by
ANZARD which is % implantation.
Success Rates for the period of
July 2023 to April 2024 for measure
4 were 43%. Payout of Scientific
Success Rates was 100%.
Domestic Market growth
6%
(CEO,CFO)
5% (COO)
Market share growth in all Australia
(IVF). Market share target was set
at 22.4% for the period from July
2023 to June 2024 Threshold was
set at 21.7%. This measure
changed in FY24 to reflect the
domestic market expansion of
Monash IVF to include Western
Australia. This target does not
include the recent acquisition of
Fertility North due to the time of
completion.
Market share for the period from
July 2023 to June 2024 was 21.3%
which was above threshold but
below target. Payout for the Market
Share measure was 30%.
●
The COO had an additional measure of Employee Stability Index which was weighted at 4%. This measure was achieved
in FY24 and therefore payout was 100%.
●
The COO additional measure related to the achievement of key milestones associated to Genetics Strategic Business
Case. With a weighting of 5%, in FY24 this was achieved in full.
3.0 At-Risk remuneration framework
Each year the Remuneration and Nomination Committee in collaboration with the CEO, determine a set of targets for the
forthcoming year with reference to the strategic objectives and financial results from prior year. The Remuneration and
Nomination Committee can subsequently adjust targets for any significant changes including but not limited to, significant
events, capital structure, material acquisition or divestments, in accordance with any ASX Listing Rules if applicable.
The Board may exercise its discretion to adjust where it is considered appropriate for the purpose and intent of the incentive
plan and the performance standards. This may include adjustments to ensure that the interests of the relevant participant are
not, in the opinion of the Board, materially prejudiced or advantaged relative to the position reasonably anticipated at the time
of the assessment.
The following table summarises the short-term incentive and long-term incentive reward components for certain KMP including
the performance measures and delivery mechanism applicable for the performance period ended 30 June 2024.
Short-Term Incentive
(At Risk)
Long-Term Incentive
(At Risk)
Incentive Opportunity
Threshold
Target
Stretch
Threshold
Target
CEO
30%
100%
150%
20%
100%
CFO
30%
100%
150%
20%
100%
COO
30%
100%
150%
20%
100%
Performance
Measures
• STI scorecard KPIs include financial and non-
financial measures
• LTI KPIs are earnings per share growth
(EPS)(70%) and Total Shareholder Return
(TSR)(30%)
• A non-financial gateway is in-place whereby no
STI is payable if the Group’s clinical pregnancy
rates (success rates) is below the ANZARD
average
• TSR measures returns made against the
performance of a comparator group with
hurdles based on predefined growth rates over
a 3 year period
• 70% of STI is based on the Underlying NPAT
• EPS compound annual growth rate (CAGR)
provides a tangible measure of shareholder
value with hurdles based on predefined growth
rates over a 3 year period
• 30% of STI is based on qualitative non-
financial measures which include Patient
engagement, People engagement, doctor
engagement, scientific success rates and
domestic market share
• Pro-rata payment of STI is made if
achievement is between threshold and target.
Stretch is available where achievement is
above target up to 120%
Delivery Mechanisms
STI awards for the CEO, CFO and COO are
paid as cash and subject to continued
employment
LTI awards are granted as performance rights
are subject to testing against the above
performance measures and continued
employment. The CEO, CFO and COO were
not required to pay any money to be granted
performance rights
STI and LTI opportunities are expressed as a percentage of TFR and refer to section 4.1
3.1 FY24 Short-Term Incentive
A non-financial gateway is in-place whereby no STI is payable if the Group’s clinical pregnancy rates (success rates) is below
the ANZARD average for the period 1 July 2023 to 30 April 2024. This period is applicable due to the availability of pregnancy
outcomes information at the time of reporting. The available ANZARD target average applicable is 40.4%. The Group’s clinical
pregnancy rates for the period between July 2023 to April 2024 was 44.7% and accordingly, the non-financial gateway to STI
was achieved.
52 | Monash IVF Group
Annual Report 2024 | 53
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Remuneration Report (Audited) continued
for the year ended 30 June 2024
The performance periods and vesting schedules for the FY24 performance rights are set out in the following table:
Performance measure
Earnings per share
Performance period
1 July 2023 to 30 June 2026
Performance
% of rights that will vest
Less than 10% per annum
0%
10% per annum
20%
Between 10% to 12% per annum
20% - 100% pro rata
Greater than 12% per annum
100%
Performance measure
Relative TSR
Performance period
11 days after FY23 results announcement to 11 days after FY26 results
announcement
Performance
% of rights that will vest
Less than Index return
0%
Equal to index return
20%
Between Index return and Index return +5%
20% - 100% pro rata
Equal to or greater than Index return +5%
100%
The graduated vesting scale in the LTI plan was designed to minimise the likelihood of excessive risk taking as a performance
threshold is approached. The Board believes this vesting framework strengthens the performance link over the long-term and
accordingly encourages Executives to focus on long term performance. The Board also acknowledges that the value of certain
strategic initiatives may take several years to deliver.
Further terms and conditions of the LTI plan are as follows:
●
The invitations issued to eligible persons will include information such as award conditions and, upon acceptance of an
invitation, the Board will grant awards in the name of the eligible person. Awards may not be transferred, assigned or
otherwise dealt with except with the approval of the Board.
●
Awards will only vest where the conditions advised to the participant by the Board have been satisfied. An unvested
award will lapse in a number of circumstances, including where conditions are not satisfied within the relevant time period,
or in the opinion of the Board, a participant has committed an act of fraud or misconduct or gross dereliction of duty. If a
participant’s engagement with the Company (or one of its subsidiaries) terminates before an award has vested, the Board
may determine the extent to which the unvested awards that have not lapsed will become vested awards or, if the award
offer does not so provide and the Board does not decide otherwise, the unvested awards will automatically lapse.
●
Awards are subject to malus and clawback conditions whereby the Board may, in its discretion, and subject to applicable
laws, determine the performance rights or shares already allocated following the vesting or exercise of a performance
right are forfeited, recovered or the conditions modified. The Board’s decision in regard to unfair benefits obtained by the
participant is final and binding.
●
Where there is a takeover bid or a scheme of arrangement proposed in relation to the Company, the Board may determine
that the participant’s unvested awards will become vested awards. In such circumstances, the Board shall promptly notify
each participant in writing that the awards have become vested awards, or that he or she may, within the time period
specified in the notice and where applicable in accordance with the class or category of award, exercise such vested
awards. A participant is not entitled to participate, in their capacity as holder of awards, in any new issue of shares in the
Company, nor in any return of capital, buyback or other distribution or payment to shareholders, unless the Board
determines otherwise. In the event of a bonus issue or rights issue, the rights of the award will be altered in a manner (if
any) determined by the Board, consistent with the ASX Listing Rules.
●
In the event of any reorganisation of the issued ordinary capital of the Company before the exercise of an award, the
number of shares attached to each award will be reorganised in the manner specified in the LTI plan and in accordance
with the ASX Listing Rules or, if the manner is not specified, the Board will determine the reorganisation. In any event,
the reorganisation will not result in any additional benefits being conferred on participants which are not conferred on
shareholders of the Company.
●
Participants who hold an award issued pursuant to the LTI plan have no rights to vote under the LTI award at meetings
of the Company until that award has vested (and is exercised, if applicable) and the participant is the holder of a valid
share in the Company. Shares acquired upon vesting of the award will, upon issue, rank equally in all respects with other
shares.
●
No award or share may be offered under the LTI plan if to do so would contravene the Corporations Act, the ASX Listing
Rules or instruments of relief issued by ASIC from time to time.
3.3 FY24 Long-Term Incentive grant
The LTI plan is a performance rights scheme where vesting depends on meeting pre-established performance hurdles and
maintaining continuous employment. Grants under the LTI plan are awarded annually to ensure Executives remain focused
on sustainable long-term growth and returns, balancing with short-term incentives that target annual performance.
The terms and overview of the FY24 LTI grant to KMP and other eligible employees, including the CEO, CFO and COO are
summarised below.
Performance Rights Granted
EPS Compound Annual Growth Rate ("EPS Hurdle") 70%
of allocation subject to the hurdle
Relative Total Shareholder Return ("TSR Hurdle") 30% of
allocation subject to the hurdle
Vesting Framework
Vesting Framework
The EPS component of the allocation will be measured at the
end of the 3-year performance period.
The TSR component of the allocation will be measured at the
end of the 3-year performance period relative to the
ASX300 Healthcare Accumulation Index (Index) excluding
CSL performance.
20% will vest at threshold performance. 100% will vest
at maximum performance, with pro rata vesting between
threshold and maximum.
20% will vest at threshold performance when TSR equals
index returns, 100% vest at maximum performance if TSR
equals index returns +5 percentage points on an annualised
basis, with pro-rata vesting between threshold and maximum.
EPS threshold performance is 10% growth per annum over
the 3-year period.
The LTI award opportunity is based on a percentage of the participant’s total fixed remuneration as at the grant date. The
number of performance rights issued is determined by dividing the long-term incentive component of the participant’s fixed
remuneration by the volume weighted average price of Monash IVF Group Limited shares traded on the Australian Stock
Exchange over the 10 trading days immediately following the release of the FY23 full-year results announcement. The VWAP
applied to the FY24 performance rights issue was $1.21854.
On vesting, each performance right entitles the participant to one ordinary share in the Company plus an additional number
of shares calculated on the basis of the dividends which would have been paid on that one share had it been issued at the
time of grant of the performance right and assuming that those dividends were reinvested at the closing price of shares on the
distribution date of those dividends. Prior to vesting, performance rights do not entitle the participant to any dividends or voting
rights.
Performance rights were granted in two tranches during FY24, with each tranche subject to separate vesting conditions.
Executives did not pay any money to be granted the performance rights and the expiry date of the rights will be on the fifth
anniversary of their grant.
Details of the FY24 LTI grant to KMP is set out below:
KMP
% of TFR
Performance
rights granted
Allocation
# of performance
rights
Mr Michael Knaap (CEO)
100%
EPS
70%
362,203
TSR
30%
155,230
Mr Malik Jainudeen (CFO)
55%
EPS
70%
119,527
TSR
30%
51,226
Mr Hamish Hamilton (COO)
55%
EPS
70%
119,527
TSR
30%
51,226
54 | Monash IVF Group
Annual Report 2024 | 55
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Remuneration Report (Audited) continued
for the year ended 30 June 2024
KMP
Component
Commentary
Mr. Malik Jainudeen - Chief
Financial Officer & Company
Secretary
TFR
1 July 2023 to 30 June 2024 - $378,309 per annum
STI
The CFO has the opportunity to earn an annual incentive of
45% of total fixed remuneration based on meeting certain
defined criteria. The FY24 STI criteria were subject to both
financial (70%) and non-financial (30%) outcomes. STI is
only applicable if the clinical pregnancy rate is at or above the
ANZARD mean.
LTI (performance rights) 170,753 performance rights were granted in FY24 which is
equivalent to 55% of TFR. These rights vest at the end of the
3-year performance period subject to meeting certain EPS
and TSR outcomes.
Notice period
3 months
Term of Agreement
No Fixed Term
KMP
Component
Commentary
Mr. Hamish Hamilton - Chief
Operating Officer
TFR
1 July 2023 to 30 June 2024 - $378,309 per annum
STI
The COO has the opportunity to earn an annual incentive of
45% of total fixed remuneration based on meeting certain
defined criteria. The FY24 STI criteria were subject to both
financial (70%) and non-financial (30%) outcomes. STI is
only applicable if the clinical pregnancy rate is at or above the
ANZARD mean.
LTI (performance rights) 170,753 performance rights were granted in FY2024 which is
equivalent to 55% of TFR. These rights vest at the end of the
3-year performance period subject to meeting certain EPS
and TSR outcomes.
Notice period
3 months
Term of Agreement
No Fixed Term
4.2 Non-Executive Director (NED) Remuneration policy
Under the Constitution, the Directors decide the total amount paid to all Directors as remuneration for their services as
Directors. However, under the ASX Listing Rules, the total amount paid to all Directors for their services must not exceed in
aggregate in any financial year, the amount fixed by the Company in a general meeting. This amount has been fixed by the
Company at $950,000. For the 2024 financial year, the fees payable to the current NEDs are $678,290 in aggregate reflecting
a $73,146 increase compared to 2023.
4.0 Executive and Non-Executive Remuneration
4.1 KMP Remuneration
Key Management Personnel
Fixed Pay
STI
LTI
At Risk
Mr. Michael Knaap
37.7%
24.5%
37.8%
62.3%
Mr. Malik Jainudeen
50.0%
22.5%
27.5%
50.0%
Mr. Hamish Hamilton
50.0%
22.5%
27.5%
50.0%
Dr. Richard Henshaw
100.0%
-
-
-
KMP
Component
Commentary
Mr. Michael Knaap – Chief
Executive Officer & Managing
Director
TFR
1 July 2023 to 30 June 2024 - $630,515 per annum
STI
The CEO has the opportunity to earn an annual incentive of
65% of total fixed remuneration based on meeting certain
defined criteria. The FY24 STI criteria were subject to both
financial (70%) and non-financial (30%) outcomes. STI is
only applicable if the clinical pregnancy rate is at or above the
ANZARD mean.
LTI (performance rights) 517,433 performance rights were granted in FY24 which is
equivalent to 100% of TFR. These rights vest at the end of
the 3-year performance period subject to meeting certain
EPS and TSR outcomes.
Notice period
6 months
Term of Agreement
No Fixed Term
KMP
Component
Commentary
Dr. Richard Henshaw - Executive
Director
TFR
1 July 2023 to 30 June 2024 - $365,131 per annum
Dr. Henshaw was the only doctor during 2024 who served as
a Director. He was paid a salary for his clinician duties and
medical leadership.
STI
Not eligible for a STI payment
LTI (performance rights) Not eligible for a LTI offer
Notice period
6 months
Term of Agreement
No Fixed Term
56 | Monash IVF Group
Annual Report 2024 | 57
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Details of the remuneration of key management personnel of the Group are set out in the following tables. The other benefit
and other long-term benefits relate to movements in annual leave and long service leave provisions.
Short-term employee benefits
Post-employment benefits
Share-based
payments
Salary and
fees
STI Cash
incentive
Other benefit
Super-
annuation
Other long-
term benefits
Termination
benefits
Rights
Total
2024
$
$
$
$
$
$
$
$
Non-Executive
Directors:
Mr Richard Davis
165,490
-
-
18,204
-
-
-
183,694
Mr Josef Czyzewski
113,852
-
-
12,523
-
-
-
126,375
Ms Catherine West
96,985
-
-
10,668
-
-
-
107,653
Ms Zita Peach
105,432
-
-
11,598
-
-
-
117,030
Mr Neil Broekhuizen
96,985
-
-
10,669
-
-
-
107,654
Ms Catherine Aston
32,328
-
-
3,556
-
-
-
35,884
Executive Directors:
Dr Richard Henshaw
336,258
-
25,134
28,873
3,634
-
-
393,899
Mr Michael Knaap
601,307
372,794
2,155
27,500
7,681
-
196,079
1,207,516
Other KMP:
Mr Malik Jainudeen
348,398
154,853
(12,312)
27,500
4,200
-
61,209
583,848
Mr Hamish Hamilton
348,398
160,420
7,683
27,500
3,143
-
61,209
608,353
2,245,433
688,067
22,660
178,591
18,658
-
318,497
3,471,906
Short-term employee benefits
Post-employment benefits
Share-based
payments
Salary and
fees
STI Cash
incentive
Other benefit
Super-
annuation
Other long-
term benefits
Termination
benefits
Rights
Total
2023
$
$
$
$
$
$
$
$
Non-Executive
Directors:
Mr Richard Davis
152,283
-
-
15,990
-
-
-
168,273
Mr Josef Czyzewski
108,923
-
-
11,437
-
-
-
120,360
Ms Catherine West
92,785
-
-
9,742
-
-
-
102,527
Ms Zita Peach
100,866
-
-
10,591
-
-
-
111,457
Mr Neil Broekhuizen
102,527
-
-
-
-
-
-
102,527
Executive Directors:
Dr Richard Henshaw
318,675
-
32,523
25,292
9,355
-
-
385,845
Mr Michael Knaap
566,810
239,055
(8,118)
27,046
12,633
-
205,628
1,043,054
Other KMP:
Mr Malik Jainudeen
329,146
99,300
3,717
27,046
7,315
-
56,275
522,799
Mr Hamish Hamilton
329,146
91,975
14,999
27,046
(19,000)
-
56,275
500,441
2,101,161
430,330
43,121
154,190
10,303
-
318,178
3,057,283
FY23 balances have been restated to include the movements in annual leave and long service leave provisions.
Role
2024
2023
$
$
Fees
Chair
165,000
150,469
Other Non-Executive Directors
98,306
93,625
Additional Fees
Audit and Risk Committee – Chair
18,724
17,833
Audit and Risk Committee – Member
9,347
8,902
Remuneration and Nomination Committee – Chair
18,724
17,833
Remuneration and Nomination Committee – Member
9,347
8,902
At the 28 November 2023 AGM, 92.8% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2023. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
5.0 Details of remuneration for Key Management Personnel
5.1 Key Management Personnel (KMP)
KMP have authority and responsibility for planning, directing, and controlling the activities of the Group, directly or indirectly,
including directors of the Company and other Executives. KMP comprise the directors of the Company and the senior
Executives for the Group named in this report.
Name
Position
Period covered under this Report
Non-Executive Directors
Mr Richard Davis
Non-Executive Chair
Full Financial Year
Mr Josef Czyzewski
Non-Executive Director
Full Financial Year
Ms Catherine West
Non-Executive Director
Full Financial Year
Ms Zita Peach
Non-Executive Director
Full Financial Year
Mr Neil Broekhuizen
Non-Executive Director
Full Financial Year
Ms Catherine Aston
Non-Executive Director
26 February 2024 - 30 June 2024
Executive Directors
Dr Richard Henshaw
Executive Director
Full Financial Year
Mr Michael Knaap
Chief Executive Officer & Managing
Director
Full Financial Year
Other KMP
Mr Malik Jainudeen
Chief Financial Officer & Company
Secretary
Full Financial Year
Mr Hamish Hamilton
Chief Operations Officer
Full Financial Year
58 | Monash IVF Group
Annual Report 2024 | 59
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Remuneration Report (Audited) continued
for the year ended 30 June 2024
5.2 Analysis of incentives included in remuneration
Details of the vesting profile of the STI cash incentives awarded as remuneration to each director of the Company and other
KMP are detailed below:
2024
2024
2024
2023
2023
2023
Payable and
paid
Payable and
paid
Not Payable
Payable and
paid
Payable and
paid
Not Paid
Executive Directors:
Mr. Michael Knaap
372,794
90%
10%
239,055
62%
38%
Dr. Richard Henshaw
-
-
-
-
-
-
372,794
239,055
Other KMP:
Mr. Malik Jainudeen
154,853
90%
10%
99,300
62%
38%
Mr. Hamish Hamilton
160,420
94%
6%
91,975
57%
43%
315,273
191,275
688,067
430,330
5.3 Loans to Key Management Personnel
No loans were issued to Key Management Personnel during 2024.
5.4 Key Management Personnel Shareholdings
The following details Monash IVF Group ordinary shares held by Directors and KMP as of the date of this Report:
Balance at 1
July 2023
Granted
during 2024
Net change
Balance at 30
June 2024
Name
Number
Number
Number
Number
Non-Executive Directors:
Mr Richard Davis
182,067
-
-
182,067
Mr Josef Czyzewski
241,382
-
-
241,382
Ms Catherine West
37,100
-
-
37,100
Ms Zita Peach
92,803
-
-
92,803
Mr Neil Broekhuizen
350,000
-
-
350,000
Ms Catherine Aston
-
-
-
-
903,352
-
-
903,352
Executive Directors:
Mr Michael Knaap
150,655
577,325
-
727,980
Dr Richard Henshaw
1,358,842
-
-
1,358,842
1,509,497
577,325
-
2,086,822
Other KMP:
Mr Malik Jainudeen
19,231
-
-
19,231
Mr Hamish Hamilton
123,835
137,458
(100,000)
161,293
143,066
137,458
(100,000)
180,524
2,555,915
714,783
(100,000)
3,170,698
Details of unvested performance rights and the movement during the financial year is detailed below:
2024
Name
Hurdles
Grant date
Testing
date
Opening*
Granted
Vested and
exercised
Expired/
lapsed /
forfeited
Vested and
unexer-
cised
Closing
unvested
Exercis-
able at 30
June 2024
FV per
security
Number
Number
Number
Number
Number
Number
Number
$
Mr
Michael
Knaap
TSR
16/10/2020 30/08/2023
150,489
-
(150,489)
-
-
-
-
$0.32
EPS
16/10/2020 30/06/2023
351,140
-
(351,140)
-
-
-
-
$0.61
TSR
19/11/2021 10/09/2024
139,850
-
-
-
-
139,850
-
$0.49
EPS
19/11/2021 30/06/2024
326,316
-
-
(326,316)
-
-
-
$0.93
TSR
23/11/2022 11/09/2025
159,780
-
-
-
-
159,780
-
$0.60
EPS
23/11/2022 30/06/2025
372,819
-
-
-
-
372,819
-
$1.02
TSR
28/11/2023 11/09/2026
-
155,230
-
-
-
155,230
-
$0.79
EPS
28/11/2023 30/06/2026
-
362,203
-
-
-
362,203
-
$1.28
1,500,394
517,433
(501,629)
(326,316)
-
1,189,882
-
Mr Malik
Jainudeen TSR
16/10/2020 30/08/2023
35,831
-
-
-
(35,831)
-
35,831
$0.32
EPS
16/10/2020 30/06/2023
83,604
-
-
-
(83,604)
-
83,604
$0.61
TSR
19/11/2021 10/09/2024
41,955
-
-
-
-
41,955
-
$0.49
EPS
19/11/2021 30/06/2024
97,895
-
-
(97,895)
-
-
-
$0.93
TSR
23/11/2022 11/09/2025
47,934
-
-
-
-
47,934
-
$0.60
EPS
23/11/2022 30/06/2025
111,846
-
-
-
-
111,846
-
$1.02
TSR
28/11/2023 11/09/2026
-
51,226
-
-
-
51,226
-
$0.79
EPS
28/11/2023 30/06/2026
-
119,527
-
-
-
119,527
-
$1.28
419,065
170,753
-
(97,895)
(119,435)
372,488
119,435
Mr
Hamish
Hamilton
TSR
16/10/2020 30/08/2023
35,831
-
(35,831)
-
-
-
-
$0.32
EPS
16/10/2020 30/06/2023
83,604
-
(83,604)
-
-
-
-
$0.61
TSR
19/11/2021 10/09/2024
41,955
-
-
-
-
41,955
-
$0.49
EPS
19/11/2021 30/06/2024
97,895
-
-
(97,895)
-
-
-
$0.93
TSR
23/11/2022 11/09/2025
47,934
-
-
-
-
47,934
-
$0.60
EPS
23/11/2022 30/06/2025
111,846
-
-
-
-
111,846
-
$1.02
TSR
28/11/2023 11/09/2026
-
51,226
-
-
-
51,226
-
$0.79
EPS
28/11/2023 30/06/2026
-
119,527
-
-
-
119,527
-
$1.28
419,065
170,753
(119,435)
(97,895)
-
372,488
-
2,338,524
858,939
(621,064)
(522,106)
(119,435) 1,934,858
119,435
*
Opening balances include rights that are vested and unexercised, as well as unvested rights.
60 | Monash IVF Group
Annual Report 2024 | 61
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Remuneration Report (Audited) continued
for the year ended 30 June 2024
Shares issued on the exercise of performance rights
The following ordinary shares of Monash IVF Group Limited were issued during the year ended 30 June 2024 and up to the
date of this report on the exercise of performance rights granted:
Number of
Date performance rights granted
Exercise
price
shares
issued
16/10/2020
$0.00
100,000
16/10/2020
$0.00
40,509
16/10/2020
$0.00
59,820
16/10/2020
$0.00
32,879
16/10/2020
$0.00
577,325
16/10/2020
$0.00
37,458
847,991
Indemnity and insurance of officers and auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor, the
Directors and executives 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 29 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 29 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 (including Independence Standards) 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.
Officers of the Company who are former partners of KPMG
There are no officers of the Company who are former partners of KPMG.
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.
6.0 Link to Group Performance
The revenue and earnings of the Group for the five years to 30 June 2024 are summarised below:
2024
2023
2022
2021
2020
Measure
$'000
$'000
$'000
$'000
$'000
Revenue
254,960
213,590
192,294
183,605
145,417
Underlying EBITDA (3)
62,806
53,431
48,145
47,749
34,797
Reported EBITDA
13,234
48,461
43,157
51,281
32,833
Underlying NPAT (3)
29,851
25,429
22,232
23,418
14,353
Reported NPAT (2)
(5,949)
21,966
18,502
25,687
11,726
STI payable
84.0%
49.1%
16.7%
81.1%
24.1%
Total Shareholder Return (1)
15.2%
27.0%
21.0%
61.0%
(59.0%)
(1)
The Net Profit after Tax, total shareholder return and earnings per share are not comparable for certain years due to the capital structure and discontinued operations.
(2)
The 30 June 2021 amounts have been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as a Service.
(3)
Underlying EBITDA and NPAT are non-IFRS measures that are utilised for internal reporting purposes.
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2024
2023
2022
2021
2020
Share price at financial year end ($)
1.29
1.15
0.94
0.85
0.53
Total dividends declared (cents per share)
5.00
4.40
4.40
4.20
2.10
Basic earnings per share (cents per share)
(1.70)
5.60
4.70
6.50
4.60
Diluted earnings per share (cents per share)
(1.70)
5.60
4.70
6.50
4.60
During the period, Revenue, EBITDA, NPAT, TSR and EPS were key performance measures. EBITDA is a major component
of the STI plans for KMP including the CEO, CFO and COO whilst TSR and EPS growth are long term metrics used to measure
the CEO, CFO and COO’s remuneration via the Executive Long Term Incentive Plan. CEO, CFO and COO remuneration
varies with the outcomes of these measures above a required threshold performance level.
This concludes the remuneration report, which has been audited.
Shares under option
There were no unissued ordinary shares of Monash IVF Group Limited under option outstanding at the date of this report.
Shares issued on the exercise of options
There were no ordinary shares of Monash IVF Group Limited issued on the exercise of options during the year ended 30 June
2024 and up to the date of this report.
Shares under performance rights
Unissued ordinary shares of Monash IVF Group Limited under performance rights at the date of this report are as follows:
Exercise
Number
Grant date
Testing date
price
under rights
16/10/2020
30/09/2023
$0.00
119,435
19/11/2021
30/09/2024
$0.00
260,376
23/11/2022
30/09/2025
$0.00
1,066,324
28/11/2023
30/09/2026
$0.00
1,108,542
2,554,677
No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in
any share issue of the Company or of any other body corporate.
62 | Monash IVF Group
Annual Report 2024 | 63
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Directors’ Report continued
for the year ended 30 June 2024
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Monash IVF Group Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Monash IVF Group Limited
for the financial year ended 30 June 2024 there have been:
i.
no contraventions of the auditor independence requirements as set out in the Corporations Act
2001 in relation to the audit; and
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Chris Sargent
Partner
Melbourne
22 August 2024
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
___________________________
___________________________
Mr Richard Davis
Mr Michael Knaap
Chair
Chief Executive Officer and Managing Director
22 August 2024
Melbourne
64 | Monash IVF Group
Annual Report 2024 | 65
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Corporate Governance Statement continued
for the year ended 30 June 2024
Corporate Governance Statement
for the year ended 30 June 2024
The Board makes recommendations in respect of the election or re-election of each Director based on tenure, skills and
experience of the Director in relation to Board composition. The Remuneration and Nomination Committee ensures that
appropriate background checks take place for the appointment of a new Director. The details of those Directors who stand for
re-election will be provided in the Notice of Meeting which is sent to security holders prior to the AGM. The Board provides
security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a
Director, in addition a statement by the Board as to whether it supports the election or re-election of the candidate and a
summary of the reasons as to why the Board has taken this view. Additionally, each Director standing for re-election makes a
short presentation to security holders at the meeting itself.
All Board members have a written agreement outlining the terms of their appointment clearly articulating the expectations,
roles and responsibilities and remuneration of their role.
All employment agreements for senior executives clearly set out their terms of appointment, remuneration and requirements
to adhere to Company policies and procedures. Industry regulation and Company policy requires police checks for employees
which are undertaken prior to commencement. Employment contracts require employees to disclose any offences that would
result in an adverse police check.
1.4 Company Secretary
Mr Malik Jainudeen was appointed in the role of Company Secretary and Chief Financial Officer with Monash IVF Group
Limited in April 2019. The Company Secretary’s role and responsibility is for all matters to do with the proper functioning of
the Board and is accountable to the Board, through the Chairman of the Board.
1.5 Diversity and Inclusion Policy
Monash IVF Group recognises that its business success is a reflection of the quality of its people and is proud of its strong
diverse and inclusive workforce. The Company’s workforce is made up of individuals with a diverse set of skills, values,
experiences, backgrounds and attributes including those gained on account of their gender, age, disability, ethnicity, marital
or family status, religious or cultural background and sexual orientation. Monash IVF Group is committed to supporting and
further developing this through attracting, engaging and retaining diverse talent as supported by a Diversity and Inclusion
Policy.
Monash IVF Group is a recognised employer under the Workplace Gender Equity Act 2012 and is compliant with the
requirements of the Australian Government Workplace Gender Equity Agency.
The breakdown of gender diversity at Monash IVF Group is listed below:
Organisational Level
Number of Women
% of Women
Target
Non-Executive Directors
3
50%
no less than 40% male / 40% female /
20% any gender
Senior management
16
66%
no less than 40% male / 40% female /
20% any gender
Team leader
98
93%
50%
Total staff (including above)
997
93%
The Board recognises the high proportion of women in the workplace and acknowledges that this gender diversity is reflective
of the nature of the organisation. The Remuneration and Nomination Committee sets measurable objectives to achieve gender
diversity and Monash IVF Group achieves diversity above industry standard with no less than 40% female (and 20% any
gender) representation of Executives reporting to the CEO. Non-executive Board representation continues to be targeted at
no less than 40% female (and 20% any gender) representation. These measures were met during the year. Senior
Management is defined as Executive Directors and Management personnel in operational leadership positions generally
specific to state leadership teams.
Monash IVF Group has in place a Flexible Work Arrangements policy to promote work/life balance and to accommodate family
care in line with the operational requirements of the Business. During 2024, 64 employees have taken primary and secondary
parental leave, utilising the Group’s generous parental leave policy. Flexible working arrangements are both formally and
informally are widely used and supported across Monash IVF Group.
Corporate Governance Statement
This statement, approved by the Board, reports on the Group’s key governance framework, principles and practices as at 30
June 2024. These principles and practices are subject to regular review and when necessary revised to reflect legislative
changes or corporate governance best practice.
The Board of Directors is committed to maintaining the Group’s pre-eminent status as a leader in the fields of Assisted
Reproductive Services (ARS) and specialist women’s imaging. This commitment will lead to sustainable growth and
shareholder returns. The Board is a strong advocate of good corporate governance and its fulfilment of these practices and
obligations will enhance the ability for shareholders to be appropriately rewarded.
Monash IVF Group Limited complies in all material respects with the fourth edition of the ASX Corporate Governance Council’s
Corporate Governance Principles and Recommendations. The details of this compliance and reasons for any non-compliance
are set out in this statement. A separate Appendix 4G has been lodged with the Australian Securities Exchange Limited (ASX).
Principle 1 Lay solid foundations for management and oversight
1.1 Roles and responsibilities of the Board and Management and delegation
The role of the Board is to oversee good governance practice in all aspects of the Group’s undertakings. This includes setting
and approving the strategic direction of the Group and to guide and monitor Monash IVF Group management and its
businesses in achieving their strategic objectives. The Board is committed to maximising performance through continued
investment in all aspects of the business including research, education and innovation in clinical services to improve patient
outcomes.
The Board is committed to a high standard of corporate governance practice and fosters a culture of compliance which values
ethical behaviour, integrity, teamwork and respect for others.
The Monash IVF Group Limited Board Charter outlines the role and responsibilities of the Board along with direction on Board
composition, structure and membership requirements. The Charter clearly outlines matters expressly reserved for the Board’s
determination and those matters delegated to Management.
The Company’s Chief Executive Officer and Managing Director, Michael Knaap, has responsibility for day-to-day management
of Monash IVF Group Limited in its entirety. Michael was previously the Chief Financial Officer & Company Secretary and
held the position of Interim Chief Executive Officer between October 2018 and April 2019. Michael was appointed to Chief
Executive Officer and Managing Director on 15 April 2019 and is supported by the Executive Team which is responsible for
implementation of Board directed strategies at an operational level.
The Monash IVF Group Limited Board Charter is available on the Monash IVF Group Limited website link:
Corporate Governance | Monash IVF Group
1.2 and 1.3 Board and Senior Executive appointments
In the event of a new appointment to a director or senior executive role, appropriate probity and integrity checks, such as
experience, education, criminal record and bankruptcy history, are undertaken to ensure the individual has an appropriate
background to hold the role with Monash IVF Group Limited. Should the role be for election of a director for the first time a
comprehensive check of the candidates’ personal and professional history would occur including details of any other material
directorships or non-executive roles.
With the exception of the Managing Director and Chief Executive Officer (CEO), one third of all eligible Directors, and any
other Director who has held office for over three years since their last election, must retire in rotation at the Annual General
Meeting (AGM). This is in accordance with the Company’s Constitution. A retiring Director holds office until the conclusion of
the meeting at which he or she retires. They may stand for re-election by security holders at that meeting. The Board may
appoint a new Director to fill a casual vacancy and that Director will hold office until the close of the next AGM, unless elected
at that meeting.
66 | Monash IVF Group
Annual Report 2024 | 67
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Corporate Governance Statement continued
for the year ended 30 June 2024
Corporate Governance Statement continued
for the year ended 30 June 2024
2.1 Remuneration and Nomination Committee
The Remuneration and Nomination Committee is governed by the Remuneration and Nomination Committee Charter as found
on the Monash IVF Group Limited website at Corporate Governance | Monash IVF Group.
The Remuneration and Nomination Committee consist of four independent Directors of the Board:
●
Mr Richard Davis
●
Mr Josef Czyzewski
●
Ms Catherine West
●
Ms Zita Peach (Chair)
The Committee met 5 times with all Committee members in attendance.
The Committee assists the Board by reviewing and making recommendations to the Board in relation to:
●
the Company's Remuneration Policy;
●
Board succession issues and planning;
●
Board member and re-election of members to the Board and its committees;
●
Director induction and continuing professional development programs for Directors;
●
remuneration packages of senior executives;
●
non-executive Directors and executive Directors, equity-based incentive plans and other employee benefit programs;
●
Company superannuation arrangements;
●
the Company's recruitment, retention and termination policies;
●
succession plans of the CEO, senior executives and executive Directors;
●
the process for the evaluation of the performance of the Board, its Board Committees and individual Directors;
●
the review of the performance of senior executives;
●
review of the Company's remuneration policies and packages; and
●
the size and composition of the Board and strategies to address Board diversity and the Company's performance in
respect of the Company's Diversity and Inclusion Policy, including whether there is any gender or other inappropriate
bias in remuneration for Directors, senior executives or other employees.
2.2 Board Skill Matrix
On establishing the Board in 2014 the desirable skills, attributes and experience required was considered in searching for
potential Board members.
Monash IVF Group Limited believe the current Director skill set is adequate to ensure an appropriate and diverse mix of
backgrounds, expertise, experience and qualifications exist to assist with being able to understand and effectively advise on
Group strategy and growth.
The below skill matrix outlines the Board of Director skill set during 2024:
The Diversity and Inclusion Policy is overseen by the Remuneration and Nomination Committee. The Committee has no
executive powers with regard to its findings and recommendations however is responsible for monitoring, reviewing and
reporting to the Board on the Company’s performance in respect to diversity in accordance with the Company’s Diversity and
Inclusion Policy and in accordance with the Diversity & Inclusion Action Plan. The Board is committed to targeting a board
composition aligned to its workforce and patient base over time. The Diversity and Inclusion Policy and Action Plan is available
on the Monash IVF Group Limited website Corporate Governance | Monash IVF Group.
Monash IVF Group is committed to providing a diverse and culturally inclusive work environment to ensure that all employees
are valued and feel to bring their whole self to work in a safe workplace environment. Monash IVF Group provides an Equal
Employment Opportunity policy framework in relation to harassment, bullying, discrimination and grievance procedures. The
policies are available to all employees via the Company intranet. The Group also offers an employee assistance program that
provides a confidential counselling service to support employee wellbeing in the workplace. To ensure a full understanding of
respectful workplace obligations, the organisation utilises a Learning Management System, an online learning management
portal to manage and track the full compliance of all respectful workplace topics. Monash IVF Group continued their
partnership with Pride in Diversity, a national not-for-profit employer support program for LGBTI workplace and is specifically
designed to assist employers and employees with all aspects of inclusion including awareness and education. In 2024 Monash
IVF Group was award silver status by Australian Workplace Equity Index, recognising the commitment and work undertaken
by the organisation in a creating an inclusive workplace.
1.6 Director Performance Evaluation
The Remuneration and Nomination Committee Chair undertakes the process of performance reviews of the Board, its
Committees and the Chairman. Objectives of the review are to ensure the Board adheres to ASX governance principles and
to identify opportunities to improve the functioning of the Board as a whole. The focus is on the performance of the Board as
a whole and, to a lesser extent, the Board committees. The Chairman performs individual appraisals on each director.
The annual review completed by Monash IVF Group Limited Board was undertaken in February 2024. It involved directors
completing a confidential online questionnaire covering aspects outlined in the Board Charter. The results were aggregated
and discussed by the Board to inform areas or opportunities for improvement.
1.7 Senior Executive Evaluations
Monash IVF Group Limited has an annual Performance Review Policy for all senior executives and managers as stated in the
Board Charter. Senior executive and manager performance is reviewed by the CEO against Key Performance Indicators
(KPIs) which are both financial and non-financial in nature. The performance evaluation process has been undertaken in
accordance with this policy for the current financial year. The Remuneration and Nomination Committee has oversight of this
process.
The Chairman of the Board performs the CEO performance review against annual KPIs. Michael Knaap’s performance was
formally reviewed in August 2024 and recommendations as a result were taken to the Board. The Board oversees and monitors
the KPIs and strategic plan for the Group which also allows the Board to monitor the performance of senior executives outside
the annual review process.
Principle 2 Structure of the Board to be effective and add value
The Constitution of the Company provides that the number of Directors must at any time be no more than ten and no less
than three members. The Monash IVF Group Limited Board currently consists of eight directors, six independent and two non-
independent members. The Board Charter prescribes that the Chair of the Board must be independent and the Board should
consist of individuals who contribute a mix of skills and diverse professional backgrounds. Further information on the Board
members is available in the Directors Report.
Monash IVF Group Limited believes the current Board of eight members adequately allows its members to carry out its
responsibilities without unnecessarily debiasing its effectiveness with an excessive number that can hinder individual
engagement and involvement of Board members. To add efficiency to the Board, two committees are in-place; the
Remuneration and Nomination Committee and the Audit and Risk Committee. The Board Charter prescribes that all committee
members be Independent Directors.
68 | Monash IVF Group
Annual Report 2024 | 69
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Corporate Governance Statement continued
for the year ended 30 June 2024
Corporate Governance Statement continued
for the year ended 30 June 2024
2.3, 2.4 and 2.5 Board Members, Roles and Independence
A summary of the Board members, their roles, independence and appointment dates are as follows:
Director
Position
Independent
Appointment Date
Mr Richard Davis
Independent Chairman
Yes
4 June 2014
Mr Josef Czyzewski
Independent non-executive Director
Yes
4 June 2014
Ms Catherine West
Independent non-executive Director
Yes
8 September 2020
Ms Zita Peach
Independent non-executive Director
Yes
12 October 2016
Mr Neil Broekhuizen
Independent non-executive Director
Yes
4 June 2014
Dr Richard Henshaw
Executive Director
No – Fertility Specialist with
Monash IVF Group Limited
30 April 2014
Mr Michael Knaap
CEO and Managing Director
No – CEO and Managing Director 15 April 2019
The Board Charter outlines that at least half of the Board should be independent directors, one of whom is the Chairman. A
director is deemed to be “independent” if free of any business or other relationship with the Company that could materially
interfere with, or could reasonably be perceived to interfere with, the exercise of unfettered and independent judgement.
The Board has assessed, using the criteria set out in the ASX Corporate Governance Principles and Recommendation, the
independence of non-executive Directors in light of their interests and relationships, and considers at least half to be
independent. The independence status and length of service of each Director is outlined in the table above. The percentage
of Board members considered independent was 75%.
Of the independent Directors, Mr Richard Davis, Mr Josef Czyzewski and Mr Neil Broekhuizen have been Directors of Monash
IVF Group Limited for more than 10 years. Notwithstanding this, the Board is of the opinion that their tenure does not
compromise the independence of any of these Directors because, in the exercise of their duties, they demonstrate
independent judgement and objective assessment of matters before the Board and their tenure has not resulted in any change
in behaviour which would bring their independence into question. In addition, the Board notes that the appointment of Ms
Catherine Aston earlier this year in February 2024 and the appointment of Ms Catherine West in September 2020 as
independent non-executive Directors have brought further independent judgement to Board deliberations and strengthened
the skills, knowledge and experience of the Board.
Mr Richard Davis was appointed Monash IVF Group Limited Chairman in June 2014. He is a non-executive Independent
Director. Mr Davis, in his role as Chair, provides leadership to the Board and advice and support to the CEO. The Chair of the
Board is responsible for overseeing Board dynamics and ensuring all directors contribute effectively and constructively to
Group meetings and strategic agendas.
2.6 Director Induction and Professional Development
Monash IVF Group Limited has a comprehensive induction process for Directors and senior executives. This induction
includes meetings with senior management and staff to gain an understanding of the core business, strategy, financial,
operational and risk management matters and factors relevant to the sectors and environments in which the Company
operates as well as visits to laboratories and clinics to gain a more in depth understanding of the business.
The Chairman periodically reviews whether there is a need for Directors to undertake professional development to maintain
the skills and knowledge needed to perform their role as Directors effectively. Directors are active in undertaking professional
development opportunities for the purpose of development and maintenance of their skills. The Board and its Committees are
provided with updates and information from both management and external experts on various topics relevant to the
Company’s circumstances, including emerging business and governance issues relevant to the Company and material
developments in laws and regulations. The Board and individual Directors attend at operational sites, meet staff in operations
and receive presentations from management across the Group’s operations. Board members have been continuously
informed via research papers and presentations, financial and business results and discussion involving market strategic
initiatives contributing to the continued professional development of the Board.
Principle 3 Instil a culture of acting lawfully, ethically and responsibly
3.1 Organisational values
The Board and senior executives are firmly committed to ensuring that all employees observe high standards of lawful,
ethical behaviour and conduct. Setting the cultural tone for the organisation, Monash IVF Group's core values are as follows:
70 | Monash IVF Group
Annual Report 2024 | 71
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Corporate Governance Statement continued
for the year ended 30 June 2024
Corporate Governance Statement continued
for the year ended 30 June 2024
Monash IVF Group’s performance review process requires assessment of the extent to which personnel have demonstrated
behaviour consistent with these values. The values also form the foundation for the monthly and annual employee CUDOS
Awards, recognising and celebrating outstanding employee behaviour in line with these values.
The principles are provided with sufficient guidance to enable personnel to make decisions consistent with the Board’s risk
appetite and core values.
3.2 Code of Conduct and whistleblower program
Monash IVF Group Limited recognises the need to observe the highest standards of corporate practice, business conduct and
responsible decision making. Accordingly, the Board adheres to a formal Code of Conduct (Code) which outlines Monash IVF
Group Limited’s policies on various matters including ethical conduct, business and personal conduct, compliance, privacy,
security of information, financial integrity and conflicts of interest. This Code clearly states the standard of responsibility and
ethical conduct expected of staff, Directors or doctors engaged by the Company. The Code recognises the numerous
legislative and compliance matters that affect the business.
The Code promotes ethical and responsible decision making by Directors, contractors and employees. The Code also gives
direction in the avoidance of conflicts of interest and mandates high standards of personal integrity, objectivity and honesty in
the dealings of all Monash IVF Group Limited Board members and staff, detailing guidelines to ensure the highest standards
are maintained. Monash IVF Group holds all staff to act according to this Code to maintain standards in confidentiality and
general behaviour. The Code is provided to all staff as part of the Group induction process and compliance is reviewed
regularly. The Board or Audit and Risk Management Committee are informed of any material breaches of the entity’s Code.
3.3 Whistleblower Policy
The Company has a Whistleblower Policy which has been communicated to all Company personnel and published on the
Company’s website.
The Whistleblower Policy promotes and supports the reporting of matters of concern and suspected wrongdoing, such as
dishonest or fraudulent conduct, breaches of legislation and other conduct that may cause financial loss or be otherwise
detrimental to its reputation or interests. The Policy sets out the approach to disclosure, investigation and reporting and
outlines the protection to be afforded to those who report such conduct against reprisals, discrimination, harassment or other
disadvantage resulting from their reports. All disclosures received under the Whistleblower Policy are reported to the Audit
and Risk Management Committee with details of investigations completed.
Monash IVF Group Limited Code of Conduct policy and Whistle Blower policy can be found in full on our website under
Corporate Governance | Monash IVF Group.
3.4 Anti-Bribery and Corruption Policy
The Company has an Anti-Bribery and Corruption Policy which has been communicated to all Company personnel and
published on the Company’s website.
The Anti-Bribery and Corruption Policy describes the standards of ethical conduct and behaviour required of all Individuals
within the Monash IVF Group, noting that all representatives must act within the law and not engage in corrupt practices or
acts of bribery that expose Monash IVF Group, its employees and clinical partners to the risks of prosecution, fines and
imprisonment, as well as endangering Monash IVF Group’s reputation. Where these standards are not met, then appropriate
disciplinary action may be taken. Monash IVF Group will apply a zero-tolerance approach to acts of bribery and/or corruption
by any Individual or third-party representative. The Board or Audit and Risk Management Committee are informed of any
material breaches of the entity’s Anti-Bribery and Corruption Policy.
Monash IVF Group Limited Anti-Bribery and Corruption Policy can be found in full on our website under Corporate Governance
| Monash IVF Group.
72 | Monash IVF Group
Annual Report 2024 | 73
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Corporate Governance Statement continued
for the year ended 30 June 2024
Principle 4 Safeguard integrity in corporate reporting
4.1 Audit and Risk Management Committee
The Audit and Risk Management Committee for Monash IVF Group Limited is responsible for supervising the process of
corporate governance, financial reporting and risk management, internal control, continuous disclosure, non-financial risk
monitoring and external audit. The Committee’s role, as outlined in the Audit and Risk Management Committee Charter, is to
monitor the Group’s compliance with laws and regulations and adherence to the Group Code of Conduct and to promote
discussion with regard to risk between Board, management and the external auditor.
Monash IVF Group Limited engages the services of an external auditor, who’s independence and performance is monitored
and reviewed by the Audit and Risk Management Committee. The external auditor and Audit and Risk Management
Committee and Audit Chair met on a number of occasions independently of Management.
The Audit and Risk Management Committee consists of four non-executive Independent Directors with experience and
qualifications in financial management as outlined in the Audit and Risk Management Committee Charter. Current members
of the Committee are:
●
Mr Josef Czyzewski (Chair)
●
Mr Richard Davis
●
Mr Neil Broekhuizen
●
Ms Catherine Aston
The Committee met five times during the year.
Details of the Committee members’ experience and technical expertise are set out in the directors’ biographies which can be
viewed on the Board of Directors pages in the latest Annual Report. The Audit and Risk Management Committee Charter is
available on the Monash IVF Group Limited website at Corporate Governance | Monash IVF Group.
4.2 Financial Statement Approval
Monash IVF Group Limited CEO and Managing Director, Mr Michael Knaap, and CFO and Company Secretary, Mr Malik
Jainudeen, reviewed and verified that the half year and full year reporting statements as listed in reports to the ASX and
shareholders are true and accurate. A declaration to that effect has been signed by both to declare that the financial records
have been entered and maintained as per the Corporations Act (2001), Australian accounting standards, and they give a fair
and true view of the financial position and performance of Monash IVF Group Limited. Further a detailed questionnaire is
completed by senior operational, administrative and financial management attesting to the validity and integrity of the
processes that they control prior to the approval of the financial statements. These questionnaires are reviewed by the Audit
and Risk Management Committee.
4.3 Process for verifying Periodic Corporate Reports
Monash IVF Group Limited is committed to providing security holders and other external stakeholders with timely, consistent
and transparent corporate reporting. The process which is followed to verify the integrity of periodic corporate reports is tailored
based on the nature of the relevant report, its subject matter and where it will be published. Monash IVF Group Limited seeks
to adhere to the following general principles with respect to the preparation and verification of its corporate reporting:
●
periodic corporate reports prepared by, or under the oversight of, the relevant subject matter expert for the area being
reported on;
●
the relevant report is in compliance with any applicable legislation or regulations;
●
the relevant report reviewed (including any underlying data), with regard to ensuring it is not inaccurate, false, misleading
or deceptive; and
●
where required by law or by Monash IVF Group policy, relevant reports authorised for release by the appropriate approver
required under that law or policy.
Consistent with these principles, the non-audited sections of the Financial Report and Corporate Governance Statement for
the reporting period were prepared by the relevant subject matter experts and reviewed and verified by relevant senior
executives and senior managers prior to Board approval. ASX announcements (other than administrative announcements)
during the reporting period were also reviewed and approved in accordance with the Continuous Disclosure Policy, which
includes review by the Board, CEO and CFO prior to publication.
Corporate Governance Statement continued
for the year ended 30 June 2024
Principle 5 Make timely and balanced disclosure
5.1 Continuous Disclosure
Monash IVF Group Limited is committed to effective communication with its investors and the wider community. The Company
strives to ensure that all Stakeholders, market participants, patients and the wider community are informed in a timely manner
of its activities and performance in line with its Continuous Disclosure Policy.
This policy complies with the continuous disclosure obligations under the Corporation Act (2001) and the ASX Listing Rules
and as much as possible seeks to achieve and exceed best practice to promote investor confidence in Monash IVF Group
Limited.
Continuous disclosure principles and requirements are well understood by the Monash IVF Group Limited Company Secretary
and the Board of Directors and are in place to ensure all relevant information, especially of a sensitive nature, is made available
in a timely manner. Any matters requiring disclosure are raised for consideration whenever necessary. The Monash IVF Group
Limited website is structured to provide shareholders and the community with easy access to information.
5.2 and 5.3 Material market announcements and presentations
The Company Secretary ensures that the Board receives copies of all material market announcements promptly after they
have been made and ensures that any new investor or analyst presentation is released on the ASX before the presentation
is given. The Continuous Disclosure Policy can be found on the Monash IVF Group website at Corporate Governance |
Monash IVF Group.
Principle 6 Respect the rights of security holders
6.1 Communication with Shareholders
Monash IVF Group Limited ensures shareholders are fully informed of its governance processes and are notified of any major
developments affecting the Group. In line with the Monash IVF Group Limited Communication Policy, the Company's website
is considered to be the primary means to provide information to all stakeholders. It has been designed to enable information
to be accessed in a clear and readily accessible manner including:
●
Company information including Board members;
●
a ‘Corporate Governance’ landing page with documents including the Company's Codes, Policies and Charters;
●
all announcements and releases to the ASX;
●
copies of presentations to shareholders, institutional investors, brokers and analysts;
●
any media or other releases;
●
all notices of meetings and explanatory material;
●
annual and half yearly reports;
●
any other relevant information concerning non-confidential activities of the Company including business developments.
The Company website can be found at www.monashivfgroup.com.au where information can be clearly located under heading:
●
Home – homepage with Company history and overview
●
About – information on Our People, Collaborations and Career Opportunities
●
Our Business – information on brands and operating locations
●
Innovations in Research – lists current and published research and our scientific firsts
●
Investor Centre
6.2 Investor Relations
In addition to the Company website, there is a dedicated Investor Relations page found at Corporate Governance | Monash
IVF Group which provides investors and shareholders with information on Monash IVF Group Limited Board members,
Announcements, Corporate Governance documents, results presentations and webcasts. The Investor Centre also acts as a
portal for two-way communication between the Company and investors with links to a ‘Contact Us’ page which allows
individuals to email enquiries and also provides a postal address and contact number to allow access to the Company. The
Communication Policy can be located at Corporate Governance | Monash IVF Group.
74 | Monash IVF Group
Annual Report 2024 | 75
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Corporate Governance Statement continued
for the year ended 30 June 2024
6.3 and 6.4 Attendance at Company meetings
As cited in the Monash IVF Group Limited Communications Policy, the Company encourages full participation of Shareholders
at the Annual General Meeting which provides an excellent opportunity for the Company to provide information to its
shareholders and to receive Shareholder feedback.
The next Annual General Meeting is planned to be held on Wednesday 27 November 2024.
In the event Shareholders are not able to attend the meetings, questions can be directed to the Group for addressing at the
Annual General Meeting and the presentations and webcasts are promptly added to the website. These can be found at
Presentations and Webcasts | Monash IVF Group.
All resolutions put to the Annual General Meeting will be decided by way of a poll. Shareholders are also able to direct any
questions via the Group’s share registry provider, Link Market Services.
6.5 Electronic Communication
The Company recognises that electronic communication is often a more efficient and more desired form of communication.
Monash IVF Group Limited Communications Policy addresses this and accordingly shareholders are given the option to
communicate with the Company share registry electronically.
The Company's email system allows staff and stakeholders to communicate with ease with management and staff of the
Company. Doctors, employees and other stakeholders have access to this system and are encouraged to use it to improve
the flow of information and communication generally.
The Monash IVF Group Limited Communications Policy can be located at Corporate Governance | Monash IVF Group.
Principle 7 Recognise and Manage Risk
The Monash IVF Group Limited Board, primarily through the Audit and Risk Management Committee, reviews and manages
risk areas for the Group. Refer to section 4.1 for further information.
7.1 Audit and Risk Management Committee
The identification and appropriate management of risks is an important priority for the Monash IVF Group Limited Board.
‘Risks’ are identified as any possible outcomes that could materially impact the Company's financial performance, assets,
reputation, people or the environment.
Risk recognition and management are viewed by the Company as integral to its objectives of creating and maintaining
shareholder value, and to the successful execution of the Company's strategies. The Audit and Risk Management Committee
oversees and governs risk management strategy and policy, to monitor risk management and to establish procedures which
seek to provide assurance that major business risks are identified, consistently assessed and appropriately addressed.
The Committee abides by the Audit and Risk Management Committee Charter to assist the Board in fulfilling its corporate
governance and oversight responsibilities in actively identifying risks and developing appropriate mitigating actions. The
Committee adheres to the Risk Management Policy for the business which highlights the risks relevant to Company operations
and oversees that the entity is operating with due regard to the risk appetite set by the Board.
Monash IVF Group Limited’s Audit and Risk Management Committee Charter can be found on the website at Corporate
Governance | Monash IVF Group.
This Charter prescribes that the Audit and Risk Management Committee consist of at least three Board Directors that are non-
executive independent Directors.
7.2 Risk Management
Monash IVF Group provides a framework for risk management which supports the achievement of our strategic and
operational objectives. We are committed to maintaining an organisational philosophy and culture which ensures that effective
risk management is integrated into day to day activities.
Corporate Governance Statement continued
for the year ended 30 June 2024
The Group maintains a Risk Register that documents all identified risks, lists appropriate preventative actions to mitigate risks,
reviews process of risk reduction and nominates responsible persons who take ownership of the risk strategy process. The
Risk Register is reviewed by the Risk Owners, Leadership teams and Executive Team help determine whether risks are still
current, controls are effective and identify any emerging risks, which are then flagged to the Audit and Risk Management
Committee. A review of risk management is undertaken annually.
Specialist software used to record adverse events and feedback ensures that exposures to risk are continually monitored to
ensure they are adequately understood and managed. This system of reporting also allows for formal monitoring of patient
safety, identification training needs and informs clinical policy decision making.
7.3 Internal Audit
Monash IVF Group Limited does not have a designated Internal Audit Function at present but the Group performs internal
audit activities from a clinical and operational perspective to ensure compliance with various external accreditation
requirements.
The CEO and CFO have key responsibility in ensuring that internal controls are in place, operating effectively and reviewed
for continual improvement. As part of the various accreditation and licencing processes undertaken by the business, key
internal audit functions are undertaken. These audits are then made available to accreditation and licensing bodies. Certain
financial internal controls are tested by KPMG as part of their financial statement audit procedures. The Group believes internal
controls implemented such as segregation of duties, delegation processes, treasury controls and structured approval
processes counter many risks. The Group will continue to assess whether an independent third party internal audit function
or designated in-house internal audit function is required.
7.4 Risk Exposure
Monash IVF Group Limited provides assisted reproductive services in Australia and South East Asia and specialist women’s
imaging services in Australia. The Group is committed to performing services in an open and transparent environment and in
a manner that is honest and ethical. The Group embraces responsibility for corporate actions and encourages a positive
impact on the environment and stakeholders including patients, employees, investors and the community.
Since its early pioneering days in assisted reproductive treatment, resulting in the first IVF pregnancy in 1973, Monash IVF
Group Limited has played an important role in the local communities it serves and society at large. Its focus on evidenced
based fertility care provides the opportunity to commit resources to scientific research, clinical teaching and training. The
Group’s services are offered to all and do not discriminate, including nature and complexities of infertility.
From an ethical and social perspective, Monash IVF Group Limited and its subsidiary companies ensure national regulation
and state legislation drives the standards of care to ensure it protects its patients, donors and any children born as a result of
treatment provided by the Group.
All Monash IVF Group facilities meet the appropriate standards for accreditation including:
●
Assisted reproductive treatment sites in Australia are accredited with the Reproductive Technology Accreditation
Committee (RTAC) and the Group ensures appropriate documentation is held by sites, doctors, nurses and scientists.
This accreditation incorporates components covering ethics and safety in practice and management of adverse events
●
Day surgeries are accredited with National Safety and Quality Health Service (NSQHS) standards which ensure quality
standards are consistent with an exceptional standard of care expected by consumers in health facilities.
●
Diagnostic laboratories are accredited to ISO 15189 and relevant National Pathology Accreditation Advisory Council
(NPAAC) Guidelines.
●
Diagnostic imaging (ultrasound) facilities are accredited with the Department of Health Diagnostic Imaging Accreditation
Scheme (DIAS).
●
The Group’s South East Asian clinics, whilst not legally requiring the same level of regulation, operates to the same
standards having been externally accredited to the international Reproductive Technology Accreditation Committee
(RTAC) standards.
The Group recognises that its staff and doctors are instrumental to the success of the Group. Comprehensive recruitment,
credentialing, induction, training and development programs are designed to attract and retain staff equipped to deliver
outstanding customer care. Staff actively participate in the continual improvement of the Group’s internal policies and
processes and are encouraged to participate in innovation and research.
76 | Monash IVF Group
Annual Report 2024 | 77
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Corporate Governance Statement continued
for the year ended 30 June 2024
The Monash IVF Group Workplace Health and Safety Policy framework covers policies on general safety in the workplace.
Monash IVF Group Limited recognises protecting the environment is a critical issue and a key responsibility of the business
and corporate community. Monash IVF Group is an organisation that is not involved in manufacturing or resource extraction
and hence it considers its environmental footprint to be small.
The Group adopts a philosophy of clinical excellence in an environment of safe and supportive service provision. No material
environmental or social sustainability risks have been identified. The Group adopts the approach of a responsible corporate
citizen with regard to the management of waste and hazardous materials. The Group is not a significant consumer of electricity,
water or gas and accordingly, the opportunities for material reductions in utility consumption are limited.
The Quality Management System in place in each laboratory supports the review and monitoring of quality of product from
suppliers. New consumables undergo a full quality screening process and products are thoroughly evaluated to review where
and how products are manufactured before being used in the laboratories. All products are reviewed formally on an annual
basis to ensure they maintain quality standards and informally on a day to day basis. Currently all Monash IVF Group clinics
use predominantly products from the top two suppliers of laboratory products in Australia in order to maintain consistency in
quality.
Monash IVF Group places the utmost importance on cybersecurity and the potential implications it may have. The Group has
comprehensive security platforms, processes and skilled professionals in place to contain cyberattacks, ensure that attempted
intrusions are blocked and viruses are not spread across the network and systems. Our leading-edge, AI-based threat
detection and response platform is capable of isolating attacks to an endpoint or a small subset of system resources, while
our team is able to investigate and remediate the issue. In addition to threat detection and contention, our infrastructure is
fortified with numerous levels of redundancy and backup strategies to provide a high degree of system availability and data
protection. To maintain and enhance our cybersecurity posture, we regularly engage independent, qualified vendors to review
our cybersecurity maturity and assess our risk exposure, including benchmarking our internal policies against the ACSC
Essential-8 guidelines. Our commitment to cybersecurity is further reflected in the strong culture of awareness we cultivate
through our internal training platforms. These efforts, combined with periodic independent audits, underscore our dedication
to maintaining sophisticated security protocols that protect both our employees' and patients' data against rapidly evolving
threats.
Economic risk continues to be potentially material to Monash IVF Group Limited. Our services in Australia are indirectly funded
to a significant extent by the Australian Federal Government through the Medicare Benefit Schedule and Extended Medicare
Safety Net. Any change to the funding arrangements could lead to a reduction in revenue affecting financial performance and
sustainability of the Group. Market contraction and changes to market dynamics can significantly affect business outcomes
and is a risk for the Group. Market competitiveness has heightened in recent years with the introduction of low cost providers
and greater competition. One area where Monash IVF Group Limited has been integral in leading the industry has been in
advocating for governing bodies to be more transparent in reporting outcomes of treatments to allow patients to be better
informed before commencing treatment. Tightening industry standards on consistency of data gathering, outcome reporting
and transparency of results to the community will lead to improved outcomes for patients and the industry generally.
Principle 8 Remunerate fairly and responsibly
8.1 Remuneration and Nomination Committee
As outlined above under ‘Structure the Board to be effective and to add value’ Monash IVF Group Limited has a combined
Remuneration and Nomination Committee which assists the Board with discharging its responsibilities to Shareholders with
regard to developing and monitoring remuneration policies and practices for Directors, Senior Executives and employees.
The Committee works under the guidance of the Remuneration and Nomination Committee Charter and Remuneration Policy.
All members of the Committee are non-executive independent Directors.
Details of the Committee members’ experience and technical expertise are set out in the directors’ biographies which can be
viewed on the Board of Directors pages in the latest Appendix 4E and/or Annual Report. Details of the number of times the
Committee met throughout the period and individual attendances of the members can be viewed in the Directors Report in
the latest Appendix 4E and/or Annual Report.
Corporate Governance Statement continued
for the year ended 30 June 2024
8.2 Remuneration of executive and Non-Executive Directors
Under the guidance of the Remuneration and Nomination Committee and the Remuneration Policy the Monash IVF Group
Limited Board has established a framework for remuneration that is designed to ensure consistent and reasonable
remuneration policies and practices are observed which optimise the attraction and retention of directors and management
and fairly rewards Directors and senior management for positive performance.
Monash IVF Group Limited remuneration practices for Executive appointments are expanded on in the Remuneration Report.
The Monash IVF Group Limited Remuneration Policy can be found on the Group website at Corporate Governance | Monash
IVF Group.
8.3 Equity Based remuneration
The Board may award incentive payments to the CEO, CFO and Senior Executives in the form of equity. The Corporations
Act 2001 prohibits key management personnel (or closely-related parties) of an ASX-listed Australian company from entering
into an arrangement that would limit their exposure to an element of their remuneration subject to a holding lock. Equity-based
awards are made on the condition that Corporations Act 2001 requirements are complied with.
Directors and officers cannot buy and sell securities when in possession of price sensitive information and during at minimum
the certain periods, referred to as Prohibited Periods which include the period from the end of the Company’s financial year
(30 June) until the announcement of the Company’s full year results to the ASX and the period from the end of the Company’s
half year (31 December) until the announcement of the Company’s half year results to the ASX.
Approval from the Chair is required prior to any transacting in shares contemplated by Directors and the Managing Director,
and approval from the Managing Director for any transacting contemplated by the CFO and Company Secretary.
A copy of the Securities Trading Policy is available on the Company’s website. Directors and senior executives are not
permitted to hedge their exposure to Company securities. Employees, Directors and senior executives are not permitted to
use Company securities as collateral in any financial transaction, including margin loan arrangements.
78 | Monash IVF Group
Annual Report 2024 | 79
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
for the year ended 30 June 2024
Consolidated
Note
2024
2023
$'000
$'000
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
Revenue from contracts with customers
4
254,960
213,590
Share of profits of associates accounted for using the equity method
265
206
Expenses
Materials and consumables used
(26,605)
(22,399)
Clinician fees
(46,341)
(38,305)
Employee benefits expense
5
(88,823)
(74,133)
Depreciation and amortisation expense
(18,578)
(15,343)
Marketing and advertising expense
(7,716)
(6,920)
IT and communication expense
(5,238)
(5,891)
Property expense
(7,691)
(5,921)
Professional and other fees
(8,462)
(7,277)
Other expenses
27
(51,115)
(4,489)
Operating profit/(loss)
(5,344)
33,118
Net finance costs
6
(5,312)
(3,279)
(Loss)/profit before income tax benefit/(expense)
(10,656)
29,839
Income tax benefit/(expense)
7
4,707
(7,873)
(Loss)/profit after income tax benefit/(expense) for the year
(5,949)
21,966
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Cash flow hedges, net of tax
(61)
213
Translation of foreign operations
(336)
9
Other comprehensive income for the year, net of tax
(397)
222
Total comprehensive income for the year
(6,346)
22,188
(Loss)/profit for the year is attributable to:
Non-controlling interest
578
127
Owners of Monash IVF Group Limited
(6,527)
21,839
(5,949)
21,966
Total comprehensive income for the year is attributable to:
Non-controlling interest
578
127
Owners of Monash IVF Group Limited
(6,924)
22,061
(6,346)
22,188
Cents
Cents
Basic earnings per share
8
(1.7)
5.6
Diluted earnings per share
8
(1.7)
5.6
Consolidated
Note
2024
2023
$'000
$'000
Assets
Current assets
Cash and cash equivalents
9
11,333
8,005
Trade and other receivables
10
36,270
15,503
Inventories
11
8,178
6,430
Total current assets
55,781
29,938
Non-current assets
Trade and other receivables
10
173
166
Investment accounted for using the equity method
12
1,593
1,277
Derivative financial instruments
13
212
305
Plant and equipment
14
66,020
50,372
Right-of-use assets
15
72,088
59,014
Intangible assets
16
297,325
280,452
Deferred tax asset
7
15,278
370
Total non-current assets
452,689
391,956
Total assets
508,470
421,894
Liabilities
Current liabilities
Trade and other payables
17
80,815
11,951
Contract liabilities
18
12,920
9,245
Lease liabilities
19
7,990
6,332
Income tax payable
1,477
1,230
Employee benefits
20
13,108
12,035
Contingent consideration
32
2,511
5,710
Total current liabilities
118,821
46,503
Non-current liabilities
Borrowings
21
59,565
38,866
Lease liabilities
19
67,815
54,841
Derivative financial instruments
13
4,555
-
Employee benefits
20
1,660
1,410
Contingent consideration
32
9,395
5,200
Total non-current liabilities
142,990
100,317
Total liabilities
261,811
146,820
Net assets
246,659
275,074
Equity
Issued capital
22
506,786
506,786
Reserves
23
(142,653)
(136,207)
Accumulated losses
(162,735)
(162,735)
Profits reserve
40,507
65,357
Equity attributable to the owners of Monash IVF Group Limited
241,905
273,201
Non-controlling interest
4,754
1,873
Total equity
246,659
275,074
Consolidated Statement of Financial Position
for the year ended 30 June 2024
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Consolidated Statement of Changes in Equity
for the year ended 30 June 2024
Issued
capital
Reserves
Accumulated
losses
Profits
reserve
Non-
controlling
interest
Total equity
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
506,786
(136,796)
(162,735)
60,662
1,976
269,893
Profit after income tax expense
for the year
-
-
-
21,839
127
21,966
Other comprehensive income for
the year, net of tax
-
222
-
-
-
222
Total comprehensive income for
the year
-
222
-
21,839
127
22,188
Transactions with owners in
their capacity as owners:
Share-based payments (note
35)
-
367
-
-
-
367
Dividends paid to non-controlling
interests
-
-
-
-
(230)
(230)
Dividends paid (note 24)
-
-
-
(17,144)
-
(17,144)
Balance at 30 June 2023
506,786
(136,207)
(162,735)
65,357
1,873
275,074
Issued
capital
Reserves
Accumulated
losses
Profits
reserve
Non-
controlling
interest
Total equity
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2023
506,786
(136,207)
(162,735)
65,357
1,873
275,074
(Loss)/profit after income tax
benefit for the year
-
-
-
(6,527)
578
(5,949)
Other comprehensive income for
the year, net of tax
-
(397)
-
-
-
(397)
Total comprehensive income for
the year
-
(397)
-
(6,527)
578
(6,346)
Transactions with owners in
their capacity as owners:
Share-based payments (note
35)
-
(1,494)
-
-
-
(1,494)
Capital contributions (note 33)
-
-
-
-
2,520
2,520
Recognition of put option liability
over non-controlling interest
-
(4,555)
-
-
-
(4,555)
Dividends paid to non-controlling
interests
-
-
-
-
(217)
(217)
Dividends paid (note 24)
-
-
-
(18,323)
-
(18,323)
Balance at 30 June 2024
506,786
(142,653)
(162,735)
40,507
4,754
246,659
Consolidated Statement of Cash Flows
for the year ended 30 June 2024
Consolidated
Note
2024
2023
$'000
$'000
Cash flows from operating activities
Receipts from customers (inclusive of GST)
258,083
214,039
Payments to suppliers and employees (inclusive of GST)
(195,728)
(165,497)
Cash generated from operations
62,355
48,542
Income taxes paid
(9,836)
(9,420)
Net cash flows generated from operating activities
36
52,519
39,122
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
(17,128)
(12,719)
Payments for plant and equipment
14
(20,819)
(25,729)
Payments for intangibles
16
(853)
(2,060)
Net cash used in investing activities
(38,800)
(40,508)
Cash flows from financing activities
Proceeds from borrowings
28,500
42,000
Repayment of borrowings
(7,500)
(13,000)
Repayment of lease liabilities
(10,511)
(9,178)
Interest paid on borrowings
(2,557)
(1,170)
Dividends paid
24
(18,323)
(17,144)
Net cash (used in)/from financing activities
(10,391)
1,508
Net increase in cash and cash equivalents
3,328
122
Cash and cash equivalents at the beginning of the financial year
8,005
7,874
Effects of exchange rate changes on cash and cash equivalents
-
9
Cash and cash equivalents at the end of the financial year
9
11,333
8,005
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Notes to the Consolidated Financial Statements
for the year ended 30 June 2024
Note 1. Material accounting policy information
The accounting policies that are material to the Group are set out either in the respective notes or below. The accounting
policies adopted are consistent with those of the previous financial year, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting
Standards does not have any material impact for the Group.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The following Accounting Standards and Interpretations have been adopted from 1 July 2023:
AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of
Accounting Estimates
AASB 2021-2 was issued in March 2021 and is applicable to annual periods beginning on or after 1 January 2023.
This standard amends AASB Standards to improve accounting policy disclosures so that they provide more useful information
to investors and users of the financial statements and clarifies the distinction between accounting policies and accounting
estimates. Specifically, AASB 2021-2 amends:
●
AASB 7 Financial Instruments: Disclosures, to clarify that information about measurement bases for financial instruments
is expected to be material to an entity’s financial statements;
●
AASB 101 Presentation of Financial Statements, to require entities to disclose their material accounting policy information
rather than their significant accounting policies;
●
AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors, to clarify how entities should distinguish
changes in accounting policies and changes in accounting estimates;
●
AASB 134 Interim Financial Reporting, to identify material accounting policy information as a component of a complete
set of financial statements;
●
AASB Practice Statement 2 Making Materiality Judgements, to provide non-mandatory guidance on how to apply the
concept of materiality to accounting policy disclosures.
AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from
a Single Transaction
AASB 2021-5 was issued in June 2021 and is applicable to annual periods beginning on or after 1 January 2023.
The standard amends AASB 112 to clarify that the initial recognition exemption from the requirement to recognise deferred
tax does not apply to transactions for which entities recognise both an asset and a liability and that give rise to equal taxable
and deductible temporary differences. Such transactions include leases and decommissioning, restoration and similar
obligations. For lease accounting, the implication is that where the entity has adopted an accounting policy that attributes the
tax deduction as being directly related to the repayment of the lease liability, a deferred tax asset will arise on initial recognition
of the lease liability, and a deferred tax liability will be recognised on initial recognition of the related component of the lease
asset’s cost. Alternatively, where the entity attributes the tax deduction as being related to the consumption of the right-of-use
asset, the deferred tax liability and deferred tax asset are both attributable to the recognition of the right-of-use asset and will
net off resulting in no deferred tax recognised. The amendments to AASB 1 require deferred tax related to such transactions
to be recognised by first-time adopters at the date of transaction to AASBs.
AASB 2023-2 Amendments to Australian Accounting Standards – International Tax Reform – Pillar Two Model Rules
AASB 2023-2 was issued in June 2023 and is applicable for annual reporting periods beginning on or after 1 January 2023
that end on or after 30 June 2023.
This standard amends AASB 112 ‘Income Taxes’ to introduce a mandatory temporary exception to accounting for deferred
taxes arising from the implementation of the Pillar Two model rules published by the Organisation for Economic Co-operation
and Development (OECD). The amendments also require targeted disclosures to help financial statement users better
understand an entity’s exposure to income taxes arising from the reform, particularly in periods before legislation implementing
the rules is in effect. As at the date of approval of these financial statements, the legislation has not been substantively
enacted. Therefore, the Group is unable to determine the potential impact.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Note 1. Material accounting policy information (continued)
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').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for derivative financial instruments
and contingent consideration assumed in a business combination, which have been measured at fair value.
Non-IFRS information
The notes to the financial statements include certain financial measures which are not prescribed by the AASBs, namely the
reference to EBITDA in note 3. Earnings Before Interest, Tax, Depreciation and Amortisation (‘EBITDA') is used to report the
operating segments given the Directors assess this to be one of the core earnings measures for the Group.
Going concern
As at 30 June 2024, the Group has a net current asset deficiency of $63,040,000 (30 June 2023: $16,565,000)
The Directors consider that there are reasonable ground to believe the Group will be able to pay its debts as and when they
are due. The primary driver of the net current asset deficiency is due to the $44.5 million net estimated settlement of the Ni-
PGT Proceedings as per note 27 (net of insurance receivable). If this were to be settled, it is estimated to be funded from
available cash reserves and available committed funding in the Syndicated Debt Facility. Consistent with prior years, the
Group’s approach to invoicing for certain procedures in advance also contributes to the net current deficiency with deferred
revenue amounting to $12.9m at balance date. In addition, forecast operating cash flows and scenarios indicate that cash
generation continues to be sufficient to fund operations considering certain current liabilities such as employee entitlements
and contract liabilities will not be full settled in the short-term to cause a liquidity shortfall. As a result, these Financial
Statements can be prepared on a going concern basis.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary
information about the parent entity is disclosed in note 31.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Monash IVF Group Limited
('Company' or 'parent entity') as at 30 June 2024 and the results of all subsidiaries for the year then ended. Monash IVF Group
Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to
the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and
other comprehensive income, statement of financial position and statement of changes in equity of the Group. Losses incurred
by the Group are attributed to the non-controlling interest in full, even if that results in a deficit balance.
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Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Note 1. Material accounting policy information (continued)
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling
interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the
fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or
loss.
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.
Comparatives
Comparatives have been further disaggregated in the Statement of Cash Flows, Note 3, Note 7, Note 14 and Note 16 to be
consistent with current year presentation. There was no effect on profit, net assets, or equity.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Group for the annual reporting period ended 30 June 2024. The Group's assessment of
the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below.
AASB 18 Presentation and Disclosure in Financial Statements
This standard is applicable to annual reporting periods beginning on or after 1 January 2027, with early adoption permitted.
The standard replaces AASB 101 ‘Presentation of Financial Statements’, although many of the requirements have been
carried forward unchanged and is accompanied by limited amendments to the requirements in AASB 107 ‘Statement of Cash
Flows’. The standard requires income and expenses to be classified into five categories: ‘Operating’ (residual category if
income and expenses are not classified into another category), ‘Investing’, ‘Financing’, ‘Income taxes’ and ‘Discontinued
operations’. The standard introduces two mandatory sub-totals: ‘Operating profit’ and ‘Profit before finance and income
taxes’. There are also new disclosure requirements for ‘management-defined performance measures’, such as earnings
before interest, taxes, depreciation and amortisation (‘EBITDA’) or ‘adjusted profit’. The standard provides enhanced guidance
on how to organise and group information (aggregation and disaggregation) in the financial statements and whether to provide
it in the primary financial statements or in the notes. The Group will adopt this standard from 1 July 2027 and it is expected
that there will be a significantly change to the layout of the statement of profit or loss.
AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-Current and
AASB 2022-6 Amendments to Australian Accounting Standards - Non-current Liabilities with Covenants
AASB 2020-1 was issued in March 2020 and is applicable to annual periods beginning on or after 1 January 2024, as extended
by AASB 2020-6. Early adoption is permitted. AASB 2022-6 was issued in December 2022 and is applicable to annual periods
beginning on or after 1 January 2024. Early adoption is permitted where AASB 2020-1 is also early adopted.
These standards amend AASB 101 ‘Presentation of Financial Statements’ to clarify requirements for the presentation of
liabilities in the statement of financial position as current or non-current. The amendments clarify that a liability is classified as
non-current if an entity has the right at the end of the reporting period to defer settlement of the liability for at least 12 months
after the reporting period. If the deferral right is subject to the entity complying with covenants in the loan arrangement based
on information up to and including reporting date, the deferral right will exist where the entity is able to comply with the covenant
on or before the end of the reporting date even if compliance is assessed after the reporting date. The deferral right will be
deemed to exist at reporting date if the entity is required to comply with the covenant only after the reporting date based on
post-reporting date information. Additional disclosure is required about loan arrangements classified as non-current liabilities
in such circumstances which enables users of financial statements to understand the risk that the liabilities could become
repayable within twelve months after the reporting period. Classification of a liability as non-current is unaffected by the
likelihood that the entity will exercise its right to defer settlement of the liability for at least 12 months after the reporting date
or even if the entity settles the liability prior to issue of the financial statements. The meaning of settlement of a liability is also
clarified. The Group does not expect these amendments to have a material impact.
AASB 2014-10 Sale or contribution of assets between investor and its associate or joint venture
AASB 2014-10 was issued in December 2014 and is applicable for annual reporting periods beginning on or after 1 January
2025 (as extended by AASB 2021-7). Early adoption is permitted.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Note 1. Material accounting policy information (continued)
This standard makes amendments to AASB 10 ‘Consolidated Financial Statements’ and AASB 128 ‘Investments in Associates
and Joint Ventures’ to clarify the extent to which gains or losses are recognised when accounting for sales or contributions of
assets between an investor and its associate or joint venture. The standard requires that a full gain or loss is recognised when
the transaction involves a business whilst a partial gain or loss is recognised when the transaction involves assets that do not
constitute a business. The Group does not expect these amendments to have a material impact.
AASB 2024-2 Amendments to Australian Accounting Standards – Classification and Measurement of Financial Instruments
The AASB has issued AASB 2024-2 to amend AASB 7 Financial Instruments: Disclosures and AASB 9 Financial Instruments.
This Standard amends requirements related to:
●
settling financial liabilities using an electronic payment system; and
●
assessing contractual cash flow characteristics of financial assets with environmental, social and corporate governance
(ESG) and similar features.
This Standard also amends disclosure requirements relating to investments in equity instruments designated at fair value
through other comprehensive income and adds disclosure requirements for financial instruments with contingent features that
do not relate directly to basic lending risks and costs.
AASB 2024-2 applies to annual periods beginning on or after 1 January 2026. Earlier application is permitted. The Group does
not expect these amendments to have a material impact.
Note 2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect
the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation
to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the
related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year are discussed in the respective notes.
Note 3. Operating segments
The Group determines and presents operating segments based on information that internally is provided to and used by the
Chief Executive Officer (CEO), who is the Group’s Chief Operating Decision Maker (CODM). An operating segment is a
component of the Group that engages in business activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group’s other components. The financial results of each
operating segment are regularly reviewed by the Group’s CEO in order to make decisions about resources to be allocated to
the segment and assess its performance, and for which discrete financial information is available.
Segment results that are reported to the CEO include items directly attributable to a segment, as well as those that can be
allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, head office expenses and income tax
assets and liabilities. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and
equipment and intangible assets other than goodwill.
The basis of inter-segmental transfers is market pricing. Results are calculated before consideration of net borrowing costs
and tax expense.
Identification of reportable operating segments
The two geographic segments being Australia and International reflect Monash IVF Group’s reporting structure to the CODM.
Monash IVF Group considers that the two geographic segments are appropriate for segment reporting purposes under AASB
8 Operating Segments. These segments comprise the following operations:
●
Australia IVF and Ultrasound: provider of Assisted Reproductive Services, Ultrasound and other related services.
●
International IVF: provider of Assisted Reproductive Services in South East Asia.
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Note 3. Operating segments (continued)
Operating segment information
Australia IVF
and
Ultrasound
International
IVF
Total
Consolidated - 2024
$'000
$'000
$'000
Revenue
Revenue to external customers
238,582
16,378
254,960
Total revenue
238,582
16,378
254,960
EBITDA (before non-regular items)
59,127
3,679
62,806
Depreciation and amortisation expense
(17,974)
(604)
(18,578)
Net finance costs
(5,341)
29
(5,312)
Acquisition costs
(762)
-
(762)
Commissioning costs
(2,254)
-
(2,254)
Class Action
(46,556)
-
(46,556)
(Loss)/profit before income tax benefit
(13,760)
3,104
(10,656)
Income tax benefit
4,707
Loss after income tax benefit
(5,949)
Assets
Segment assets
493,407
15,063
508,470
Total assets
508,470
Total assets includes:
Acquisition of non-current assets
36,337
5,167
41,504
Liabilities
Segment liabilities
253,948
7,863
261,811
Total liabilities
261,811
Note 3. Operating segments (continued)
Monash IVF
Group
Australia
Monash IVF
Group
International
Total
Consolidated - 2023
$'000
$'000
$'000
Revenue
Revenue to external customers
200,814
12,776
213,590
Total revenue
200,814
12,776
213,590
EBITDA (before non-regular items)
50,529
2,902
53,431
Depreciation and amortisation expense
(14,337)
(1,006)
(15,343)
Net finance costs
(3,252)
(27)
(3,279)
Acquisition costs
(1,879)
-
(1,879)
Commissioning costs
(2,898)
(153)
(3,051)
Fertility Solutions Earn Out
(40)
-
(40)
Profit before income tax expense
28,123
1,716
29,839
Income tax expense
(7,873)
Profit after income tax expense
21,966
Assets
Segment assets
405,783
16,111
421,894
Total assets
421,894
Total assets includes:
Acquisition of non-current assets
48,407
1,345
49,752
Liabilities
Segment liabilities
138,513
8,307
146,820
Total liabilities
146,820
Note 4. Revenue from contract with customers
Disaggregation of revenue is provided in note 3.
Accounting policies:
Revenue recognition
Revenue is recognised when performance obligations have been satisfied, recovery of the consideration is probable and the
amount of revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or
receivable.
Rendering of services
Revenue from rendering of services is recognised on completion of services provided. Revenue is recognised when the
customer has consumed the benefits of the service, whether on completion of a medical procedure, on supply of drugs, or on
completion of analytical tests.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 5. Expenses
Consolidated
2024
2023
$'000
$'000
(Loss)/profit before income tax includes the following specific expenses:
Superannuation expense (included as part of employee benefits expense)
Defined contribution superannuation expense
7,450
5,782
Share-based payments expense (included as part of employee benefits expense)
Share-based payments expense
405
367
Accounting policies:
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Note 6. Net finance costs
Consolidated
2024
2023
$'000
$'000
Finance income
Interest revenue calculated using the effective interest method
(56)
(25)
Finance costs
Interest and finance charges paid/payable on borrowings
2,470
1,036
Amortisation of borrowing costs(1)
388
195
Interest and finance charges paid/payable on lease liabilities
2,510
2,073
Total finance costs
5,368
3,304
Net finance costs
5,312
3,279
(1)
Includes interest and amortisation of ancillary costs incurred in connection with the arrangement of borrowings.
Accounting policies:
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the
period in which they are incurred.
Note 7. Income tax
Consolidated
2024
2023
$'000
$'000
Income tax (benefit)/expense
Current tax
10,597
9,157
Deferred tax - origination and reversal of temporary differences
(15,049)
(1,362)
Adjustment recognised for prior periods
(255)
78
Aggregate income tax (benefit)/expense
(4,707)
7,873
Deferred tax included in income tax (benefit)/expense comprises:
Increase in deferred tax assets
(24,719)
(1,157)
Increase/(decrease) in deferred tax liabilities
9,670
(205)
Deferred tax - origination and reversal of temporary differences
(15,049)
(1,362)
Numerical reconciliation of income tax (benefit)/expense and tax at the statutory rate
(Loss)/profit before income tax benefit/(expense)
(10,656)
29,839
Tax at the statutory tax rate of 30%
(3,197)
8,952
Tax effect amounts which are deductible in calculating taxable income:
Research and development
(480)
(823)
Sundry items
(608)
(331)
(4,285)
7,798
Adjustment recognised for prior periods
(255)
78
Difference in overseas tax rates
(167)
(3)
Income tax (benefit)/expense
(4,707)
7,873
Consolidated
2024
2023
$'000
$'000
Amounts charged/(credited) directly to equity
Deferred tax assets
169
169
Deferred tax liabilities
(28)
92
141
261
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 7. Income tax (continued)
Consolidated
2024
2023
$'000
$'000
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Employee benefits
4,816
4,214
Lease liabilities
22,741
18,352
Trade and other payables
482
350
Settlement liability
19,749
-
Other
1,772
2,094
Set-off from deferred tax liabilities as per set-off provisions
(34,218)
(24,548)
15,342
462
Amounts recognised in equity:
Set-off from deferred tax liabilities as per set-off provisions
(64)
(92)
Deferred tax asset
15,278
370
Movements:
Opening balance
370
-
Credited to profit or loss
24,719
1,157
Charged to equity
(169)
(169)
Set-off from deferred tax liabilities as per set-off provisions
(9,642)
(618)
Closing balance
15,278
370
Note 7. Income tax (continued)
Consolidated
2024
2023
$'000
$'000
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Property, plant and equipment
866
1,071
Intangible assets
5,733
5,733
Right-of-use assets
21,662
17,744
Insurance receivable
5,957
-
Set-off against deferred tax assets as per set-off provisions
(34,218)
(24,548)
-
-
Amounts recognised in equity:
Derivative financial instruments
64
92
Set-off against deferred tax assets as per set-off provisions
(64)
(92)
-
-
Deferred tax liability
-
-
Movements:
Opening balance
-
731
Charged/(credited) to profit or loss
9,670
(205)
Charged/(credited) to equity
(28)
92
Set-off against deferred tax assets as per set-off provisions
(9,642)
(618)
Closing balance
-
-
Accounting policies:
Tax consolidation
Monash IVF Group Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group
continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate
taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated
group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets)
and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax
consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts
receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the
intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a
contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity.
Key estimate and judgement:
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. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 7. Income tax (continued)
Income taxes
The Group is subject to income taxes in Australia and jurisdictions where it has foreign. 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 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.
Note 8. Earnings per share
Consolidated
2024
2023
$'000
$'000
(Loss)/profit after income tax
(5,949)
21,966
Non-controlling interest
(578)
(127)
(Loss)/profit after income tax attributable to the owners of Monash IVF Group Limited
(6,527)
21,839
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
389,634,840
389,634,840
Adjustments for calculation of diluted earnings per share:(1)
Rights over ordinary shares
-
2,790,483
Weighted average number of ordinary shares used in calculating diluted earnings per share
389,634,840
392,425,323
(1)
The calculation of the weighted average number of shares has been adjusted for the effect of share based rights granted from the date of issue. Refer to note
35 for further details.
Cents
Cents
Basic earnings per share
(1.7)
5.6
Diluted earnings per share
(1.7)
5.6
Note 9. Cash and cash equivalents
Consolidated
2024
2023
$'000
$'000
Current assets
Cash at bank
9,480
6,565
Cash on deposit
1,853
1,440
11,333
8,005
Accounting policies:
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash
and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement
of financial position.
Note 10. Trade and other receivables
Consolidated
2024
2023
$'000
$'000
Current assets
Trade receivables
6,219
5,733
Less: Allowance for expected credit losses
(625)
(625)
5,594
5,108
Other receivables
1,492
2,371
Accrued revenue
1,617
878
Prepayments
5,678
4,978
Insurance receivable (note 27)
19,858
-
GST receivable
2,031
2,168
36,270
15,503
Non-current assets
Other receivables
173
166
36,443
15,669
Allowance for expected credit losses
The Group recognised a loss of $nil (2023: reversal of impairment $221,000) in profit or loss in respect of the expected credit
losses for the year ended 30 June 2024.
Accounting policies:
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Expected credit losses
The Group recognises a loss allowance for expected credit losses on financial assets (including trade receivables) which are
measured at amortised cost. The measurement of the loss allowance depends upon the Group's assessment at the end of
each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition,
based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit
loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a
default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is
determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit
losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
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.
Prepayments
Payments made for the receiving of goods or services rendered in future years are recognised as a prepayment.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 10. Trade and other receivables (continued)
Key estimate and judgement:
Allowance for expected credit losses
The Group calculates the doubtful debts provision under the expected credit loss (ECL) model. The Group assesses credit
losses based on the Group’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and
the economic environment.
Note 11. Inventories
Consolidated
2024
2023
$'000
$'000
Current assets
Consumables - at cost
8,178
6,430
Inventories include medical supplies to be consumed in providing future patient services.
Accounting policies:
Inventories
Consumables are stated at the lower of cost and net realisable value on a 'first in first out' 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. Costs of purchased inventory are determined after deducting
rebates and discounts received or receivable.
Note 12. Investment accounted for using the equity method
Interests in associates are accounted for using the equity method of accounting. Information relating to associates that are
material to the Group are set out below:
Ownership interest
Principal place of business and
2024
2023
Name
principal activity
%
%
Compass Fertility Trust (trading as 'Compass Fertility')
Australia - fertility services
30%
30%
PT Mitra Brayan
Indonesia - fertility services
33%
33%
Accounting policies:
Investment accounted for using the equity method (associate)
Associates are entities over which the Group has significant influence but not control or joint control. Investments in associates
are accounted for using the equity method. Under the equity method, the share of the profits or losses of the associate is
recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income.
Investments in associates are carried in the statement of financial position at cost plus post-acquisition changes in the Group's
share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment
and is neither amortised nor individually tested for impairment. Dividends received or receivable from associates reduce the
carrying amount of the investment.
When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any unsecured
long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on
behalf of the associate.
The Group discontinues the use of the equity method upon the loss of significant influence over the associate and recognises
any retained investment at its fair value. Any difference between the associate's carrying amount, fair value of the retained
investment and proceeds from disposal is recognised in profit or loss.
Note 13. Derivative financial instruments
Consolidated
2024
2023
$'000
$'000
Non-current assets
Interest rate swap contracts - cash flow hedges
212
305
Non-current liabilities
Put option liability over non-controlling interest
(4,555)
-
(4,343)
305
Refer to note 25 for further information on financial risk management and note 26 for further information on fair value
measurement.
In April 2023, the Group entered into an interest rate swap of $15 million which is in a hedging relationship with existing debt.
The swap will mature on 14 April 2026.
The put option liability is over the ordinary shares of the non-controlling interest in Fertility North Holdings Pty Ltd, based on
the present value of the amounts expected to be paid at the time of exercise.
Accounting policies:
Derivative financial instruments
Derivatives are initially recognised at fair value on the date the derivative contract is entered into and are subsequently
remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether
the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
Derivatives are classified as current or non-current depending on the expected period of realisation.
Cash flow hedges
Cash flow hedges are used to cover the Group's exposure to variability in cash flows that is attributable to particular risks
associated with a recognised asset or liability or a firm commitment which could affect profit or loss. The effective portion of
changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as cash flow
hedges is recognised in other comprehensive income and accumulated in the cash flow hedging reserve, limited to the
cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective
portion is recognised immediately in profit or loss, and is included in the ‘other gains and losses’ line item.
Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in
the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item. However, when the
hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses
previously recognised in other comprehensive income and accumulated in equity are removed from equity and included in the
initial measurement of the cost of the non-financial asset or non-financial liability. This transfer does not affect other
comprehensive income. Furthermore, if the Group expects that some or all of the loss accumulated in the cash flow hedging
reserve will not be recovered in the future, that amount is immediately reclassified to profit or loss.
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying
criteria (after rebalancing, if applicable). This includes instances when the hedging instrument expires or is sold, terminated
or exercised. The discontinuation is accounted for prospectively with any gain or loss accumulated in the cash flow hedge
reserve reclassified to profit or loss when the forecast transaction occurs. When a forecast transaction is no longer expected
to occur, the gain or loss accumulated in the cash flow hedge reserve is reclassified immediately to profit or loss.
Put option liability
The put option liability over non‑controlling interest is initially recognised at the present value of the amounts expected to be
paid at the time of exercise with a corresponding entry to other reserves. At each reporting period, the put option liability over
non‑controlling interests is reassessed and any changes in the estimates of the amounts expected to be paid at the time of
exercise are recognised in the consolidated statement of profit or loss and the interest discount is unwound in finance costs.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 13. Derivative financial instruments (continued)
Key estimate and judgement:
Put option liability
The estimates and judgements applied in determining the Group’s put option liability over non‑controlling interest involves a
high degree of complexity, as the amounts expected to be paid may differ from the actual amounts paid at the time that the
option is exercised. The value of the put option liability over non‑controlling interest has been determined as the present value
of management’s best estimate of the amounts expected to be paid at the time of exercise.
In the determination of the amount expected to be paid at the time of exercise, the Group considers the key terms of the
shareholders agreement and the business outlook. The valuations used to determine the carrying amounts of put option
liability is based on forward‑looking key assumptions that are, by nature, uncertain, and include estimations of future
performance, such as EBITDA.
Note 14. Plant and equipment
Consolidated
2024
2023
$'000
$'000
Non-current assets
Leasehold improvements - at cost
6,133
5,957
Less: Accumulated depreciation
(2,962)
(2,491)
3,171
3,466
Plant and equipment - at cost
109,334
84,118
Less: Accumulated depreciation
(57,572)
(49,604)
51,762
34,514
Construction in progress - at cost
11,087
12,392
66,020
50,372
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 and
equipment
Construction
in progress
Total
Consolidated
$'000
$'000
$'000
$'000
Balance at 1 July 2022
3,042
20,531
6,821
30,394
Additions
460
15,865
8,875
25,200
Additions through business combinations (note 32)
-
529
-
529
Transfers in/(out)
428
2,876
(3,304)
-
Disposals
-
(297)
-
(297)
Exchange differences
-
(49)
-
(49)
Depreciation expense
(464)
(4,941)
-
(5,405)
Balance at 30 June 2023
3,466
34,514
12,392
50,372
Additions
177
14,339
6,303
20,819
Additions through business combinations (note 32)
-
1,613
-
1,613
Transfers in/(out)
-
7,495
(7,608)
(113)
Depreciation expense
(472)
(6,199)
-
(6,671)
Balance at 30 June 2024
3,171
51,762
11,087
66,020
Note 14. Plant and equipment (continued)
Capital commitments
Expenditure contracted for but not recognised as liabilities:
2024
2023
$'000
$'000
Capital plant and equipment
432
7,970
Accounting policies:
Plant and equipment
Items of plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self constructed assets includes
the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for
their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and
capitalised borrowing costs. When parts of an item of plant and equipment have different useful lives, they are accounted for
as separate items (major components) of plant and equipment.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment over their
expected useful lives as follows:
Leasehold improvements
over the unexpired period of the lease or the estimated useful
life of the assets, whichever is shorter
Plant and equipment
2-10 years
Construction in progress
not depreciated until ready for use
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Gains and losses on disposal of an item of plant and equipment are determined by comparing the proceeds from disposal
with the carrying amount of plant and equipment and are recognised on a net basis within “other income” in profit or loss. The
cost of replacing part of an item of plant and equipment is recognised in the carrying amount of the item if it is probable that
the future economic benefits embodied with the part will flow to the Group and its cost can be measured reliably. The carrying
amount of the replaced part is derecognised. The costs of the day-to-day servicing of the plant and equipment are recognised
in profit or loss as incurred.
Key estimate and judgement:
Depreciation
Depreciation methods, useful lives and residual values are reviewed at each reporting date. Depreciation is recognised in
profit or loss on a straight line basis over the estimated useful lives of each part of an item of plant and equipment, since this
most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation charges for its plant and equipment. The useful
lives could change significantly as a result of technical innovations or some other event. The depreciation 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.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 15. Right-of-use assets
Consolidated
2024
2023
$'000
$'000
Non-current assets
Buildings
105,977
89,743
Less: Accumulated depreciation
(34,390)
(31,406)
71,587
58,337
Equipment
1,770
1,770
Less: Accumulated depreciation
(1,269)
(1,093)
501
677
72,088
59,014
The Group leases buildings and equipment. The leases typically run for a period of between one to ten years, with an option
to renew the lease after this date. Lease payments are renegotiated at periods to reflect market rentals. The Group has elected
not to recognise right-of-use assets and lease liabilities for short-term and/or low-value assets such as IT and office equipment.
Some leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract
period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The
extension options held are exercisable by the Group and not by the lessors. The Group assesses at lease commencement
date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain
to exercise the options if there is a significant event or significant changes in circumstances within its control.
For AASB 16 Lease disclosures refer to:
●
note 6 for interest on lease liabilities;
●
note 36 for lease liabilities and total cash outflow for leases; and
●
consolidated statement of cash flows for repayment of lease liabilities.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Buildings
Equipment
Total
Consolidated
$'000
$'000
$'000
Balance at 1 July 2022
63,643
1,023
64,666
Additions
13,226
-
13,226
Disposals
(11,404)
-
(11,404)
Depreciation expense
(7,128)
(346)
(7,474)
Balance at 30 June 2023
58,337
677
59,014
Additions
21,383
-
21,383
Additions through business combinations (note 32)
1,745
-
1,745
Disposals
(342)
-
(342)
Depreciation expense
(9,536)
(176)
(9,712)
Balance at 30 June 2024
71,587
501
72,088
Note 15. Right-of-use assets (continued)
Accounting policies:
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life
of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any
remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms
of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as
incurred.
Key estimate and judgement:
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.
Note 16. Intangible assets
Consolidated
2024
2023
$'000
$'000
Non-current assets
Goodwill - at cost
273,351
255,132
Trademarks - at cost
19,850
19,845
Software - at cost
16,997
16,153
Less: Accumulated amortisation
(12,873)
(10,678)
4,124
5,475
297,325
280,452
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 16. Intangible assets (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Goodwill
Trademarks
Software
Total
Consolidated
$'000
$'000
$'000
$'000
Balance at 1 July 2022
233,169
19,845
5,879
258,893
Additions
-
-
2,060
2,060
Additions through business combinations (note 32)
21,963
-
-
21,963
Amortisation expense
-
-
(2,464)
(2,464)
Balance at 30 June 2023
255,132
19,845
5,475
280,452
Additions
-
5
848
853
Additions through business combinations (note 32)
18,219
-
-
18,219
Disposals
-
-
(4)
(4)
Amortisation expense
-
-
(2,195)
(2,195)
Balance at 30 June 2024
273,351
19,850
4,124
297,325
Impairment testing
Goodwill and other indefinite life intangible assets become impaired when their carrying value exceeds their recoverable
amount. Recoverable amount is the greater of fair value less costs to sell or value in use. In determining the recoverable
amount, judgments and assumptions are made in the determination of likely net sale proceeds or in the determination of future
cash flows which support a value in use. Specifically, with respect to future cash flows, judgments are made in respect to the
quantum of those future cash flows and the discount rates (cost of capital and debt) applied to determining the net present
value of these future cash flows.
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. For the purpose
of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that
generates cash inflows of other assets or groups of assets (the ‘cash-generating’ units). The recoverable amount of an asset
or cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment
losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount of the other assets in the CGU
(group of CGUs) on a pro rata basis. An impairment loss is reversed only to the extent that the asset’s carrying amount does
not exceed the carrying amount that would have been determined, net of depreciation and amortisation, if no impairment loss
had been recognised.
Consolidated
2024
2023
Goodwill allocated to:
$'000
$'000
Australia
239,367
221,148
Ultrasound
28,232
28,232
International
5,752
5,752
273,351
255,132
Note 16. Intangible assets (continued)
Consolidated
2024
2023
Trademark allocated to:
$'000
$'000
Australia
19,850
19,845
Impairment testing assumptions
The recoverable amount of a CGU is based on value-in-use calculations. The following key assumptions were utilised for the
impairment testing:
●
The respective discount rate was a pre-tax measure based on the rate of 10 year Government bonds issued by the
Australian and Malaysian Government respectively in the relevant market, adjusted for a risk premium to reflect the
increased risk of investing in equities generally and the systemic risk of the specific CGU. A pretax discount rate of 10.6%
(2023: 11.8%) for the Australian CGU, 11.0% (2023: 11.8%) for the Ultrasound CGU and 12.1% (2023: 15.0%) for the
International CGU was applied in determining the recoverable amount.
●
Cash flow forecasts are based on the Board-approved FY25 budget, projected for four years plus a terminal value. The
FY25 budget reflects management’s best estimate of forecast operating performance having regard to the IVF markets
in Australia and Malaysia and anticipated ultrasound activity.
●
A long-term growth rate into perpetuity of 3% (2023: 3.0%) has been determined based on an assessment of historical
growth rates, expectations of future growth rates and market specific dynamics.
Impact of possible changes in key assumptions
All CGU’s in the Group have been tested for impairment and have met their required hurdle rates to support the current
carrying values. Any reasonable possible change to relevant assumptions and inputs would not result in the recoverable
amount being lower than the carrying amount.
Result of impairment testing
The recoverable amount of all CGU’s are deemed recoverable.
Accounting policies:
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at
the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets
are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently
measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the
derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of
the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected
pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment,
or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Trademarks
Trademarks are reported at historical cost less impairment. Trademarks have an indefinite useful life where there is no expiry
and no foreseeable limit on the period of time over which these assets are expected to contribute to the cash flows of the
Group. Similar to goodwill, these are tested for impairment annually.
Software
Software has a finite useful life and is carried at cost less accumulated amortisation and impairment losses. The cost of system
development, including purchased software, is capitalised and amortised over the estimated useful life, being three to ten
years. Amortisation methods, useful lives and residual values are reviewed at each financial year end and adjusted if
appropriate.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 16. Intangible assets (continued)
Software-as-a-Service (SaaS) arrangements
SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s application software
over the contract period. As such, the Group does not receive a software intangible asset at the contract commencement
date.
The following outlines the accounting treatment of costs incurred in relation to SaaS arrangements:
●
costs recognised as an operating expense over the term of the service contract include fees for use of application
software and customisation costs;
●
costs recognised as an operating expense as the service is received include configuration costs, data conversion and
migration costs, testing costs and training costs;
●
costs incurred for the development of software code that enhance, modify or create additional capability to an existing
premise system, and meets the definition of and recognition criteria for an intangible asset are recognised as intangible
software assets.
Key estimate and judgement:
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each
reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an
impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or
value-in-use calculations, which incorporate a number of key estimates and assumptions.
Goodwill and other indefinite life intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill
and other indefinite life intangible assets have suffered any impairment, in accordance with the above accounting policy for
intangible assets. The recoverable amounts of cash-generating units have been determined based on value-in-use
calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost
of capital and growth rates of the estimated future cash flows.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related amortisation charges for its finite life intangible assets. The useful
lives could change significantly as a result of technical innovations or some other event. The 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.
Note 17. Trade and other payables
Consolidated
2024
2023
$'000
$'000
Current liabilities
Trade payables
3,075
1,855
Accrued expenses
13,340
10,096
Settlement liability (note 27)
64,400
-
80,815
11,951
Accounting policies:
Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The
amounts are unsecured and are paid in accordance with vendor terms.
Note 18. Contract liabilities
Consolidated
2024
2023
$'000
$'000
Current liabilities
Deferred revenue
12,920
9,245
Accounting policies:
Contract liabilities
Contract liabilities represent the Group's obligation to perform fertility treatments 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.
Note 19. Lease liabilities
Refer to note 25 for further information on financial risk management.
Accounting policies:
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments
less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid
under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to
occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are
expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if
there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee;
lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is
made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written
down.
Note 20. Employee benefits
Consolidated
2024
2023
$'000
$'000
Current liabilities
Annual leave
7,265
6,205
Long service leave
5,843
5,830
13,108
12,035
Non-current liabilities
Long service leave
1,660
1,410
14,768
13,445
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 20. Employee benefits (continued)
Accounting policies:
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave, long service leave and any other employee
benefits expected to be settled wholly within twelve months of the reporting date are measured at the amounts expected to
be paid when the liabilities are settled.
Long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within twelve months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and
periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate
bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Note 21. Borrowings
Consolidated
2024
2023
$'000
$'000
Non-current liabilities
Bank loans
60,000
39,000
Capitalised finance facility fees
(435)
(134)
59,565
38,866
Assets pledged as security
The banking facilities are secured via a first ranking security over substantially all of the Group’s entities. The Group is subject
to certain financial undertakings under the banking facilities. As at 30 June 2024, the Group is compliant with its financial
undertakings.
Note 21. Borrowings (continued)
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Consolidated
2024
2023
$'000
$'000
Total facilities
Bank loans - Syndicated debt facility A
90,000
40,000
Bank loans - Syndicated debt facility B*
-
10,000
ANZ - Working capital facility
1,253
10,000
NAB - Working capital facility (bank guarantees)**
10,000
30,000
Other - Accordion facility
-
30,000
101,253
120,000
Used at the reporting date
Bank loans - Syndicated debt facility A
60,000
32,000
Bank loans - Syndicated debt facility B*
-
7,000
ANZ - Working capital facility
871
3,637
NAB - Working capital facility (bank guarantees)**
5,133
-
Other - Accordion facility
-
-
66,004
42,637
Unused at the reporting date
Bank loans - Syndicated debt facility A
30,000
8,000
Bank loans - Syndicated debt facility B*
-
3,000
ANZ - Working capital facility
382
6,363
NAB - Working capital facility (bank guarantees)**
4,867
30,000
Other - Accordion facility
-
30,000
35,249
77,363
*
Syndicated debt facility B is no longer available as it has been consolidated as part of debt facility A.
**
The NAB working capital facility is used for lease bank guarantees which is off-balance sheet.
On 20 February 2024, the Group extended the maturity profile of its Syndicated Debt Facility and Working Capital Facility to
February 2027. The Syndicated Debt Facility has been increased from $50m to $90m.
Accounting policies:
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are
subsequently measured at amortised cost using the effective interest method.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 22. Issued capital
Consolidated
2024
2023
2024
2023
Shares
Shares
$'000
$'000
Ordinary shares - fully paid
389,634,840
389,634,840
506,786
506,786
Accounting policies:
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders
should the Company be wound up, in proportions that consider both the number of shares held and the extent to which those
shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of
authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Capital management
The Group’s policy is to maintain a strong capital base so as to maintain investor and market confidence and to sustain future
growth of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.
The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of
borrowings and the advantages and security afforded by a sound capital structure. In order to maintain an optimal capital
structure, the Group may amend the amount of dividends declared and paid, return capital to shareholders or increase
borrowings or equity to fund growth and future acquisitions.
Escrow arrangements
The following ordinary shareholders have entered into voluntary escrow arrangements in relation to certain ordinary shares
they hold in Monash IVF Group Ltd. An ‘escrow’ is a restriction on sale, disposal, or encumbering of, or certain other dealings
in respect of, the shares concerned for the period of the escrow, subject to exceptions set out in the escrow arrangement.
30 June 2024
30 June 2023
Number of
shares subject
to escrow (m)
Escrowed
shares (as a %
of shares on
issue
Number of
shares subject
to escrow (m)
Escrowed
shares (as a %
of shares on
issue
Doctors (1)
10.70
2.7%
12.20
3.1%
Sydney Ultrasound for Women
0.70
0.2%
1.20
0.3%
Total
11.40
13.40
(1)
2024 includes 0.5 million shares subject to escrow held by Richard Henshaw (Executive Director) (2023:1.0 million shares)
The escrow applied to a pre-IPO Doctor was calculated by reference to the aggregate value of that person’s pre-reorganisation
equity interests in Healthbridge Enterprises Pty Ltd as follows:
●
Shares equivalent to 10% of a Doctor’s interest prior to the reorganisation were held in short-term escrow, with 3.33%
released each year from escrow on the first trading day in Shares following the Company’s FY15, FY16 and FY17
financial results announcements to the ASX. This concluded the release of the pre-IPO doctor short-term escrow.
Shares held in long-term escrow are subject to the following conditions:
Note 22. Issued capital (continued)
1. Shares equivalent to 20% of a Doctor’s interest prior to the reorganisation will be released when the Doctor reaches the
age of 63. These shares may be otherwise released from escrow in the following circumstances:
●
for Doctors who were aged 63 or older at the time of reorganisation or who turned 63 within two years of Completion,
these shares can be released from escrow from June 2016; or
●
where a Doctor becomes a ‘relocated leaver’ (as described below), these Shares can be released from escrow five
years after the date that they become a ‘relocated leaver’; or
●
where a Doctor dies or leaves the Group as a result of becoming permanently disabled or seriously disabled, these
shares can be released from escrow on the date of the relevant occurrence (as resolved by the Board acting
reasonably); or
●
if the Board determines to release the shares from escrow earlier.
2. Shares equivalent to 20% of a Doctor’s interest prior to reorganisation can be released from escrow:
●
on retirement by the Doctor from the ARS industry (provided a Doctor must have used their best endeavours to
transition their practice to another Doctor to the satisfaction of the Board); or
●
if the Doctor becomes a ‘good leaver’ or a ‘relocated leaver’ (as described below); or
●
five years after the Doctor leaves Monash IVF Group in other circumstances.
Doctors will be able to sell any non-escrowed Shares at any time, subject to complying with insider trading restrictions and
the Group’s Securities Trading Policy.
The escrow arrangements describe the circumstances in which a Doctor is a ‘good leaver’ or a ‘relocated leaver’ in the
following manner:
(a) A Doctor is a ‘good leaver’ where:
●
they leave the Group as a result of death, serious disability or permanent incapacity through ill health (as determined
by the Group’s Board, acting reasonably); or
●
they or the Group terminates the Doctor’s contract in specific circumstances; or
●
the Board determines, in its discretion, that the Doctor is a ‘good leaver’.
(b) A Doctor is a ‘relocated leaver’ if they terminate their contract and the Board is satisfied that:
●
the Doctor genuinely intends to relocate permanently to a place which is more than 100 km from any clinic operated by
the Group or any of its subsidiaries; and
●
the Doctor also intends to provide Assisted Reproductive Services in the place the Doctor is relocating to; and
●
the Doctor has used their best endeavours to transition their practice to another Doctor at the Group
All shares issued to the vendors of SUFW are escrowed such that 53.3% of the shares issued were escrowed until the first
trading day after the release of the FY16 results. 3.3% were escrowed until the first trading day after the release of the FY17
results and 3.3% are escrowed until the first trading day after the release of the FY18 results. The remaining 40.1% is subject
to escrow and is consistent with the Doctors above in points 1 and 2. Doctors will be able to sell any non-escrowed Shares at
any time, subject to complying with insider trading restrictions and the Group’s Securities Trading Policy. The escrow
arrangements describing the circumstances in which a SUFW Doctor is a ‘good leaver’ or a ‘relocated leaver’ is the same as
described above.
Note 23. Reserves
Included as part of the Reserves balance are the following:
Foreign currency translation reserve
The foreign currency translation reserve, with a debit balance of $451,683 as at 30 June 2024, is used to recognise exchange
differences arising from the translation of the financial statements of foreign operations to Australian dollars (30 June 2023:
$115,513 debit balance).
Hedging reserve - cash flow hedges
The hedge reserve, with a balance of $148,400 as at 30 June 2024, is used to recognise the effective portion of the gain or
loss of cash flow hedge instruments that is determined to be an effective hedge (30 June 2023: $213,500).
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 23. Reserves (continued)
Share-based payments reserve
The share-based payments reserve is used to recognise the value of equity benefits provided to employees and Directors as
part of their remuneration, and other parties as part of their compensation for services.
Other equity reserve
The other equity reserve, with a debit balance of $136,811,000 as at 30 June 2024, represents the difference between the
issued capital in Healthbridge Enterprises Pty Ltd and Monash IVF Group Ltd on 26 June 2014, being the date Monash IVF
Group Ltd acquired Healthbridge Enterprises Pty Ltd (30 June 2023: $136,811,000 debit balance).
Put option liability reserve
The put option liability reserve, with a debit balance of $4,555,000 as at 30 June 2024 arises on recognition of put option
liabilities over non‑controlling interests (30 June 2023: $nil). Subsequent to initial recognition, the put option liabilities are
measured at the present value of the amounts expected to be paid at the time of exercise, with any changes recognised in
profit or loss.
Note 24. Dividends
Dividends
Dividends paid during the financial year were as follows:
Consolidated
2024
2023
$'000
$'000
Fully franked final dividend for the year ended 30 June 2023 (2023: 30 June 2022) of 2.2
cents (2022: 2.2 cents) per ordinary share
8,572
8,572
Fully franked interim dividend for the year ended 30 June 2024 (2023: 30 June 2023) of 2.5
cents (2023: 2.2 cents) per ordinary share
9,751
8,572
Paid in cash (note 36)
18,323
17,144
Monash IVF Group’s dividend policy is to target a payout ratio of between 60% and 70% of Statutory NPAT. The level of
payout ratio is expected to vary between periods depending on general operating conditions, operating cashflow and profit,
funding, strategic growth opportunities and availability of franking credits.
Subsequent to 30 June 2024, the Board declared a fully franked 2024 final dividend of 2.5 cents per share. The aggregate
amount of the proposed dividend expected to be paid out of retained profits at 30 June 2024, but not recognised as a liability
at year end is $9,740,871.
Franking credits
Consolidated
2024
2023
$'000
$'000
Franking credits available for subsequent financial years based on a tax rate of 30%
15,371
11,085
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
●
franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date
●
franking debits that will arise from the payment of dividends recognised as a liability at the reporting date
●
franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date
Note 25. Financial risk management
Financial risk management objectives
The Group's activities expose it to a variety of financial risks:
●
market risk (including foreign currency risk, interest rate risk, and operational risk),
●
credit risk; and
●
liquidity risk.
The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments such as
interest rate swaps to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading
or other speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed.
These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing
analysis for credit risk.
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.
Market risk
Foreign currency risk
The Group is not exposed to material levels of foreign currency risk at the reporting date or during the financial year.
Interest rate risk
The Group's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Group
to interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. Interest rate risk may
be managed using a mix of floating rate debt and fixed rate instruments. Interest rate swaps are not entered into for trading
purposes and are not classified as held for trading. The policy is to maintain at least 50% of current borrowings at fixed rates
using interest rate swaps to achieve this when necessary. The Group is working towards fixing at least 50% of its variable
debt.
The interest rate profile of the Group’s interest-bearing financial instruments as reported to management of the Group is as
follows, including the impact of hedging instruments:
2024
2023
$'000
$'000
Fixed rate instruments
Financial assets
1,852
1,440
Financial liabilities
(75,805)
(61,173)
(73,953)
(59,733)
-
-
Variable rate instruments
Financial assets
9,480
6,565
Financial liabilities
(59,565)
(38,866)
(50,085)
(32,301)
Cash flow sensitivity analysis for variable rate instruments
A reasonable possible change of a 100 basis points in interest rates at the reporting date would have increased /(decreased)
equity and profit or loss by $500,850 (2023: $323,010). This assumes that all other variables remain constant.
Operational risk
The Group is exposed to legislative and/or Government policy changes to funding for IVF and related healthcare services
which may impact patient out-of-pocket costs resulting in potentially higher or lower demand.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 25. Financial risk management (continued)
Credit risk
Credit risk is the risk of financial loss to the Group if a patient or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s trade receivables, being patients.
Patient fees for most treatments are received in advance and recognised as deferred revenue if the procedure is yet to be
performed. This reduces the risk of non-collectability. Outstanding receivables predominantly relate to amounts owing from
Medicare and storage fee patient accounts. Payment reminder notices are issued to patients with outstanding balances at 30,
60 and 90 days. After which, collection of this debt may be handled by a collection agency. The Group does not have any
material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the
Group.
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 this risk through the following mechanisms:
●
preparing forward-looking financial analysis in relation to its operational, investing and financing activities;
●
monitoring undrawn credit facilities;
●
obtaining funding from a variety of sources;
●
maintaining a reputable credit profile;
●
managing credit risk related to financial assets;
●
only investing surplus cash with major financial institutions; and
●
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
Financing arrangements
Refer to note 21 for details on financing arrangements.
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 5 years
Over 5 years
Remaining
contractual
maturities
Consolidated - 2024
%
$'000
$'000
$'000
$'000
Non-derivatives
Non-interest bearing
Trade and other payables
-
80,815
-
-
80,815
Interest-bearing
Bank loans
6.50%
-
70,392
-
70,392
Lease liabilities
3.00%
9,933
35,199
41,923
87,055
Total non-derivatives
90,748
105,591
41,923
238,262
Note 25. Financial risk management (continued)
Weighted
average
interest rate 1 year or less
Between 1
and 5 years
Over 5 years
Remaining
contractual
maturities
Consolidated - 2023
%
$'000
$'000
$'000
$'000
Non-derivatives
Non-interest bearing
Trade and other payables
-
11,951
-
-
11,951
Interest-bearing
Bank loans
5.70%
-
42,506
-
42,506
Lease liabilities
3.00%
8,227
33,547
28,950
70,724
Total non-derivatives
20,178
76,053
28,950
125,181
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Note 26. Fair value measurement
Fair value hierarchy
The following tables detail the Group's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date, such as payables (including variable rate secured bank loans);
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices);
Level 3: Unobservable inputs for the asset or liability
Level 1
Level 2
Level 3
Total
Consolidated - 2024
$'000
$'000
$'000
$'000
Assets
Derivative financial instruments - interest rate swap contracts
-
212
-
212
Total assets
-
212
-
212
Liabilities
Put option liability
-
-
4,555
4,555
Total liabilities
-
-
4,555
4,555
Level 1
Level 2
Level 3
Total
Consolidated - 2023
$'000
$'000
$'000
$'000
Assets
Derivative financial instruments - interest rate swap contracts
-
305
-
305
Total assets
-
305
-
305
There were no transfers between levels during the financial year.
The carrying amounts of trade and other receivables, trade and other payables and variable rate bank loans are assumed to
approximate their fair values due to their short-term nature.
Valuation techniques for fair value measurements categorised within level 2 and level 3
Interest rate swaps have been valued using quoted market rates from broker quotes. This valuation technique maximises the
use of observable market data where it is available and relies as little as possible on entity specific estimates. No significant
unobservable inputs apply.
The put option liability is based on the present value of the amounts expected to be paid at the time of exercise. The fair value
is determined considering EBITDA for the most recent financial year and forecast EBITDA for the following twelve months.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 27. Contingent liabilities
As announced to the ASX on 23 December 2020, Monash IVF Group Limited (ASX: MVF, the “Company” or “Monash IVF” or
“Monash IVF Group”) had been named as defendants in proceedings (“Class Action”) filed in the Supreme Court of Victoria
in relation to, or in connection with the Group’s non-invasive pre-implantation genetic screening technology (Ni-PGT or cell
free PGT-A). Following a mediation attended by the Company on 20 August 2024 and 21 August 2024, the parties have
agreed to settle the Class Action subject to execution of a Deed of Settlement and Court approval. The agreed settlement
amount is $56 million (pre-tax) inclusive of interest, costs and plaintiff legal fees (Settlement Amount).
As announced to the market on 21 August 2023, legal costs and damages, if any, in excess of insurance proceeds would be
funded by the Company. Based on the settlement amount, approximately $19.9 million is advised to be funded by the
Company’s insurer and the remaining sum of $36.1 million will be paid from the Company’s cash reserves and its debt facilities.
The expected financial exposure to the Company, included in this financial report, of the settlement of the Class Action is as
follows:
●
$64.4 million (pre-tax) consisting of Settlement Amount payable plus defendant legal fees and other related costs;
●
$19.9 million (pre-tax) insurance receivable for amounts advised to be available under the Company’s existing insurance
policy for the Class Action;
●
$32.6 million (post-tax) FY24 net loss impact.
The agreed Settlement Amount of $56 million is payable on payments terms of $8 million within 30 days of signing a Deed of
Settlement, $12 million within 90 days, $15 million within 180 days and $21 million within 270 days.
The settlement was reached without any admission of liability from the Company and is subject to Court approval.
Monash IVF has also commenced proceedings in the Federal Court of Australia against its insurer, Insurance Australia Limited
(trading as CGU Insurance) (“Insurer”), to seek a declaration on the construction of the terms of the policy to confirm the total
insurance proceeds available under its insurance policy with the Insurer, over and above the advised cover. The Company
and the Insurer are currently under mediation to resolve the matter.
Note 28. Key management personnel disclosures
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out
below:
Consolidated
2024
2023
$
$
Short-term employee benefits
2,956,160
2,574,612
Post-employment benefits
197,249
164,493
Share-based payments
318,497
318,178
Total key management personnel compensation
3,471,906
3,057,283
Transactions with key management personnel
Transactions between key management personnel are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
Note 29. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by KPMG, the auditor of the Company,
and other unrelated audit firms:
Consolidated
2024
2023
$
$
Audit services - KPMG
Audit and review of the financial statements
334,800
313,850
Other services - KPMG
Taxation services
108,255
196,190
443,055
510,040
Audit services - unrelated firms
Audit and review of the financial statements
24,021
22,443
Note 30. Related party transactions
Parent entity
Monash IVF Group Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 33.
Associates
Interests in associates are set out in note 12.
Key management personnel
Disclosures relating to key management personnel are set out in note 28.
Transactions with related parties
There were no transactions with related parties during the current and previous financial year.
Receivable from and payable to related parties
There were no 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.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 31. Parent entity information
Set out below is the supplementary information about the parent entity, Monash IVF Group Limited.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$'000
$'000
Profit after income tax
16,102
14,865
Total comprehensive income
16,102
14,865
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 31. Parent entity information (continued)
Statement of financial position
Parent
2024
2023
$'000
$'000
Total current assets
-
-
Total assets
573,644
555,071
Total current liabilities
2,533
862
Total liabilities
63,006
37,607
Equity
Issued capital
506,786
506,786
Other reserve
(62)
-
Other equity reserve
(4,555)
-
Retained profits
8,469
10,678
Total equity
510,638
517,464
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity and some of its subsidiaries are party to a deed of cross guarantee under which Monash IVF Group Limited
guarantees the debts of those subsidiaries. Refer to note 34.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.
Capital commitments - Property, plant and equipment
Parent
2024
2023
$'000
$'000
Committed at the reporting date but not recognised as liabilities, payable:
Property, plant and equipment
432
7,970
Material accounting policy information:
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1, except for the
following:
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
●
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
Note 32. Business combinations
Acquisitions during 2024
Acquisition of Fertility North
On 4 March 2024, Monash IVF Group Limited completed the acquisition of 80% of Fertility North Holdings Pty Ltd for initial
up-front cash consideration of $12.4m.
Fertility North Holdings Pty Ltd ('Fertility North') was established in 2002 by highly regarded Perth-based fertility specialists,
Dr Vince Chapple (Medical Director) and Dr Jay Natalwala (Clinical Director). Fertility North operates from a state-of-the-art
clinic located at Joondalup Hospital in Perth, Western Australia, and includes consulting, laboratory and access to co-located
day surgery.
Note 32. Business combinations (continued)
The Fertility North acquisition resulted in an additional eight fertility specialists joining the Monash IVF Group and has provided
Monash IVF with access to Perth’s northern growth corridor which is the fastest growing region in Australia with a large
addressable market. Fertility North also compliments Monash IVF’s recent acquisition of Pivet Medical Centre which services
central and southern Perth.
Goodwill related to the acquisition of Fertility North is $18.2m which includes $5.6m of contingent consideration for earn-out
payments (subject to certain conditions) that is applicable over a one to three year period post completion. In FY24, and
included in these financial statements, Fertility North contributed revenues of $3.3m and profit after tax of $0.5m including
interest expense. If the acquisition occurred on 1 July 2023, Management estimated that consolidated revenue would have
been $260.8m and consolidated net profit after tax of $26.9m for the full financial year. The Group incurred acquisition related
costs of $0.4m post tax relating to external advisory fees including due diligence, legal, accounting and tax as well as stamp
duty costs. These costs are included in ‘professional and other fees’ in the Group’s statement of profit and loss and other
comprehensive income.
Fertility North Holdings Pty Ltd minority shareholders have a put option and the Group has an equivalent call option over the
remaining 20% of the shares in Fertility North Holdings Pty Ltd, which is exercisable at the earliest of three years from the
acquisition date.
The identifiable assets acquired and liabilities assumed for the Fertility North acquisition have been determined at fair value
and as follows:
Fair value
$'000
Cash and cash equivalents
867
Trade and other receivables
204
Plant and equipment
1,613
Right-of-use assets
1,745
Trade and other payables
(378)
Provision for income tax
(370)
Provisions
(336)
Contract liabilities
(166)
Lease liability
(1,745)
Loans
(1,634)
Net liabilities acquired
(200)
Goodwill
18,219
Acquisition-date fair value of the total consideration transferred
18,019
Representing:
Cash paid or payable to vendor
12,444
Contingent consideration
5,575
18,019
Acquisitions during the year ended 30 June 2023
Acquisition of ART Associates Queensland
On 1 July 2022, Monash IVF Group Limited announced the acquisition of ART Associates Queensland No.2 Pty Ltd (ART
Associates Queensland) in Brisbane, Queensland for initial cash consideration of $3.9 million on a debt free basis, with the
potential of additional earn out payments, subject to certain clauses, over a five to seven year period from completion. ART
Associates Queensland is a specialist fertility clinic in Brisbane performing IVF clinical patient services and processes including
nursing, phlebotomy, ultrasound and other related services.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 32. Business combinations (continued)
Acquisition of Pivet Medical Centre
On 27 May 2023, Monash IVF Group Limited announced the completion of the acquisition of PIVET Medical Centre (“PIVET”)
which is a Perth, Western Australia and Cairns, Queensland provider of fertility services. The acquisition included initial up-
front cash consideration of $7.0 million on a debt free basis, with the potential of additional earn out payments, subject to
certain clauses.
For the year ended 30 June 2023, ART Associates Queensland and Pivet Medical Centre contributed $8.8 million of revenue
and net profit after tax of $2.0 million to the consolidated results. If the acquisitions occurred on 1 July 2022, Management
estimated that consolidated revenue would have been $223.5 million and consolidated profit after tax for the period would
have been $24.0 million.
The Group incurred acquisition related costs of $1.3 million post tax relating to external legal fees, due diligence and stamp
duty costs. These costs are included in ‘professional and other fees’ in the Group’s statement of profit or loss and other
comprehensive income.
The identifiable assets acquired and liabilities assumed for the ART Associates Queensland and Pivet Medical Centre
acquisitions have been determined at fair value:
Fair value
$'000
Inventories
149
Prepayments
150
Plant and equipment
529
Trade and other payables
(500)
Employee benefits
(961)
Net liabilities acquired
(633)
Goodwill
21,963
Acquisition-date fair value of the total consideration transferred
21,330
Representing:
Cash paid or payable to vendor
10,948
Contingent consideration
10,382
21,330
Accounting policies:
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments
or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued
or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the
acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the
proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or
accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree
at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in
profit or loss.
Note 32. Business combinations (continued)
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes
in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent
consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest
in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the
acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of
the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly
in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement
of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's
previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional
amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new
information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends
on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information
possible to determine fair value.
The acquisition method of accounting is used to account for business combinations. The consideration transferred is the sum
of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to
former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination,
the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree’s
identifiable net assets. All acquisition costs are expensed as incurred to profit or loss
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or
accounting policies and other pertinent conditions in existence at the acquisition date.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition date fair value. Subsequent changes
in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. The difference
between the acquisition date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree
and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised
as goodwill.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional
amounts recognised and also recognises additional assets and liabilities during the measurement period, based on new
information obtained about the facts and circumstances that existed at the acquisition date. The measurement period ends on
either the earlier of (i) twelve months from the date of the acquisition or (ii) when the acquirer received all the information
possible to determine fair value.
Key estimate and judgement:
Deferred consideration
The deferred consideration liability is the difference between the total purchase consideration, usually on an acquisition of a
business combination, and the amounts paid or settled up to the reporting date, discounted to net present value. The Group
applies provisional accounting for any business combination. Any reassessment of the liability during the earlier of the
finalisation of the provisional accounting or 12 months from acquisition-date is adjusted for retrospectively as part of the
provisional accounting rules in accordance with AASB 3 'Business Combinations'. Thereafter, at each reporting date, the
deferred consideration liability is reassessed against revised estimates and any increase or decrease in the net present value
of the liability will result in a corresponding gain or loss to profit or loss. The increase in the liability resulting from the passage
of time is recognised as a finance cost.
Contingent consideration
Contingent consideration is based on the achievement of future earnings performance and is assessed for the likelihood of
achievement.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 33. 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 1:
Ownership interest
Principal place of business /
2024
2023
Name
Country of incorporation
%
%
Healthbridge Enterprises Pty Ltd
Australia
100%
100%
Monash IVF Group Acquisitions Pty Ltd
Australia
100%
100%
Healthbridge IVF Holdings Pty Ltd
Australia
100%
100%
Healthbridge Shared Services Pty Ltd
Australia
100%
100%
Healthbridge Repromed Pty Ltd
Australia
100%
100%
Repromed Finance Pty Ltd
Australia
100%
100%
Repromed Holdings Pty Ltd
Australia
100%
100%
Repromed NZ Holding Pty Ltd
Australia
100%
100%
Repromed Australia Pty Ltd
Australia
100%
100%
Adelaide Fertility Centre Pty Ltd
Australia
100%
100%
Monash IVF Holdings Pty Ltd
Australia
100%
100%
Monash IVF Finance Pty Ltd
Australia
100%
100%
Monash IVF Pty Ltd
Australia
100%
100%
Monash Reproductive Pathology and Genetics Pty Ltd
Australia
100%
100%
Monash Ultrasound Pty Ltd
Australia
100%
100%
Monash IVF Auchenflower Pty Ltd
Australia
100%
100%
Yoncat Pty Ltd
Australia
100%
100%
Palantrou Pty Ltd
Australia
100%
100%
KL Fertility & Gynaecology Centre Sdn. Bhd
Malaysia
90%
90%
KL Fertility Daycare Sdn. Bhd.
Malaysia
100%
100%
Sydney Ultrasound for Women Partnership
Australia
100%
100%
Ultrasonic Diagnostic Services Trust No.2
Australia
100%
100%
ACN 604 384 661 Pty Ltd
Australia
100%
100%
Ultrasonic Diagnostic Services Pty Ltd
Australia
100%
100%
Fertility Australia Pty Ltd
Australia
100%
100%
Fertility Australia Trust
Australia
100%
100%
MVF Sunshine Coast Pty Ltd
Australia
100%
100%
Monash IVF West Pty Ltd
Australia
90%
90%
ART Associates Queensland No.2 Pty Ltd
Australia
100%
100%
ACN 646 484 906 Pty Ltd*
Australia
53%
-
Fertility North Holdings Pty Ltd **
Australia
80%
-
Fertility North Unit Trust
Australia
80%
-
Monash Discretionary Investment Pty Limited
Australia
100%
100%
Monash IVF Asia Pte Ltd
Singapore
90%
90%
Monash IVF Asia (Singapore) Pte Ltd
Singapore
65%
65%
Monash IVF South Malaysia Pte Ltd
Malaysia
62%
62%
Pt Mitra Kasih Medikatama
Indonesia
54%
54%
*
Incorporated during the year, with an initial ownership of 100% by Monash IVF Group Limited. This changed to a 53%
holding following a capital contribution by the shareholders.
**
Acquired during the year. Refer to note 32.
Note 34. Deed of cross guarantee
Monash IVF Group Ltd
Monash IVF Group Acquisition Pty Ltd
Healthbridge Enterprises Pty Ltd
Healthbridge Shared Services Pty Ltd
Healthbridge IVF Holdings Pty Ltd
Healthbridge Repromed Pty Ltd
ACN 169060495 Pty Ltd
My IVF Pty Ltd
Monash IVF Holdings Pty Ltd
Palantrou Pty Ltd
Repromed Finance Pty Ltd
Monash IVF Finance Pty Ltd
Repromed Holdings Pty Ltd
Monash IVF Pty Ltd
Repromed Australia Pty Ltd
Repromed NZ Holding Pty Ltd
Monash Ultrasound Pty Ltd
Monash Reproductive Pathology & Genetics Pty Ltd
Monash IVF Auchenflower Pty Ltd
Yoncat Pty Ltd
Adelaide Fertility Centre Pty Ltd
Sydney Ultrasound for Women Partnership
Ultrasonic Diagnostic Services Trust No. 2
ACN 604384661 Pty Ltd
Ultrasonic Diagnostic Services Pty Ltd
Fertility Australia Pty Ltd
Fertility Australia Trust
MVF Sunshine Coast Pty Ltd
By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare financial statements
and Directors' report under Corporations Instrument 2016/785 issued by the Australian Securities and Investments
Commission.
The above companies represent a 'Closed Group' for the purposes of the Corporations Instrument, and as there are no other
parties to the deed of cross guarantee that are controlled by Monash IVF Group Limited, they also represent the 'Extended
Closed Group'.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 34. Deed of cross guarantee (continued)
Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial position
of the entities included as part of the deed.
2024
2023
Statement of profit or loss and other comprehensive income
$'000
$'000
Revenue
220,654
198,648
Materials and consumables used
(19,630)
(19,665)
Clinician fees
(42,165)
(36,385)
Employee benefits expense
(77,616)
(70,146)
Depreciation and amortisation expense
(17,316)
(14,281)
Marketing and advertising expense
(7,188)
(6,619)
IT and communication expense
(4,905)
(5,788)
Property expense
(4,148)
(4,891)
Professional and other fees
(8,112)
(6,884)
Other expenses
(49,258)
(2,559)
Operating profit/(loss)
(9,684)
31,430
Net finance costs
(5,345)
(3,248)
(Loss)/profit before income tax benefit/(expense)
(15,029)
28,182
Income tax benefit/(expense)
5,562
(7,340)
(Loss)/profit after income tax benefit/(expense)
(9,467)
20,842
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year
(9,467)
20,842
2024
2023
Equity - accumulated losses
$'000
$'000
Accumulated losses at the beginning of the financial year
(102,349)
(106,047)
(Loss)/profit after income tax benefit/(expense)
(9,467)
20,842
Dividends paid
(17,372)
(17,144)
Accumulated losses at the end of the financial year
(129,188)
(102,349)
Note 34. Deed of cross guarantee (continued)
2024
2023
Statement of financial position
$'000
$'000
Current assets
Cash and cash equivalents
6,774
5,138
Trade and other receivables
33,700
14,507
Inventories
7,120
6,001
47,594
25,646
Non-current assets
Trade and other receivables
100
100
Investments
52,639
34,294
Derivative financial instruments
212
305
Plant and equipment
55,386
47,234
Right-of-use assets
71,920
58,459
Intangible assets
242,042
243,104
Deferred tax asset
24,663
10,871
446,962
394,367
Total assets
494,556
420,013
Current liabilities
Trade and other payables
77,705
11,397
Contract liabilities
12,682
9,096
Lease liabilities
7,809
5,935
Income tax payable
1,562
1,457
Employee benefits
11,851
11,103
Contingent consideration
2,511
3,380
114,120
42,368
Non-current liabilities
Borrowings
52,731
38,866
Lease liabilities
67,815
54,659
Derivative financial instruments
4,555
-
Deferred tax
9,258
10,373
Employee benefits
1,630
1,381
Contingent consideration
9,395
5,200
145,384
110,479
Total liabilities
259,504
152,847
Net assets
235,052
267,166
Equity
Issued capital
506,786
506,786
Reserves
(142,546)
(137,271)
Accumulated losses
(129,188)
(102,349)
Total equity
235,052
267,166
Note 35. Share-based payments
Senior executives’ long-term incentive plan
The Group will provide benefits to certain employees in the form of share-based payment options and/or performance rights.
The fair values of these instruments granted under the plans are recognised as an employee benefit expense with a
corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the
employee becomes unconditionally entitled to the instruments.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 35. Share-based payments (continued)
Fair value is measured at grant date using a combination of Binomial tree and Monte-Carlo Simulation models, for the
respective performance hurdles. The valuation was performed by an independent valuer which models the future security
price.
The fair value of the instruments granted excludes the impact of any non-market vesting conditions. Non-market vesting
conditions are included in assumptions about the number of instruments that are expected to become exercisable. At each
reporting date, the entity revises its estimate of the number of instruments that are expected to become exercisable.
The employee benefit expense recognised each period takes into account the most recent estimate. The impact of the revision
to original estimates, if any, is recognised in profit and loss with a corresponding adjustment to equity.
Under the Company’s Long Term Incentive (“LTI”) Plan, awards constituting share appreciation rights, performance rights or
options, or any different class or category of award on such terms as the Board determines, may be offered to eligible persons
selected by the Directors. Key management personnel and other senior management are eligible to participate under the LTI
Program.
The senior executive LTI are performance rights plans with vesting rights dependent upon the satisfaction of predefined
performance hurdles and continuous employment. Current performance hurdles are based on achievement of pre-defined
Earning Per Share (“EPS”) Hurdle and a Total Shareholder Return (“TSR”) Hurdle over a three year performance period. The
Board may amend the performance hurdles or specify a different performance hurdle(s) if it considers it necessary.
Long term incentive program (equity settled)
A description of the equity plans applicable during the year are described below:
Grant date
Vesting conditions
(2024 Plan)
28 November 2023
EPS - Subject to meeting certain Underlying EPS hurdles and 3 year service period to 30 June
2026
TSR - Subject to Total Shareholder Return hurdles and a 3 year service period to the 11th trading
day after the FY26 results announcement
(2023 Plan)
23 November 2022
EPS - Subject to meeting certain Underlying EPS hurdles and 3 year service period to 30 June
2025
TSR - Subject to Total Shareholder Return hurdles and a 3 year service period to the 11th trading
day after the FY25 results announcement
(2022 Plan)
19 November 2021
EPS - Subject to meeting certain Underlying EPS hurdles and 3 year service period to 30 June
2024
TSR - Subject to Total Shareholder Return hurdles and a 3 year service period to the 11th trading
day after the FY24 results announcement
(2021 Plan)
16 October 2020
EPS - Subject to meeting certain Underlying EPS hurdles and 3 year service period to 30 June
2023
TSR - Subject to Total Shareholder Return hurdles and a 3 year service period to the 11th trading
day after the FY23 results announcement
(2020 Plan)
16 October 2019
EPS - Subject to meeting certain Underlying EPS hurdles and 3 year service period to 30 June
2022
TSR - Subject to Total Shareholder Return hurdles and a 3 year service period to the 11th trading
day after the FY22 results announcement
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over
the historical period commensurate with the expected term. The expected term of the instruments has been based on historical
experience and general instrument holder behaviour.
Note 35. Share-based payments (continued)
2024
Plan
Hurdles
Testing
date
Opening*
Granted**
Vested
and
exercised
Expired/
lapsed /
forfeited
Vested
and
unexercise
d
Closing
unvested
Exercisabl
e at
30 June
2024
FV per
security
Number
Number
Number
Number
Number
Number
Number
$
2021
TSR
30/09/2023
256,873
-
(221,041)
-
(35,832)
-
35,832
$0.32
EPS
30/06/2023
599,367
-
(515,763)
-
(83,604)
-
83,604
$0.61
2022
TSR
30/09/2024
260,376
-
-
-
-
260,376
-
$0.49
EPS
30/06/2024
607,544
-
-
(607,544)
-
-
-
$0.93
2023
TSR
30/09/2025
319,897
-
-
-
-
319,897
-
$0.60
EPS
30/06/2025
746,427
-
-
-
-
746,427
-
$1.02
2024
TSR
30/09/2026
-
332,563
-
-
-
332,563
-
$0.79
EPS
30/06/2026
-
775,979
-
-
-
775,979
-
$1.28
2,790,484
1,108,542
(736,804)
(607,544)
(119,436)
2,435,242
119,436
2023
Plan
Hurdles
Testing
date
Opening*
Granted**
Vested
and
exercised
Expired/
lapsed /
forfeited
Vested
and
unexercise
d
Closing
unvested
Exercisabl
e at
30 June
2023
FV per
security
Number
Number
Number
Number
Number
Number
Number
2020
TSR
30/09/2022
184,006
-
-
(184,006)
-
-
-
$0.46
EPS
30/06/2022
184,006
-
-
(184,006)
-
-
-
$0.94
2021
TSR
30/09/2023
270,457
-
-
(13,584)
-
256,873
-
$0.32
EPS
30/06/2023
631,064
-
-
(31,697)
(599,367)
-
599,367
$0.61
2022
TSR
30/09/2024
260,376
-
-
-
-
260,376
-
$0.49
EPS
30/06/2024
607,544
-
-
-
-
607,544
-
$0.93
2023
TSR
30/09/2025
-
319,897
-
-
-
319,897
-
$0.60
EPS
30/06/2025
-
746,427
-
-
-
746,427
-
$1.02
2,137,453
1,066,324
-
(413,293)
(599,367)
2,191,117
599,367
*
Opening balances include rights that are vested and unexercised, as well as unvested rights.
**
On vesting, each performance right entitles the participant to one ordinary share in the Company plus an additional number of shares calculated on the basis of the dividends which
would have been paid on that one share had it been issued at the time of grant of the performance right and assuming that those dividends were reinvested at the closing price of shares
on the distribution date of those dividends. Prior to vesting, performance rights do not entitle the participant to any dividends or voting rights.
Key estimate and judgement:
Share-based payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The 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.
As a result of the combination of non-market (EPS) and market (TSR) vesting conditions, the fair value of the share rights
plan has been measured using Binomial Tree and Monte Carlo simulations respectively. The inputs used in the measurement
of the fair values at grant date of the equity-settled share-based payment plans were as follows:
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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Note 35. Share-based payments (continued)
2024
2023
2022
2021
Share price at grant date
$1.28
$1.02
$0.93
$0.62
Expected volatility – Monash IVF
40%
40%
40%
40%
Expected volatility – ASX 300 Healthcare Index
18%
17%
16%
16%
Expected life (years)
6
6
6
6
Expected dividends
0.00%
0.00%
0.00%
0.00%
Risk free interest rate (based on government
bonds)
4.16%
3.27%
0.95%
0.13%
Note 36. Cash flow information
Reconciliation of profit after income tax to net cash from operating activities
Consolidated
2024
2023
$'000
$'000
(Loss)/profit after income tax benefit/(expense) for the year
(5,949)
21,966
Adjustments for:
Depreciation and amortisation expense
18,578
15,343
Net finance costs included in financing activities
2,842
1,206
Provision for Fertility Solutions Earn-out
-
40
Change in operating assets and liabilities:
Increase in trade and other receivables
(20,570)
(3,205)
Increase in inventories
(1,748)
(1,176)
Increase in trade and other payables
69,276
3,544
Increase in contract liabilities
3,675
586
Increase in deferred tax assets
(14,908)
(328)
Increase in employee benefits
1,323
1,146
Net cash flows generated from operating activities
52,519
39,122
Non-cash investing and financing activities
Consolidated
2024
2023
$'000
$'000
Additions to the right-of-use assets
23,128
13,226
Note 36. Cash flow information (continued)
Changes in liabilities arising from financing activities
Bank loans
Lease
liabilities
Total
Consolidated
$'000
$'000
$'000
Balance at 1 July 2022
9,764
67,466
77,230
Net cash used in financing activities
(13,000)
(9,178)
(22,178)
Loans received
42,000
-
42,000
Acquisition of leases
-
2,885
2,885
Other changes*
102
-
102
Balance at 30 June 2023
38,866
61,173
100,039
Net cash used in financing activities
(7,500)
(10,511)
(18,011)
Loans received
28,000
-
28,000
Acquisition of leases
-
22,656
22,656
Other changes
299
2,487
2,786
Balance at 30 June 2024
59,665
75,805
135,470
*
Capitalised bank fees for the syndicated debt facilities.
Note 37. Events after the reporting period
On 22 August 2024, a fully franked dividend of 2.5 cents per share was declared. The record date for the dividend is
6 September 2024 and the payment date for the dividend is 11 October 2024.
Refer to commitments and contingencies section on a previous page for developments in the Class Action after the reporting
date.
No other 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.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2024
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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 and
includes required information for each entity that was part of the consolidated entity as at the end of the financial year.
Consolidated entity
This CEDS includes only those entities consolidated as at the end of the financial year in accordance with AASB 10
Consolidated Financial Statements (AASB 10).
Determination of tax residency
Section 295(3A) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment
Act 1997. The determination of tax residency involves judgment as there are currently several different interpretations that
could be adopted, and which could give rise to a different conclusion on residency.
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 Income tax: central management and control test of residency.
Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its
determination of tax residency to ensure applicable foreign tax legislation has been complied with.
Partnerships and Trusts
Australian tax law does not contain specific residency tests for partnerships and trusts. Generally these entities are taxed on
a flow-through basis so there is no need for a general residence test. There are some provisions which treat trusts as residents
for certain purposes, but this does not mean the trust itself is an entity or subject to tax.
Additional disclosures on the tax status of partnerships and trusts have been provided where relevant.
Consolidated entity disclosure statement
for the year ended 30 June 2024
Place formed /
Ownership
interest
Entity name
Entity type
Country of
incorporation
%
Tax residency
Monash IVF Group Limited *
Body Corporate
Australia
-
Australia
Healthbridge Enterprises Pty Ltd
Body Corporate
Australia
100.00% Australia
Monash IVF Group Acquisitions Pty Ltd
Body Corporate
Australia
100.00% Australia
Healthbridge IVF Holdings Pty Ltd
Body Corporate
Australia
100.00% Australia
Healthbridge Shared Services Pty Ltd
Body Corporate
Australia
100.00% Australia
Healthbridge Repromed Pty Ltd
Body Corporate
Australia
100.00% Australia
Repromed Finance Pty Ltd
Body Corporate
Australia
100.00% Australia
Repromed Holdings Pty Ltd
Body Corporate
Australia
100.00% Australia
Repromed NZ Holding Pty Ltd
Body Corporate
Australia
100.00% Australia
Repromed Australia Pty Ltd
Body Corporate
Australia
100.00% Australia
Adelaide Fertility Centre Pty Ltd
Body Corporate
Australia
100.00% Australia
Monash IVF Holdings Pty Ltd
Body Corporate
Australia
100.00% Australia
Monash IVF Finance Pty Ltd
Body Corporate
Australia
100.00% Australia
Monash IVF Pty Ltd
Body Corporate
Australia
100.00% Australia
Monash Reproductive Pathology and Genetics Pty Ltd
Body Corporate
Australia
100.00% Australia
Monash Ultrasound Pty Ltd
Body Corporate
Australia
100.00% Australia
Monash IVF Auchenflower Pty Ltd
Body Corporate
Australia
100.00% Australia
Yoncat Pty Ltd
Body Corporate
Australia
100.00% Australia
Palantrou Pty Ltd
Body Corporate
Australia
100.00% Australia
KL Fertility & Gynaecology Centre Sdn. Bhd
Body Corporate
Malaysia
90.00% Malaysia
KL Fertility Daycare Sdn. Bhd.
Body Corporate
Malaysia
100.00% Malaysia
Sydney Ultrasound for Women Partnership
Body Corporate
Australia
100.00% Australia
Ultrasonic Diagnostic Services Trust No.2
Trust
Australia
100.00% Australia
ACN 604 384 661 Pty Ltd
Body Corporate
Australia
100.00% Australia
Ultrasonic Diagnostic Services Pty Ltd
Body Corporate –
Trustee of
Ultrasonic
Diagnostic
Services Trust
No.2
Australia
100.00% Australia
Fertility Australia Pty Ltd
Body Corporate –
Trustee of Fertility
Australia Trust
Australia
100.00% Australia
Fertility Australia Trust
Trust
Australia
100.00% Australia
MVF Sunshine Coast Pty Ltd
Body Corporate
Australia
100.00% Australia
Monash IVF West Pty Ltd
Body Corporate
Australia
90.00% Australia
ART Associates Queensland No.2 Pty Ltd
Body Corporate
Australia
100.00% Australia
ACN 646 484 906 Pty Ltd
Body Corporate
Australia
53.00% Australia
Fertility North Holdings Pty Ltd
Body Corporate –
Trustee of Fertility
North Unit Trust
Australia
80.00% Australia
Fertility North Unit Trust
Trust
Australia
80.00% Australia
Monash Discretionary Investment Pty Limited
Body Corporate
Australia
100.00% Australia
Monash IVF Asia Pte Ltd
Body Corporate
Singapore
90.00% Singapore
Monash IVF Asia (Singapore) Pte Ltd
Body Corporate
Singapore
65.00% Singapore
Monash IVF South Malaysia Pte Ltd
Body Corporate
Malaysia
62.00% Malaysia
Pt Mitra Kasih Medikatama
Body Corporate
Indonesia
54.00% Indonesia
*
Parent entity
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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 1 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;
●
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable;
●
at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group
will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross
guarantee described in note 34 to the financial statements; 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 by the CEO and CFO
for the year ended 30 June 2024.
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
___________________________
___________________________
Mr Richard Davis
Mr Michael Knaap
Chair
Chief Executive Officer and Managing Director
22 August 2024
Melbourne
Independent Auditor’s Report
To the shareholders of Monash IVF Group Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
Monash IVF Group Limited (the
Company).
In our opinion, the accompanying
Financial Report of the Company gives a
true and fair view, including of the
Group’s financial position as at 30 June
2024 and of its financial performance for
the year then ended, in accordance with
the Corporations Act 2001, in compliance
with Australian Accounting Standards and
the Corporations Regulations 2001.
The Financial Report comprises:
•
Consolidated statement of financial position as at 30
June 2024
•
Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of cash
flows for the year then ended
•
Consolidated entity disclosure statement and
accompanying basis of preparation as at 30 June 2024
•
Notes, including material accounting policies
•
Directors' Declaration.
The Group consists of the Company and the entities it
controlled at the year end or from time to time during the
financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 fulfilled our other ethical responsibilities in accordance with
these requirements.
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Key Audit Matters
The Key Audit Matters we identified are:
•
Recoverable value of goodwill
•
Legal provisions, insurance recoveries and
contingent liabilities
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.
Recoverable value of goodwill ($273.4m)
Refer to Note 16 to the Financial Report
The key audit matter
How the matter was addressed in our audit
A key audit matter for us was the Group’s annual
testing of goodwill for impairment, given the size
of the balance (being 54% of total assets) and
the extent of judgement involved. We focused
on the significant forward-looking assumptions
the Group applied in its value in use models,
including:
•
Forecast cash flows, growth rates and
terminal growth rates in light of current
market conditions impacting each CGU and
the broader macro economic environment.
These conditions impact our consideration of
forecasting risk; and
•
Discount rates, which vary according to the
conditions and environment the specific CGU
is subject to.
The models are largely manually developed, use
adjusted historical performance and a range of
internal and external sources as inputs to the
assumptions. Modelling using forward-looking
assumptions tends to be prone to greater risk for
potential bias, error and inconsistent application.
Where the Group has not met prior year
forecasts in relation to a specific CGU, we factor
this into our assessment of forecast
assumptions. These conditions necessitate
additional scrutiny by us, in particular to address
h
bj
i i
f
d f
i
Our procedures included:
•
We considered the appropriateness of the
Group’s value in use methodology to perform
the annual test of goodwill for impairment
against the requirements of the accounting
standards.
•
We assessed the integrity of the value in use
models used, including the accuracy of the
underlying calculation formulas.
•
We compared the forecast cash flows
contained in the value in use models to Board
approved forecasts.
•
We assessed the accuracy of previous Group
forecasts to inform our evaluation of forecasts
included in the models.
•
We assessed the Group’s underlying
methodology and documentation for the
allocation of corporate costs and corporate
assets to each CGU, for consistency with our
understanding of the business and the criteria in
the accounting standards.
•
We considered the sensitivity of the models by
varying key assumptions, such as forecast cash
flows, growth rates and discount rates, within a
reasonably possible range. We did this to
identify those assumptions at higher risk of bias
We involved valuation specialists to supplement
our senior audit team members in assessing this
key audit matter.
focus our further procedures.
•
We challenged the Group’s forecast cash flow
and growth assumptions having regard to the
current financial performance, macro economic
environment and cost inflation. We used our
knowledge of the Group, business and patients
and our industry experience.
•
Working with our valuation specialists, we:
-
independently developed a comparable
discount rate range from publicly available
market data for comparable entities and
adjusted by specific risk factors to the
Group and the industry it operates in;
-
assessed the terminal growth rates based
on the industry in which the Group
operates and current economic
environment; and
-
compared the implied multiples for
comparable entities to the implied multiples
from the Group’s value in use models.
•
We assessed the disclosures in the financial
report using our understanding obtained from
our testing and against the requirements of the
accounting standards.
Legal provisions, insurance recoveries and contingent liabilities
Refer to Note 27 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The Group has recognised provisions of $64.4m
in connection with the ongoing Class Action
relating to the use of Ni-PGT testing, and has
also recognised a receivable of $19.9m relating
to expected insurance recoveries.
The Group’s accounting for the Class Action is a
key audit matter due to the judgements required
by us in assessing the Group’s determination of:
•
The existence of a present legal or
constructive obligation arising from a past
Our procedures included:
•
Evaluating the Directors’ determination of the
most likely outcome of the Group’s litigation
process, including the potential outcome of
mediation discussions, its potential impact on
the financial report and the extent of uncertainty
in outcomes.
•
Enquiring of management and the Directors for
updates regarding the Class Action, the range of
possible outcomes and associated estimation of
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•
Reliable estimates of the amounts which
may be payable or recoverable in connection
with the matter.
•
Ongoing legal proceedings, and mediation
discussions leading to a wider range of
estimation outcomes for us to consider.
possible outcomes and the degree of accuracy
of any estimation of financial outflows.
•
Reading the independent legal advice obtained
by the Board of Directors relating to the
litigation and insurance recoveries.
•
Reading the terms of settlement between the
Group and other parties.
•
Comparing the basis for recognition and
measurement of the provision and receivable
for consistency with criteria in the accounting
standards.
•
Checking amounts payable or receivable in
connection with the matter to the Group’s
underlying documentation such as insurance
contracts and correspondence and settlement
terms.
•
Considering the Group’s disclosures in relation
to the matter against our understanding of the
matter and the requirements of the accounting
standards.
Other Information
Other Information is financial and non-financial information in Monash IVF Group Limited’s annual report
which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are
responsible for the Other Information.
The Other Information we obtained prior to the date of this Auditor’s Report was the Director’s Report
(including the Remuneration Report), Appendix 4E and Corporate Governance Statement. The Chairman’s
Report, Managing Director & CEO’s Report, Financial Overview, Chief Financial Officer’s Report,
information on “Our Strategy” and “Our Pillars” and Shareholder Information are expected to be made
available to us after the date of the Auditor’s Report.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not and
will not express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In
doing so, we 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.
We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date of
this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
•
preparing the Financial Report in accordance with the Corporations Act 2001, including giving a
true and fair view of the financial position and performance of the Group, and in compliance with
Australian Accounting Standards and the Corporations Regulations 2001
•
implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the financial
position and performance of the Group, and that is free from material misstatement, whether due
to fraud or error
•
assessing the Group and Company's ability to continue as a going concern and whether the use of
the going concern basis of accounting is appropriate. This includes disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless they
either intend to liquidate the Group and Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
•
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 Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They 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 the 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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Report on the Remuneration Report
Opinion
In our opinion, the Remuneration
Report of Monash IVF Group Limited
for the year ended 30 June 2024,
complies with Section 300A of the
Corporations Act 2001.
Directors’ 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 responsibilities
We have audited the Remuneration Report included within the
Directors’ report for the year ended 30 June 2024.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
KPMG
Chris Sargent
Partner
Melbourne
22 August 2024
Shareholder Infomation
for the year ended 30 June 2024
Additional information required under ASX Listing Rule 4.10 and not shown elsewhere in this Annual Report is as
follows. This information is current as at 30 September 2024.
Distribution of Shareholders – Ordinary Shareholders
Size of Holding
No of
Shareholders
Ordinary
Shares
% of
issued
Capital
1 to 1000
1,924
1,187,552
.03%
1001 to 5000
2,518
6,711,484
1.72%
5001 to 10000
932
7,224,072
1.85%
10001 to 100000
1,346
37,751,925
9.70%
100001 and Over
140
336,759,807
86.43%
Total
6,860
389,634,840
100.00%
The number of security investors holding less than a marketable parcel of 409 securities ($1.225 on 30/9/2024)
is 446 and they hold 104,737 securities.
136 | Monash IVF Group
Annual Report 2024 | 137
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Shareholder Infomation
for the year ended 30 June 2024
20 Largest Shareholders – Ordinary Shareholders
Rank
Name
No. of fully
paid shares
% of issued
Capital
1
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
82,222,688
21.10%
2
CITICORP NOMINEES PTY LIMITED
67,647,801
17.36%
3
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
64,131,568
16.46%
4
ARGO INVESTMENTS LIMITED
20,292,940
5.21%
5
WASHINGTON H SOUL PATTISON AND COMPANY LIMITED
18,675,000
4.79%
6
BNP PARIBAS NOMINEES PTY LTD
9,120,255
2.34%
7
PALM BEACH NOMINEES PTY LTD
7,813,727
2.01%
8
UBS NOMINEES PTY LTD
6,645,317
1.71%
9
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 2
3,648,216
0.94%
10
NEWECONOMY COM AU NOMINEES PTY LIMITED
3,473,430
0.89%
11
CITICORP NOMINEES PTY LIMITED
3.376,384
0.87%
12
NATIONAL NOMINEES LIMITED
2,579,603
0.66%
13
PACIFIC CUSTODIANS PTY LIMTED
2,245,945
0.58%
14
IPPOLITI PTY LTD
2,011,336
0.52%
15
MR PRASHANT NADKARNI
1,461,484
0.38%
16
VOLLENHOVEN INVESTMENTS PTY LTD
1,447,787
0.37%
17
MCLACHLAN FUTURE FUND PTY LTD
1,300,000
0.33%
18
ONG ADMINISTRATION PTY LTD
1,201,906
0.31%
19
BNP PARIBAS NOMINEES PTY LTD
1,172,933
0.30%
20
DALYNE PTY LTD
1,170,000
0.30%
Total for Top 20
301,638,320
77.42%
Total other investors
87,996,520
22.58%
Grand Total
389,634,840
100.00%
Substantial Shareholders
As at 30 September 2024, the following details the names of substantial shareholders in Monash IVF Group Limited
and the number of shares held, as disclosed in substantial holding notices given to the Company:
ZĂŶŬ
EĂŵĞ
EŽ͘ŽĨĨƵůůLJ
ƉĂŝĚƐŚĂƌĞƐ
йŽĨŝƐƐƵĞĚ
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1
ARGO INVESTMENTS LIMITED
19,982,646
5.13%
2
TRIBECA INVESTMENT PARTNERS
24,099,350
6.19%
Voting Rights
In accordance with the Constitution, each member present at a meeting (whether in person, by proxy, by power of
attorney or by a duly authorised representative), upon a poll, shall have one vote for each fully paid ordinary
share.
TRIBECA INVESTMENT PARTNERS
24,099,350
6.19%
ARGO INVESTMENTS LIMITED
19,982,646
5.13%
138 | Monash IVF Group
Annual Report 2024 | 139
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
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140 | Monash IVF Group
Annual Report 2024 | 141
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview
Corporate Directory
Stock Exchange Listing
The shares of Monash IVF Group are listed
by ASX Ltd on the Australia Securities
Exchange trading under "MVF".
Directors
Mr Richard Davis - Chairman
Ms Catherine Aston
Mr Neil Broekhuizen
Mr Josef Czyzewski (up to 31/10/24)
Dr Richard Henshaw
Mr Michael Knaap
Ms Zita Peach
Ms Catherine West
Mr Malik Jainudeen - Company Secretary
Share Registry
Link Market Services, Australia
Level 10, Tower 4
727 Collins Street
Melbourne VIC 3008
T: +61 (0)3 9106 5000
Link Group is now known as MUFG
Pension & Market Services. Over the
coming months, Link Market Services will
progressively rebrand to its new name
MUFG Corporate Markets, a division of
MUFG Pension & Market Services.
Legal
Clayton Utz
1 Bligh Street
Sydney NSW 2000
T +61 (0)2 9353 400
Auditor
KPMG Australia
Tower Two, Collins Square
727 Collins Street
Docklands VIC 3008
T +61 (0)3 9288 5555
Corporate Office
Level 1
510 Church St
Cremorne, VIC 3121
T +61 (0)3 9420 8235
Website
www.monashivfgroup.com.au
KPMG
Tower Two, Collins Square
727 Collins Street
Melbourne VIC 3008
— Level 36
— Meeting room 36.15
Virtual Meeting
The online platform for the AGM
can be accessed at -
https://meetings.linkgroup.com/MVF24
2024
Annual General
Meeting
Wednesday, 27 November
at 2pm
142 | Monash IVF Group
Annual Report 2024 | 143
Chairman's, MD & CEO and CFO Reports
Year in Review
About Us
Our Strategy
Our Businesses
5 Year Metrics
Board of Directors
Our Pillars
Management Team
FY24 Financial Report
Financial Overview